Bylaws of Temecula Valley Writers and Illustrators
The name of the Organization is Temecula Valley Writers and Illustrators. The Organization is organized in accordance with the Nonprofit Corporation Act of California, as amended. The Organization has not been formed to make any profit or personal financial gain. The assets and income of the Organization shall not be distributable to or benefit the trustees, directors, officers, or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to directors, employees, and independent contractors for services provided for the Organization's benefit or reimbursement to any party for expenses incurred on behalf of the Organization. This Organization shall not carry on any other activities not permitted to be carried on by an Organization exempt from federal income tax. The Organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the Organization is the following:
The mission of Temecula Valley Writers and Illustrators is to support and encourage the local creative community in their endeavors and provide a platform for personal and professional growth.
The Organization is organized exclusively for purposes pursuant to section 501(c)(3) of the Internal Revenue Code.
Change of Address
The Board of Directors has full power and authority to change the principal office of the Corporation from one location to another in the County of Riverside, California, or the state of California. Any change of address will be noted by the Secretary in these Bylaws but will not be considered an amendment of these Bylaws.
ARTICLE I
MEETINGS
Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors.
Section 2. Regular Meeting. The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 3. Special Meeting. Special meetings may be requested by the President, Secretary, Treasurer, or a quorum of the Board of Directors with 24-hour notice. Special meetings are not required to be held at a geographic location if the meeting is held by means of the Internet of other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.
Section 4. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice, written or electronic, shall state the place, date, and hour of the meeting, and if for a special meeting, the purpose.
Section 5. Place of Meeting. Meetings shall be held at a geographic location or by means of the internet or other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments. Unless the articles of incorporation or bylaws provide otherwise, the Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by this means shall be deemed present in person at the meeting.
Section 6. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business that might have been transacted at the meeting as originally scheduled may be transacted. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in the representation of less than a quorum.
Section 7. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing or by electronic communications technology, setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.
Section 8. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the Organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the meeting minutes. The Board shall keep written minutes of its proceedings in its permanent records.
ARTICLE II
DIRECTORS
Section 1. Number of Directors. The Organization shall be managed by a Board of Directors consisting of 3 director(s).
Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of 4 years (s), or until a successor has been elected and qualified.
Section 3. Quorum. A majority of directors shall constitute a quorum.
Section 4. Adverse Interest. In determining a quorum of the directors or voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Section 5. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Section 6. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
Section 7. Special Advisors to the Board of Directors. To the extent permitted by law the Board of Directors may appoint special advisors to the Board of Directors. These non-voting members will represent the constituency of the Organization. Positions may include Director of Artist Liaison, Director of Writer Liaison, and Director of Finance, in addition to other positions deemed necessary.
ARTICLE III
OFFICERS
Section 1. Number of Officers. The officers of the Organization shall be a President, a Treasurer, and a Secretary. Two or more offices may be held by one person. The President/Chairman may not concurrently serve as the Secretary or Treasurer/CFO.
President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board.
Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the Organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings.
Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the Organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.
Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors immediately following the annual meeting. Each officer shall serve a four year term or until a successor has been elected and qualified.
Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the Organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The Organization shall not have a corporate seal. All instruments that are executed on behalf of the Organization which are acknowledged and which affect an interest in real estate shall be executed by the President and the Secretary or Treasurer. All other instruments executed by the Organization, including a release of mortgage or lien, may be executed by the President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
ARTICLE V
MEMBERS
Section 1. New Members. New members will be accepted any time during the Organization's fiscal year.
Section 2. Classes of Regular Members and Their Dues. Any individual, corporate organization, or group, by making application and payment of dues, may become a regular member of the Organization. The Board of Directors shall determine classes of membership and their dues.
Section 3. Honorary or Life Members. The Board of Directors may elect to bestow honorary or life membership on any person, business, organization or groups who have made outstanding contributions to local history or the work of the Organization.
Section 4. Number of Members. There is no limit on the number of members that the Organization may admit.
Section 5. Application Fee. No fee will be charged for making application for membership in the Organization.
Section 6. Payment of Dues. All members must pay regular dues on an annual, monthly, or periodic recurrent basis as determined by resolution of the Board of Directors. The first payment of dues of each member is payable and must be submitted in full with the application for membership. Future dues are due and payable on the periodic schedule as outlined in their membership agreement with the Organization. Any member, on learning of the amount of dues and the time fixed for payment, may avoid liability for the dues by promptly resigning from membership, except if the member is, by contract or otherwise, liable for the dues.
Section 7. Transferability of Membership. Neither membership in the Organization nor any rights in the membership may be transferred or assigned for value or otherwise.
Section 8. Membership Book. The Organization will keep a membership book containing the name, address, and class of each member in any form capable of being converted into written form. The membership book must note if a membership has terminated, the manner of termination, and the date on which that membership ceased. The membership book will be kept at the principal office of the Organization and is subject to the rights of inspection required by law and as set forth in Article 5, Section 9 of these Bylaws.
Section 9. Inspection Rights of Members. Membership in the Association is confidential. Notwithstanding any other provision of these Bylaws, the membership book is not available for inspection by any person, whether or not a member of this Organization, except as required by law and except as follows: active Board Members and Officers of the Organization will have access, as needed, to the membership book for the purposes of conducting the business of the Organization.
Section 10. Termination of Membership - By Resignation or Death. The membership of any member of the Organization automatically terminates on the death of the member or on receipt of the member's written request for termination delivered to the President or Secretary of the Organization personally or by United States mail. Termination of membership does not relieve the member, or the member's estate in the event of termination by death, of the obligation to pay any dues, assessments, or other charges that accrue and remain unpaid at termination.
Section 11. Termination of Membership - By Nonpayment of Dues or Assessments. The membership of any member who fails to pay membership dues or assessments within 30 days after they become due automatically terminates at the end of that 30-day period, provided that the member was given written notice, within 10 days before the due date, that the dues or assessments were due and payable as of that date. Written notice shall be delivered to the recipient personally or means of electronic communication to the address of the member as it appears in the membership book of the Organization. In the event that timely written notice is not given as provided in the preceding sentence, membership will not terminate for nonpayment of dues or assessments until that notice is given and the dues and assessments have not been fully paid within 30 days following that notice.
Section 12. Rights on Termination. All rights and interests of a member in the Organization cease on the termination of membership.
Section 13. Reinstatement. Any member whose membership is terminated, other than by death, may have his or her membership reinstated on the terms as the Board of Directors deems appropriate by filing a written request for reinstatement with the President or Secretary of the Organization. On approval of the request by a majority of the Board present at the meeting at which the request is considered, provided that a quorum is present at the meeting, the membership will be reinstated.
Section 14. Suspension and Expulsion. The Board of Directors is authorized to reprove either privately or publicly, impose a fine, suspend from membership for a period of not more than one year, or to censure, suspend, and fine, or expel from membership any member of this Organization for good cause.
(b) "Good cause," as used in this section, means any of the following:
(1) Any conduct that brings the Organization into public disrepute or violates the purposes for which this Organization is formed.
(2) Any willful failure or refusal to abide by the Articles of Organization, bylaws, or Rules of this Organization.
(3) Any willful failure or refusal to abide by the terms of an award in any arbitration proceeding under the terms of this Article after having agreed in writing to do so and after having received notice of the award.
(4) Any willful failure or refusal to pay any assessment levied pursuant to the provisions of this Article.
(5) Any willful failure or refusal to abide by the Code of Ethics of the Organization.
(c) For purposes of this section, the following definitions shall apply:
(1) A "private reproval" is a reproval in letter form, signed by the President of the Organization, and sent to the subject member by certified or registered mail, return receipt requested. A copy of the letter and the return receipt must be filed with the minutes of the Board meeting imposing discipline.
(2) A "public reproval" is the same as a private reproval except that in addition to sending a letter to the subject member and filing a copy of the letter, together with the return receipt, with the minutes of the Board meeting imposing discipline, a copy of the letter is read to the membership at the next regular meeting at which a quorum is present.
(3) A "suspension" requires compliance with the public reproval requirements of Subsection (2). In addition, all voting and other rights of the member during the term of the suspension are terminated, provided, however, that the member may not be relieved of any liability for payment of dues or assessments falling due or levied during the period of suspension.
(4) An "expulsion" requires compliance with the public reproval requirements of Subsection (2). In addition, the membership of the member in this Organization is immediately and conclusively terminated, provided, however, that the member may not be relieved of any liability for the payment of dues and assessments accruing before the hearing on the charges against the member as provided in Subsection (d), below.
(5) A "fine" may be imposed separately, in which case compliance with Subsection (1) is required, or a fine may be imposed in addition to a public reproval or suspension.
(d) Procedure:
(1) Proceedings against a subject member may be initiated by resolution of the Board of Directors adopted at any meeting at which a quorum is present, or by petition signed by at least 50% of the voting members of the Organization, filed with the Secretary or President of the Organization.
(2) On adoption of the resolution or receipt of the petition, the President, or the Vice-President if the President is unable or refuses to act, will schedule the matter to be heard at the next regular or special meeting held not less than 20 days nor more than 40 days after the date the resolution is adopted or the petition received, as the case may be. The Secretary, or other person appointed by the President for the purpose, will deliver at least 10 days before the date of the hearing a copy of the resolution or petition, together with a notice of the time and place of the hearing, to the subject member either in person or by United States mail addressed to the member at the address as it appears on the books of the Organization. If the person whose duty it is to serve the notice fail or refuse to do so, the copy and notice may be delivered by any Board Member of the Organization; in this event the matter will heard at the next regular or special meeting of the Board at which a quorum is present held not less than 10 days after the copy and notice are personally delivered or deposited in the United States mail. If a quorum fails to attend that meeting, the matter will be heard at the next succeeding regular or special meeting. However, if a quorum fails to attend the next succeeding regular or special meeting, the matter against the subject member shall be dismissed. This dismissal is automatic and final, except that the alleged conduct of the subject member giving rise to the proceeding may be considered in any subsequent proceeding under this section based on future alleged misconduct.
(3) Notwithstanding any other provision in these bylaws, notice of the meeting at which the hearing is first scheduled or subsequently scheduled must be given to all Board Members as required by these bylaws for special meetings of the Board.
(4) The hearing will be informal and the rules of evidence and rules of judicial procedure need not be observed. The President of the Organization will preside over the hearing. The President will (i) read the charges against the subject member; (ii) require that the charges be verified by the testimony of the person or persons making them; (iii) hear any other witnesses against the subject member; (iv) allow the subject member to cross-examine each witness; (v) allow the subject member to make a statement in his or her own behalf; (vi) allow the subject member to call witnesses in his or her own behalf; (vii) allow the Board Members present, when and as recognized by the chair, and subject to the control of the chair, to question witnesses; and (viii) rule on the admission and exclusion of evidence and on questions of hearing procedure.
(5) After the hearing has closed, the Board Members will vote on whether to impose discipline or dismiss the matter. If they vote to impose discipline but cannot agree on the nature and extent of discipline, the discipline will be a private reproval provided. Any vote imposing discipline or dismissing the matter is final.
(6) All rights of the subject member in the Organization or in its property cease on expulsion.
ARTICLE VI
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors by a two-thirds majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.
ARTICLE VII
INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this Organization shall be indemnified and held harmless by the Organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Organization to provide broader indemnification rights).
Section 1. Arbitration.
(a) Any controversy between members involving their membership will, on the written request of any member involved in the controversy filed with the President or Secretary of the Organization, be submitted to arbitration. The arbitration must, except as otherwise provided in these bylaws, comply with Code Civ. Proc. §§ 1281-1288.8.
(b) Each party to the controversy will nominate one Active Member of the Organization as an arbitrator. The two arbitrators selected by the members will select a third arbitrator from the Board of Directors. The third arbitrator is the neutral arbitrator.
(c) The neutral arbitrator will appoint a time and place for the arbitration hearing and cause notice to be served personally or by registered or certified mail on the parties to the arbitration and on the other arbitrators not less than seven days before the hearing. Presence at the hearing waives the right to notice.
(d) The neutral arbitrator may adjourn the hearing from time to time as necessary. On request of a party to the arbitration for good cause, or on the neutral arbitrator's own determination, the neutral arbitrator may postpone the hearing to a time not later than the date fixed by the agreement for making the award, or to a later date if the parties to the arbitration consent to the postponement.
(e) The neutral arbitrator will preside at the hearing, rule on the admission and exclusion of evidence and on questions of hearing procedure, and exercise all powers relating to the conduct of the hearing.
(f) The parties to the arbitration are entitled to be heard, to present evidence, and to cross-examine witnesses appearing at the hearing. However, rules of evidence and rules of judicial procedure need not be observed.
(g) Any award must be in writing and signed by the concurring arbitrators. The written award must include a determination of all questions submitted to the arbitrators that are necessary to determine the controversy. The neutral arbitrator will serve a signed copy of the award on each party to the arbitration, personally or by registered or certified mail.
(h) The award must be made within 90 days after the conclusion of the hearing. The objection that the award was not timely made is waived unless the objecting party gives the arbitrators written notice of the objection before receiving service of a signed copy of the award.
(i) An award may be corrected and enforced as prescribed in Code Civ. Proc. §§ 1284, 1285 et seq.
(j) Each party to the arbitration will pay the expenses and fees of the arbitrator selected by them. Each party to the arbitration will pay their pro rata share of the expenses and fees of the neutral arbitrator, plus any other expenses incurred or approved by the neutral arbitrator, not including counsel fees, witness fees, or other expenses incurred by a party for his or her own benefit.
ARTICLE VIII
DISSOLUTION
The Organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the Organization, the assets shall be applied and distributed as follows: All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organizations, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this Organization, as determined by the Board of Directors.
ARTICLE IX
NON-DISCRIMINATION
The Organization does not condone or support, nor will it tolerate, any form of discrimination based upon race, color, national origin, sex, gender, age, religion, ethnic identity, or any disadvantaged group protected by federal, state, or local law or ordinance. This discrimination prohibition applies to Organization members, officers, directors, volunteers and any person or entity associated with the Organization.
Certification
This true and correct copy of the bylaws of Temecula Valley Writers and Illustrators was certified by the Board of Directors on May 16, 2024.
