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Write Action Bylaws

Revised

Article I: Name

The name of the organization shall be Write Action Inc.

Article II: Purpose

Write Action is a non-profit organization formed to strengthen a community of writers in Brattleboro and the surrounding area; and to encourage, nurture, and promote the literary arts for the benefit of the writing and at-large communities.

Article III: Officers

The Officers shall consist of a President, a Vice President, a Secretary, and a Treasurer.

The President shall preside over all board meetings and set the agenda. In his or her absence, the Vice President shall preside and set the agenda. The President may call an extraordinary meeting of the board with at least a week‚s notice.

The Vice President shall assist the President and operate as the President when the President is incapacitated or otherwise absent.

The Secretary shall keep and distribute the minutes of board meetings. In the absence of the secretary, those present at a meeting shall appoint someone to keep the minutes. The secretary or his or her designee shall also keep an e-mail list of all interested in the activities of Write Action.

The Treasurer shall keep the financial books and dispense funds as permitted by the bylaws and instructed by the Board. The fiscal year shall be the calendar year. The Board shall see that an independent audit of the books is done at the end of each fiscal year and submitted to the Board for ratification.

The duties of any officer may be delegated by agreement of the Board.

There shall be no payment except expenses to any Director who is acting in the capacity of Director.

Article IV: Board

The Board of Directors shall be composed of the four officers and five members at large. The five members shall be chosen initially by the existing steering committee from those most interested who have been active on the steering committee in the past. Thereafter the Board shall be self-perpetuating.

The initial nine member Board shall divide itself by lot into three members for a one year term, three for two year terms, and three for three year terms, except that no more than two officers may be in any one category. Directors may be reelected to succeeding terms.

The Board shall meet regularly at least every other month, on call by the President, or by a petition of at least four directors, unless there is a vote at a meeting to postpone or do without a subsequent meeting. There shall be warning of a meeting at least one week in advance unless waved by all Directors. A quorum shall be five.

A member of the Board may be removed by a vote of six members present and voting.

Decisions of the Board shall be by consensus wherever possible, but when a consensus appears impossible, after a straw vote they shall be by a two-thirds majority of those present.

The annual meeting of the Board shall be the first meeting in each calendar year. Election to openings on the Board by rotation shall be held at the annual meeting, but vacancies may be filled at any time by majority vote of those present at the time of the vote.

The Board shall have authority over and responsibility for all activities of Write Action.

Article V: Membership

Anyone who signs up on any of the Write Action mailing lists is considered a member. There shall be no dues. Meetings of the Board shall be open to any member who wishes to attend unless a given meeting is closed for cause by the Board.

Article VI: Committees

There shall be no standing committees. Committees and task forces may be formed at any time by the Board and may contain members who are not Directors.

Article VII: The Linn Harris-Seares Writers‚ Emergency Fund

The Fund is to help writers who are in a dire financial emergency. Write Action came into being to raise funds to help a fellow writer and such help remains an important part of the mission. The maximum amount per award shall be $300.

Article VIII: Amendments

The bylaws may be amended at any time at a duly warned meeting by a two-thirds majority of those present and voting..

Article IX: Dissolution

The dissolution of Write Action may be effected by a vote of two-thirds of the Directors. No remaining assets may be distributed to the Directors but must be distributed by vote of the Directors to a non-profit organization, if possible to a non-profit organization interested in the arts, especially literature.