High Sierra Writers By-Laws

These are the proposed revised By-Laws for High Sierra Writers

Article I.          Organization

Section 1.01     The name of the organization shall be High Sierra Writers, Inc. (herein HSW), a Nevada non-profit corporation.

Section 1.02     HSW shall be governed by the laws and regulations of the State of Nevada.

Section 1.03     The address of record shall be P.O. Box 12241, Reno, 89510.

Article II.        Mission

Section 2.01     Mission Statement: To help writers achieve their goal(s), both personal and professional, through education and community.

Section 2.02     Purposes

(a)   To help members strive for their own personal excellence in writing through inspiration and learning.

(b)   To offer members professional as well as personal networking opportunities.

(c)    To benefit the community through writing-related activities.

(d)   To remain non-partisan, non-sectarian and non-profit.

Article III.      Membership

Section 3.01     Eligibility: membership is open to any individual 14 years or older (14 to 18 must have written parental consent).

Section 3.02     Standing: individuals are considered members, with all applicable rights and benefits, if current dues have been paid.

Section 3.03     Voting rights: Unless specifically provided for elsewhere in these By-laws, measures brought before the membership in attendance at an Educational Meeting shall be deemed approved with a simple majority vote.

Section 3.04      Rights and benefits

(a)   HSW exists for its members, so it is incumbent upon members to participate in the operation of the HSW in order to benefit from all HSW has to offer.

(b)   Members:

            (i)     Shall have the right to vote on all measures brought before the membership.

           (ii)    Shall be eligible to attend any Board meeting.

          (iii)    Shall receive all other benefits of the organization.

Article IV.      Board of Directors

Section 4.01     The Board of Directors shall consist of the following, and have duties and powers including, but not limited to, those listed below.

Section 4.02     President, who shall:

(a)   Preside over Board meetings, with the right to vote on all measures.

(b)   Negotiate and Sign all Board-approved contracts and binding obligations.

(c)    Monitor the Board’s compliance with these By-laws.

(d)   Create an agenda for each Board meeting, disseminating said agenda prior to that Board meeting.

(e)   Have access to the association bank account as a co-signer.

Section 4.03     Secretary, who shall:

(a)   Attend at least every other Board meeting.

(b)   Have the right to vote on all measures.

(c)    Record and preserve the proceedings of Board meetings as minutes.

(d)   Disseminate said minutes to the Board before the next Board meeting.

(e)   Preserve all official HSW documents, including minutes, in both hardcopy and electronic form (where applicable).

(f)     Provide copies of said documents upon request from a member, with notification to the Board.

(g)   Have access to the association bank account as a co-signer.

Section 4.04     Treasurer, who shall:

(a)   Attend at least every other Board meeting.

(b)   Have the right to vote on all measures.

(c)    Collect and bank all funds submitted to HSW.

(d)   Supervise all disbursements of HSW funds.

(e)   Maintain financial records under the guidelines of Article VI, Financial Practices.

Section 4.05     General Rules and Duties

(a)   The Board must have a quorum to conduct HSW business. A quorum shall consist of a simple majority of Board members.

(b)   If a Board position is vacated during a regular term of office, the Board may appoint a replacement from the membership to serve through the end of that term.

(c)    The Board shall conduct the business of HSW, with full and final authority in all matters consistent with these By-laws, and all State and Federal regulations.

(d)   At no time shall the Board carry on, or allow to be carried on in the name of HSW, any activities not permitted by non-profit organizations under Federal Internal Revenue Code Section 501(c)3.

(e)   Unless specifically stated elsewhere in these By-laws, all decisions shall be made by simple majority vote.

(f)     Membership list shall never be disseminated outside of HSW for any reason.

(g)   The Board shall enact and execute all Resolutions pertaining to the operation of HSW. Said Resolutions shall not contradict these By-laws, or violate any State or Federal regulations.

(h)   The Board shall resolve to make legal and financial arrangements for meetings, including day, time and location. Said Resolutions shall be enacted as often as necessary.

(i)     The Board shall resolve to determine the amount of annual membership dues no more often than once every two years.

Article V.       Committees

Section 5.01     Executive Committee

(a)   Shall consist of the President, Secretary and Treasurer.

(b)   Shall maintain all documents necessary for the preservation of HSW’s non-profit corporation and 501(c)3 status, filing, in proper form and in a timely manner, said documents with the State of Nevada, the Internal Revenue Service and any other agency requiring documentation.

(c)    Must be fully staffed at all times for the continuance of HSW (see Article IX, Dissolution). Note: no other Board positions or Standing Committees are required.

Article VI.      Financial Practices

Section 6.01      Fiscal Year: the fiscal year of HSW shall be the calendar year.

Section 6.02      The financial records of HSW shall be maintained under a cash accounting method.

Section 6.03      Disbursements

(a)   All disbursements must have proper documented proof of expenditure or invoice before disbursement can be made.

(b)   All disbursements must be for HSW-related expenses.

(c)    Instruments drawn against HSW funds must be signed by two Board-member signers.

Section 6.04     Debt: at no time shall HSW incur any debt with a term longer than 90 days.

Section 6.05     Earnings: no part of the earnings of HSW shall ever be for the benefit of any individual or organization outside the purposes of HSW.

Article VII.    Elections

Section 7.01     Elected Positions: The only elected positions of HSW are President, Secretary, and Treasurer.

Section 7.02     Eligibility: any member is eligible to hold any elected position.

Section 7.03     Terms: terms of office are for two years, from January 1 of the first year to December 31 of the second year.

Section 7.04     Removal: Any Board member may be removed from office by majority vote of the Board. The Board member in question does not vote.

Section 7.05     Election Process

(a)   As each board position is a two year term, general elections will be held every two years.

(b)   The proposed election slate of positions and known nominees shall be announced no later than September, or the month before elections will be held at both the monthly meeting and in the newsletter if there is one.

(c)    Written and voice requests for more nominations shall be received for 30 days from the slate announcement, and shall be approved if:

            (i)    The request comes from a member, and

           (ii)    Includes the nominee’s name, contact information and elected position for which a nomination is desired.

(d)   The final official ballot shall be presented to the membership via the monthly newsletter (if there is one), and at the October, or election month, membership meeting.

(e)   The voting shall be done via voice vote, hand vote, or written ballot vote, as deemed appropriate by the current board.

(f)     Challenges to the results must be made in writing within a week of the election. The current board members are the arbiters of challenges, their decisions final.

(g)   The final official results shall be disseminated to the membership no later than December 1.

(h)   The newly-elected officers’ terms begin January 1 (see Section 7.03)

Article VIII.  Dissolution

Section 8.01     High Sierra Writers, Inc. shall continue until dissolved by Resolution of the Board. Dissolution shall be indicated ONLY:

(a)   If the Executive Board is not fully staffed at all times, or

(b)   If HSW fails to maintain, in good order, its standing as a Nevada non-profit corporation, or

(c)    If HSW loses its Internal Revenue Code 501(c)3 status, or

(d)   If the number of current members drops below 10.

Section 8.02     If dissolution is Resolved, all expenses shall immediately be paid and any remaining assets of HSW shall be donated to a non-profit entity as determined by a simple majority vote of the remaining Board members. Said Board members shall have the authority to supercede Article VI, Section 6.03(c) for the purpose of dissolution only.


Article IX.      Entire Document: these By-laws, Amendments and Resolutions constitute the entire operating documents of HSW. If any part of said documents are made void by law, the remainder of said documents shall remain in full effect.