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WRITERS LEAGUE OF THE OZARKS PREAMBLE
Recognizing that the Ozarks is a unique geographical area
and possesses a distinct cultural heritage, and being aware that time and
circumstances are rapidly affecting that geography and changing that culture, we
desire, throughout efforts as writers, photographers, and artists, to preserve a
record of the past and to record and document the present for the future.
WRITERS LEAGUE ARTICLES OF AGREEMENT
Section 1: The name of this association shall be the
Writers League of The Ozarks, hereinafter referred to as the League.
Historically and commonly known as the Ozarks Writers League, the Newsletter and
other common uses of the OWL (Ozarks Writers League) name shall be retained.
Section 2: The purposes for which this League is formed
are:
(a)
To bring into closer relationship the writers, photographers, and artists
of the Ozarks so that the members may receive mutual inspiration, information,
and amusement; that distinguished writers, publishers, editors, agents,
photographers, and artists may, from time to time, be entertained by the League;
that the members may speak through the League as members on matters relating to
the welfare of their calling, to the end that the high principles established by
its individual members may be maintained and perpetuated.
(b)
To do everything necessary, suitable, or proper in order to accomplish
any and/or all of said purposes, or to attain one or more of the objectives set
forth above or conducive to or expedient for the interests or benefit of the
League, including the acquisition and holding of property, such as real estate
or other property, the acquisition and holding of rights to articles, pamphlets,
books, or periodicals published by the League, the erection and equipping of
buildings needed to promote the purposes and principles set forth above, all
without pecuniary consideration to the League, except as may be necessary to
offset expenses of such endeavors.
(c)
To promote writing, literacy and expression of the human experience
through the activities of writing, photography and art.
(d)
To raise funds for the purpose of expanding literacy, writing and the
preservation of the written and historic traditions of the Ozarks
Section 3: The principal place of business of the League shall be in Taney
County, Missouri.
Section 4:
The League shall continue indefinitely from and after this date hereof.
Section 5:
(a) The business affairs of the
league shall be governed and managed by an eleven (11) member Board of
Directors, herein referred to as the Board, whose composition is set forth in
the bylaws.
(b)
A business meeting of League Members shall be held during each of the
League’s quarterly membership meetings.
(c)
Property belonging to the League shall be held in the corporate name of
the League. All conveyances shall be made pursuant to votes taken at regular
meetings and shall be executed by the President and attested to by the
Treasurer.
(d)
The names of those who served on the Board of Directors as Officers and
Board members in 1983, the first year of incorporation, are placed into
perpetuity: President – Artie Ayres, Vice-President – Jory Sherman,
Secretary-Treasurer – Mary Hartman, Historian – Douglas Mahnkey, Publicity
Director – Fred Pfister, and Board Members – Patsi Yarnell, Dick Kahoe, and
Margaret Newton.
Section 6: The League shall have power to make and adopt
bylaws for the purpose of conducting and regulating its affairs. Said bylaws
shall provide four (4) combined business and membership meetings each year. The
Board shall have power to call additional meetings at such time and place as it
deems necessary to promote the interests and purposes of the League. Any Board
member may request a meeting. Electronic meetings, conducted in an emergency,
using the internet are allowed, provided a vote in person is taken at the next
regularly scheduled meeting. Members and those on the mailing list must be
notified of the league’s business meeting at least two (2) weeks prior to the
date of such meeting.
Section 7: Any writer, photographer, or artist who is
interested in the goals of the League shall be eligible for membership in the
League. The Membership Director shall receive from the Treasurer, a list of
active members. A list of members is published once per year.
Section 8: The official emblem of the League shall consist
of a great horned owl clutching a quill and artist’s paintbrush in its talons.
The emblem shall be under the control of the Board.
Section 9: Upon dissolution of the League, all assets
shall be disposed of exclusively for the purposes for which the League was
established or shall be donated to a qualified tax-exempt organization with
similar purposes. The Board shall vote on the distribution of the remaining
funds upon dissolution.
ARTICLE I – DEFINITION
These bylaws are adopted to govern the activities of the
Writers League of the Ozarks, hereinafter referred to as the League, in line
with provisions of the Articles of Agreement under which the League is
incorporated in the State of Missouri, Number N00669021, as a Missouri
Nonprofit: 21 June 2005. (Articles of Incorporation are found at the end of
these bylaws).
ARTICLE II – BOARD OF DIRECTORS
Section 1: The Board of Directors shall consist of eleven
(11) voting members, as follows: four (4) elected officers, namely the
President, Vice-President, Secretary, and Treasurer, hereinafter referred to as
the Officers, who shall serve terms of one (1) year, such year of service to
begin immediately following the close of business at the November business
meeting; the immediate Past President, Vice-President, Secretary, and Treasurer,
who also shall serve terms of one (1) year; and 7 appointed Directors. These
positions include the Historian, Membership Director, and Publicity Director,
whose terms are not limited and who may continue to serve from year to year
subject to reaffirmation by a majority of League Members at the annual business
meeting, and other positions as needed. The Treasurer may not serve for more
than two consecutive terms. In the event that one or more of the retiring
Officers continues in office or that one or more of the Board resigns, the
incoming President shall fill the vacancy or vacancies by appointment, subject
to approval by a majority of the Board and confirmation of those League Members
voting at the next quarterly business meeting. Such appointees shall hold
office until the next annual election. Each member of the Board shall have one
vote.
Section 2: At the meeting prior to the annual election,
the President shall appoint, with the approval of a majority of the Board, a
Nominating Committee consisting of one (1) Board member and two (2) League
Members. The proposed slate of officers and members shall be publicized to
league members in the newsletter immediately prior to the scheduled election.
The President may appoint other committees as needed.
Section 3: Board members who miss two consecutive
quarterly meetings may be replaced by the President, depending on the
circumstances. Board members may be reprimanded or removed for conduct not
considered in the League’s best interest, with majority vote of the Board.
ARTICLE III – DUTIES OF BOARD OF DIRECTORS AND OFFICERS
Section 1: Board of Directors. The Board shall consist of
eleven (11) members as provided for in the bylaws, Article II, Section I.
The Board shall be the executive body of the League and
shall have power to transact League business that cannot be deferred until the
next membership meeting. When impractical to hold a meeting of the Board, the
President may order a mail, telephone, or e-mail vote on any matter requiring
immediate action by the Board. Three (3) members of the Board may, by a written
or e-mail statement to the President, call a Board vote on any matter. The
Secretary shall take such a vote by whatever means necessary to obtain the
largest participation of Board members.
Section 2: Duties of the President
The President shall preside at all business meetings of the
League. The President shall determine, with approval of the Board, the time and
location of membership and business meetings, and any special meetings of the
Board. The President shall have the powers and duties usually incumbent upon
such an officer. With a majority vote of the Board the President may cancel a
scheduled meeting in the event of inclement weather. With the approval of the
Board, the President shall appoint chairpersons (or functionaries) for various
activities. Such persons may include: Webmaster, Newsletter Editor, Associate
Editor, Grants Officer, Contests Director and others as needed. Should a
vacancy occur in the Presidency, the order of succession shall be as follows:
Vice-President, Secretary, Treasurer, Historian, Membership Director and
Publicity Director. Each individual shall be offered the office of President in
turn, such individual to hold the office until the Nominating Committee selects
a replacement at the next business meeting.
Section 3: Duties of the Vice-President
The Vice-President shall conduct business and board
meetings in the absence of the President.
Section 4: Duties of the Secretary
The Secretary shall record and maintain the official
minutes for League business and Board meetings and shall handle all official
League correspondence and inquiries. They shall maintain a list of all standing
committees. The secretary, at the completion of their term in office, shall
deliver to the Secretary-elect, all minutes of Board decisions and other
correspondence in order to maintain a continuous documentation of the leagues
correspondence and activities. All changes to policy and procedures shall be
maintained by the Secretary in a permanent file.
Section 5: Duties of the Treasurer
The Treasurer shall make reimbursements for all authorized
expenditures, shall maintain all league financial records and shall produce a
financial repot for the Board at each business meeting and at the end of the
fiscal year. They shall maintain the checking account and shall seek approval
of the President for all dispersals. The Treasurer shall follow generally
accepted accounting principles.
When required by grants or conditions of Not for Profit
status continuation, the Treasurer shall file required reports with the State or
IRS.
Section 6: Duties of the Historian
The Historian shall serve as custodian of past records,
adding materials to keep the records up to date. The documents shall include,
at a minimum, one (1) copy of each Newsletter for the terms of service, name and
awards received by all contest winners, names of speakers, and photos of current
and past officers. Records should be kept in a data-based archive as well as
hard copy. The Historian also acts as parliamentarian unless the President has
named a parliamentarian. In general, Robert’s Rules of Order are used.
Section 7: Duties of the Membership Director
The membership director maintains records of general
membership, contacts new members and welcomes them to the League and develops
ideas concerning the development of new members.
Section 8: Duties of the Publicity Director
The Publicity Director is the contact between the League
and the general public, issuing approved press releases and/or publicity about
the quarterly meetings, speakers, contests and special events.
ARTICLE IV – MEMBERSHIP
Any person who meets the qualifications of Section 7 of the
Articles of Agreement and who has paid annual dues shall be an active voting
member of the League, herein referred to as a League Member. Members have a
responsibility to maintain the highest ethical, artistic, and/or literary
standards afforded within the freedom of expression granted in a free society.
ARTICLE V – DUES
Section 1: The annual dues for League
Members shall be payable in advance of the close of the fiscal year. The
fiscal year runs from January 1 through December 31. The regular annual
dues for League members shall be payable on the first day of the fiscal year,
January 1. Dues shall become delinquent at the close of business at the
end of the first quarterly meeting of the fiscal year in February.
Section 2: It is provided that at any business meeting,
with due notice given at least two (2) weeks in advance to league Members
regarding such proposed action, the dues for the next fiscal year may be raised
or lowered by a majority vote of those League members who are present.
Section 3: Individuals joining during or after the
November meeting and up to the end of the fiscal year, December 31st,
shall be assessed $10.00. Such League Members shall then pay the full years
dues for the next fiscal year, when those dues become payable.
Section 4: Student Membership. In order to promote
literacy and the joy of writing, the League authorizes membership for students
with a valid student ID at one half the established dues. Scholarship winners
enjoy a year’s membership at no cost.
ARTICLE VI – MEETINGS
Section 1: The League shall hold four meetings each year
for the full membership. At each meeting there shall be a business meeting and
sessions for professional growth. These meetings shall be held on the third
Saturdays of February, May, August, and November, the time and place to be
determined by the Board and communicated to League Members and those on the
mailing list at least two (2) weeks in advance of each meeting.
Section 2: The November business meeting shall be the
annual meeting at which officers shall be elected. The end of the calendar year
shall mark the end of the League’s fiscal year.
Section 3: Special meetings may be called by an
affirmative vote of a majority of the Board, at a time and place determined by
the Board. League Members and those on the mailing list shall be notified of
special meetings at least two (2) weeks in advance of such meetings.
ARTICLE VII – VOTING
Section 1: Voting shall be subject to the ordinary
regulations of parliamentary practice as set forth in the latest revision of
“Roberts Rules of Order.”
Section 2: A quorum at any business meeting of the League
shall consist of two (2) elected officers and at least ten percent (10%) of
League Members. A quorum at Board meetings shall consist of two (2) Officers
and four (4) other members of the Board.
Section 3: Only League Members are entitled to vote at a
business meeting.
Section 4: The Board may take whatever action League
Members authorize by a mail referendum, when urgent business requires such
action. The vote may be ordered by the President or by a written or e-mail
statement of at least three (3) Board members, asking for a referendum upon a
previous Board action, which action shall be held in abeyance pending the
outcome of the referendum. The official ballot shall be a government postal
card upon which is explained the vote to be taken, together with boxes to
indicate “yes” or “no” votes, a line for the voting member’s signature, and the
time limit for return o the ballots, the deadline to be set by the President
with approval of the Board. The Secretary shall send ballots to all League
Members with the assistance of the Publicity Director. A majority of those
voting shall be sufficient to carry such action, provided at least ten percent
(10%) of the League Members sign and return ballots to the Secretary.
ARTICLE VIII – VOLUNTARY STATUS OF MEMBERS AND BOARD
All members of the League, the Board, Officers, and
designated representatives are volunteers. Should grant funds be obtained for
the provision of services that require employed staff, the rules and regulations
of the State of Missouri will be followed in terms of equal opportunity,
fairness and non-discrimination.
Pursuant to these possibilities, the Board has enacted a
Conflict of Interest Statement
Section 1: Conflict of Interest:
Conflict of
Interest Policy
Purpose: The purpose of a Conflict of Interest Policy is
to protect the Writers League of the Ozarks’ interests when contemplating
transactions or arrangements that might benefit the private interest of an
officer of the organization. All applicable state regulations that govern
Missouri Not for Profit organizations remain in force and cannot be replaced by
any provision within the conflict of interest policy.
Section II. Definitions
1: Interested Person: Any director, officer or member of a
committee with the governing board that has delegated powers, who has a direct
or indirect influence on the outcome of a decision.
2: Financial Interest: A person has a financial interest
if that person has, directly or indirectly by connection to other persons,
business or investment, financial benefit from an activity of the organization.
A financial interest is not necessarily a conflict of interest in that persons
may have special talents or access to opportunities that serve the greater
interest of the organization and may be allowed at the discretion of the Board.
These members of the organization may perform duties for which they may be
reimbursed any out-of-pocket expenses. A conflict of interest is determined by
a Board vote and is not automatically presumed if Board members, their families
or business interest is involved in authorized organizational activity. The
intent of this policy is to preclude unwarranted and excess benefits for
personal gain.
Section III. Procedures
1: Duty to Disclose: In connection with any actual or
possible conflict of interest the interested person must disclose to the Board
the existence of the financial gain that is likely to result in the authorized
activity. That person must leave the meeting until the vote on the conflict of
interest by the remaining members of the board has been taken.
2: Determination: Once a potential conflict of interest
has been disclosed, the Board will review all available information and facts in
the matter and make a determination. The record will reflect only the outcome
of the vote and exclude the names of members and the nature of their vote. The
vote of the Board on this matter is final and binding.
Section IV. Periodic Review
1.The policies of the organization are intended to serve
the interest of the organization. Periodic
review of the conflict of interest policy insures that
policies remain in force that protect the interest of the organization but do
not preclude the ethical and judicious pursuit of the organizations goals.
ARTICLE IX – SCHOLARSHIPS AND GIFTS
The Board may grant scholarships and gifts to members or
students who meet the criteria established for such a gift. Scholarships shall
be designated both in amount and criteria for eligibility annually. A record of
such gifts or scholarships shall be maintained.
ARTICLE X – ELECTIONS
Section1: Election of Officers shall take place at the
November business meeting at a place and time of day to be determined by the
President and approved by the Board so that adequate time may be utilized in
holding the election.
Section 2: The Nominating Committee shall present to the
membership a recommended slate of Officers and Board members, including the
names of those Board members incumbent in the offices of Historian, Membership
Director, and Publicity Director. Nominations for any Board position may be
made from the floor by any League Member, provided that anyone nominated from
the floor shall be present and shall have consented in advance. Only League
Members may be considered for positions on the Board.
ARTICLE XI – PUBLICATIONS
Section 1: The League is empowered to publish articles,
pamphlets, books, or periodicals of whatever nature it deems advisable and
feasible. These publications shall be under the editorship of the Publicity
Director or another individual appointed by the President with approval of the
Board.
Section 2: The League shall produce a Newsletter, which
may include information on upcoming meetings, elections, contests, contacts to
other organizations, information on members and other material as the Board
shall deem appropriate. The Newsletter is published quarterly and mailed as
soon as practical prior to the Quarterly meeting. The editor of the Newsletter
is appointed by the President. Nothing in the newsletter shall promote any
specific political party or philosophy, as required by conditions of the 501(c)3
IRS requirements.
Section 3: The League shall develop and maintain a
website devoted to League business. It shall not contain advertising or
personal solicitations unless approved by the Board. The President shall
appoint a Webmaster. Nothing posted on the Website shall promote political
parties or philosophies as required by conditions of the Not for Profit status
and 501(c)3 regulations.
Section 4: Rights to such publications shall be held by
the League within the limitations and restrictions of any agreement made between
the League and the author(s).
ARTICLE XII – AWARDS
The League is empowered to hold annual contests among
writers, photographers, and artists who are League Members. The contests shall
be of such nature that they will encourage creativity and professionalism and
will acquaint others in the region with the possibilities of authorship or
creative endeavor concerning the Ozarks. Contests are to be supervised by the
Board, or by a committee appointed by the President with approval of the Board,
with conditions and plans announced at membership meetings and in quarterly
newsletters.
ARTICLE XIII – AMENDMENTS
Section 1: The provisions and regulations of the League’s
Articles of Agreement and bylaws shall not be altered or amended unless a
two-thirds affirmative vote of those League Members present and voting at a
business meeting and then only if a written statement of the proposed amendment
or amendments has been made available to each League Member at least two (2)
weeks prior to the meeting.
Section 2: These bylaws cannot be amended by mail vote
unless a majority of the Board approves such vote and then only upon an
affirmative vote of two-thirds (2/3) of those League Members voting within the
time limit set by the President and approved by the Board, but which shall, on
matters relating to these bylaws, be at least two (2) weeks.
Section 3: Copies of any amendments to these bylaws shall
be made available to League Members at the quarterly business meetings.
Approved: May 20, 2006
louturn@aol.com