(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.

(e)     To encourage our youth to literary efforts and literacy through scholarships, contests, community involvement, and any other activity deemed appropriate by the League.

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 on a regular basis—no less than monthly—updates on all categories of active members. A Membership Directory is published once per year by the Treasurer, and made available to the members at the May meeting.

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 Ozarks Writers League, 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 Director 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.  (See Article III, Sec. 2, re: Historian)   In the event that one or more members of the  Board resigns, the incoming President shall fill the vacancy or vacancies by appointment, subject to approval by a majority of the Board.   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, Contest  Chair, Parliamentarian, Historian, and others as needed. When deemed necessary, the President may appoint outside the Board of Directors to fill any of these positions, with the person appointed fulfilling the duties, but not serving on the Board itself.  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 and follow the guidelines adopted by the Board in the Handbook for Treasury Operations.

When required by grants or conditions of the 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. 

Section 7:  Duties of the Membership Director

The membership director , coordinates with the Treasurer to maintain the general membership records, 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 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 31^st, 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 Board of Directors 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.  A general membership business meeting shall be held at least once a year.  In general, Robert’s Rules of orders are used to govern League meetings.

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 one other Director, appointed by the President.  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 Ozarks Writers League’s 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 by the Treasurer.

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.   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 voted 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, and/or on the League’s website.

Approved: May 20, 2006

(There have been two amendments made to these by-laws in the past years, and they are incorporated into the current bylaws).