Bylaws of The San Diego Writers and Editors Guild

ARTICLE I

Name and Legal Status

1.1 The name of this organization shall be The San Diego Writers and Editors Guild, herein referred to as SDWEG or the Guild.

1.2 The San Diego Writers and Editors Guild is a 501(c)3 nonprofit Public Benefit Corporation.

1.3 The Corporation will maintain as its principal place of business at 2307 Fenton Parkway, Suite 107-266, San Diego, CA 92108.

1.4 The fiscal year of the corporation shall be from January 1 to December 31 of each year.

1.5 The Guild endorses and adopts the Code of Ethics and Fair Practices of the American Society of Journalists and Authors. (See Appendix I below)

ARTICLE II

Mission Statement

2.1 The Guild shall promote, support, and encourage the writing arts for adults and youth at every level of experience.

2.2 The Guild shall be governed by its Articles of Incorporation, these Bylaws, and a Procedures Manual, as amended from time to time.

2.3 The Guild will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law.

2.4 The Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future federal tax law. No part of the activities of the Guild shall consist of any political campaign, nor shall the Guild carry on business with the general public in a manner similar to an organization operated for profit.

ARTICLE III

Membership

3.1 Membership classifications: General Member, Student Member, Life Member and Honorary Member.

3.1a General Member: No requirement beyond paying the dues. A member in good standing is defined as one who is current on their dues.
3.1b Student Member: A high school or full-time college student enters the Guild at a discounted rate for a period of one year.
3.1c Life Member: A member who has purchased a Life Member status. In 2016 the Board of Directors terminated this classification; previous awardees will retain their status.

3.2 General and Student memberships shall be granted upon completion of a membership form and receipt of dues. The Board of Directors may terminate or deny membership to any person with a two-thirds (2/3) majority vote.

3.3 Membership dues shall be as determined by the Board of Directors.

3.4 Membership Benefits:

3.4a Vote for the Board of Directors.
3.4b Opportunity to become a member of the Board of Directors.
3.4c Other benefits as determined by the Board of Directors.

ARTICLE IV

Meetings

4.1 General Monthly Membership meetings of the Guild will be held as scheduled by the Board of Directors and shall consist of speakers, general business, and/or social activities. The date, time, and location of all meetings shall be announced on the SDWEG website.

4.1a Guests will be charged an amount as prescribed by the Board of Directors.
4.1b The October General Meeting shall be designated as the Annual meeting to elect Board Members.

4.2 Board of Directors Meetings shall meet in person, by video conference, or telephone conference call on a monthly basis to conduct the business of SDWEG. Official actions will require a vote by a simple majority.

4.2a Monthly Board meetings will be held at a time and place prescribed by the Board of Directors each month. The date, time, and location of these meetings shall be posted on the website and the newsletters.
4.2b A quorum is necessary to consider any action on a matter brought before the board and shall consist of a majority of board members. However, should a quorum not be present, a majority of the Directors present may adjourn the meeting from time to time to another time and place, without notice other than announcement at such meeting, until a quorum shall be present.
4.2c Members of the Guild who are not Board members may attend Board Meetings and speak as recognized by the meeting chair, but will have no voting privileges.
4.2d Robert’s Rules of Order, Newly Revised shall govern the proceedings of this organization.

4.3 Special Board of Directors’ meetings may be called by the President, or by a consensus of three board members who will notify the remaining board members.

4.4 Other meetings may be called as determined by the Board of Directors.

4.5 Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or any such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or any such committee shall be filed with the minutes of the proceedings of the Board or such committee.

ARTICLE V

Board of Directors

5.1 The Board of Directors, which shall consist of eleven voting directors, are SDWEG Members elected through general elections to control and manage the affairs and operations of the Guild by attendance and participation.

5.1a Members of the Board of Directors shall be familiar with the legal requirements for maintaining SDWEG’s status as a non-profit organization.
5.1b A candidate for Board position must be a member in good standing and participate in SDWEG events.
5.1c The term for each member of the Board of Directors shall be two (2) years. There are no term limits for serving. Directors shall attend board meetings, participate in discussions, and each director will have one vote.
5.1d The members of the Board of Directors shall be the four (4) Officers (President, Vice President, Secretary, and Treasurer) and six (6) At-Large members. The eleventh voting director position will be filled by the Immediate Past President.
5.1e In the event the Immediate Past President declines this position, the President shall propose a member in good standing to fill the remainder of the term of the vacancy, and must be approved by a majority vote of the Directors.

5.2 The November and December board meetings shall be attended by the current board members and the new board members.

5.3 A Procedural Handbook shall be created by the Board of Directors.

5.3a This Procedural Handbook shall enumerate and detail the duties of the Officers and Board of Directors. It shall establish the Standing and AdHoc Committees, name Committee Chairpersons and Assistants, and enumerate the duties and procedures of said Committees.
5.3b The Procedural Handbook shall be reviewed annually by the current directors and the newly elected directors during November and December. Revisions will be approved by the Board of Directors at the January Board of Directors meeting and will remain in force unless amendments are required during the year which will be approved by the Board of Directors at that time.

5.4 Members of the Board of Directors may be appointed or may volunteer to serve as a committee chair.

5.4a In the event the committee chair is not filled from the Members of the Board, the President may seek volunteers from among the general membership. Those volunteers for a Committee Chairperson may be invited to report on and participate in discussions regarding their committee activities at Board of Directors meetings.
5.4b Any Committee Chairperson selected from the General Membership will not have voting privileges.

5.5 Following the approval of the Board of Directors, a designated individual will have specific authority to hire employees or to contract for specific services for the Guild. These services shall be periodically reviewed by the Board for potential conflict of interest issues and shall be dealt with as outlined in the procedural manual.

5.6 In the event of a vacancy on the Board of Directors, the President or acting President, shall propose a member in good standing to fill the remainder of the term of the vacancy, and must be approved by a majority vote of the Directors.

5.7 Any Director may resign from office at any time by sending a letter or email of resignation to all members of the Board of Directors. The acceptance of the resignation shall not be necessary to make the resignation effective.

5.8 A Director of the Guild may be removed from that position by a two-third majority vote of the Board of Directors conducted electronically or in person. The Director under consideration for removal shall abstain from that vote.

5.8a Removal from the Board of Directors will not affect a person’s Guild Membership status, unless the person’s Guild Membership is also terminated.
5.8b If a person’s Guild membership has been terminated, the person’s seat on the Board of Directors shall likewise be terminated.

ARTICLE VI

Officers

6.1 The Officers of San Diego Writers and Editors Guild and their duties shall be the following with the specific details outlined in the Procedural Handbook.

6.1a At the January Board of Directors meeting, the newly formed Board of Directors shall nominate and elect, by majority vote, the officers. The officers will assume their duties effective immediately to serve for one year. Officers may succeed themselves if re-elected.
6.1b The President shall act as presiding officer of the Guild in managing all business proceedings and will act as the Guild's public representative.The President shall have such other powers and shall perform such other duties as may from time to time be assigned to the President by the Board.
6.1c The Vice President shall, in the absence of the President, assume the duties of the President. The Vice President shall have such other powers and shall perform such other duties as may from time to time be assigned to the President by the Board.
6.1d The Secretary shall record and archive all SDWEG board meeting minutes and retain the original hard copy of Bylaws as a permanent record. The Secretary shall have such other powers and shall perform such other duties as may from time to time be assigned to the Secretary by the Board.
6.1e The Treasurer shall collect, deposit, transfer, and disburse all monies belonging to the Guild and submit monthly reports to the board. The Treasurer shall have such other powers and shall perform such other duties as may from time to time be assigned to the Treasurer by the Board.
6.1f The Fiscal Administrator shall be responsible for all budget preparations, project expenditures, annual reports and any required state and federal filings. The Fiscal Administrator shall have such other powers and shall perform such other duties as may from time to time be assigned to the Treasurer by the Board.

6.2 An Officer may resign from the Officer position.

6.2a If the Officer resigns from the Officer position without resigning from the board, a special election will be called pursuant to 4.3 to receive nominations and elect a Director to fill the vacant Officer position.
6.2b In the event an Officer resigns resulting in a board vacancy, such Director of the Board vacancy shall be filled pursuant to 5.3.
6.2c After the Director position has been filled, a special election will be called pursuant to 4.3 to receive nominations and elect a Director for the vacant Officer position.

6.3 In the event any Officer of the Guild is unable to perform their duties, the Board may delegate all or any part of the powers or duties of that Officer to any other Officer or to any Director or Directors.

ARTICLE VII

Voting

7.1 All members of the Guild in good standing are eligible to vote for director candidates who will fill positions on the Board of Directors the following January.

7.2 Any member of the Guild who is a San Diego County resident and has been a member in good standing of the Guild for a minimum of one year may run for a position on the Board of Directors.

7.3 Votes may be submitted by paper ballot or by electronic means as directed by the Board of Directors. All votes must be retained and archived; no votes by telephone will be accepted.

7.4 Five Directors will be elected during alternate years to serve a two (2)-year term. The eleventh voting director position will be filled by the Immediate Past President and does not require a membership vote.

7.4a A nominating committee shall be appointed by the President in July to nominate directors for the coming year. This committee shall report to the Board of Directors no later than August 15th identifying the slate of candidates who will run for available board positions. If a Director chooses to continue to serve, he/she may be included on the slate of nominees.
7.4b The names and short bios of the nominees shall be listed in the September newsletter/website and be announced at the September membership meeting. Additional nominations may be received from the floor at the September membership meeting.

7.5 Directors shall be elected at the October Annual membership meeting.

ARTICLE VIII

Awards

8.1 SDWEG has established and will present two awards: the Odin Award and the Rhoda Riddell Builders Award.

8.2 The Odin Award may be awarded to authors in San Diego County with a significant body of published work.

8.2a The Odin Award recipient will be chosen in the following manner: Every five years, the President, with the approval of the Board of Directors, shall call for the formation of the Odin Award Committee. This Committee shall compile the list and make recommendations to the Board of Directors of the qualified candidates.
8.2b The final selection will be made by majority vote of the Board of Directors.

8.3 The Rhoda Riddell Builders Award may be awarded to a Guild member who has been instrumental in building and expanding the Guild.

8.3a Candidates for The Rhoda Riddell Award may be nominated at any time by any current Board member.
8.3b The recipient shall be approved by majority vote of the Board of Directors.

8.4 The Vice President shall be responsible for the presentation of the two awards at a time and place determined by the Board of Directors.

8.5 Honorary Certificate of Appreciation: The Board of Directors may by majority vote offer this certificate of appreciation to a person whose contributions to the writing community add stature to the San Diego Writers and Editors Guild. Awarding the certificate does not constitute automatic membership to the Guild. Other details shall be outlined in the procedural manual.

ARTICLE IX

Dissolution

9.1 In the event of dissolution of the Guild, all assets shall be liquidated, all dues collected, and debts resolved. The proceeds shall be combined with all monies in the treasury and shall be turned over to a School of Journalism or shall be contributed to a scholarship fund, either of which will be chosen at the time of dissolution.

ARTICLE X

Amendments

10.1 Amendments to the bylaws must be approved by a two-thirds (2/3) vote of the Board of Directors.

10.2 Amendments to these bylaws were accepted by a two-thirds (2/3) vote and incorporated into the minutes on March 4, 1982; September 13, 1993; September 28, 1993; September 8, 1997; March 12, 2001; February 9, 2004; September 13, 2010; January 10, 2012; January 9, 2013; August 9, 2016; June 20, 2017; July 11, 2017; and May 14, 2019, June 8, 2021.

10.3 The original hard copy of these bylaws shall be archived as a permanent record by the Secretary.

10.4 These bylaws shall be published on the Guild’s website SDWEG.org.

_________________________________________________ Sarah Faxon, President Date

__________________________________________________ Laurie Asher, Secretary Date

Appendix I

FOR OFFICERS, DIRECTORS, STAFF, AND MEMBERS OF THE AMERICAN SOCIETY OF JOURNALISTS AND AUTHORS INC.

The open exchange of ideas, freedom of thought and expression, and mutual respect for the organization’s leadership, staff, and members are central to the continuing mission of the American Society of Journalists and Authors, Inc. (ASJA). In furtherance of this mission and to provide a welcoming and productive experience for everyone involved in organizational activities, the ASJA has adopted this Code of Conduct. ASJA is dedicated to the highest standards of legal, professional, and ethical conduct and compliance with this Code will enhance and protect the reputation and integrity of the organization. Leadership, members, and staff of ASJA should familiarize themselves with this Code of Conduct, but failure to read the Code will not excuse non-compliance. Membership in ASJA comes with many benefits and a few obligations, the most important of which are these:

Harassment

The leadership, staff, and members of ASJA are expected to always treat others, whether within or outside the organization, with professionalism and respect. To that end, harassment will not be tolerated.

Harassment can take many forms. For the purpose of this Code of Conduct, “harassment” is any behavior (including online communications) that is deemed to be hostile or offensive. It includes, but is not limited to:

Verbal or written comments or communications that are insulting, degrading, or threatening;
Verbal or written comments or communications that are sexually graphic or sexually suggestive;
Sustained disruption of talks, presentations, or other ASJA-sponsored events; Deliberate intimidation;
Initiation of inappropriate physical contact of a violent or sexual nature; Unwelcome sexual attention, including repeated flirtations or advances; Promoting, encouraging, or intentionally concealing any harassing behavior.

Intent to offend is not an element of harassment, which also includes actions that are intended to be jokes, teasing, or kidding.

Harassment also includes non-compliance with specific standards of conduct established for participation in ASJA programs such as the Forums, Client Connections, and virtual activities.

Leadership and staff of ASJA shall respond appropriately to any act of harassment, whether seen or reported by a third party. Members of the organization who are victims of harassment, or who observe any such acts, are expected to report the incident to leadership or staff. An appropriate response shall be based on the circumstances of the situation and may include an investigation into the incident and/or sanctions against the

individual or individuals responsible for the harassment. Such sanctions may include suspension of access to an activity or program for a length of time deemed by the Board of Directors to be appropriate to the incident. In extreme circumstances, suspension may be permanent or membership in ASJA may be revoked pursuant to ASJA's Bylaws.

Violation of Professional Ethics and Responsibility Standards The leadership, staff, members of ASJA, and others participating in ASJA events are expected to always maintain a high level of professional ethics and responsibility. This standard includes, but is not limited to:

Recognizing that ASJA resources are limited and should be used responsibly and for their intended purpose, and that those resources specifically include the time and effort of volunteers and staff;

Conducting ASJA business matters with honesty, integrity, due diligence, and competence, and always in the best interests of ASJA;
Avoiding conflicts of interest, whether real or perceived and disclosing existing conflicts of interest;
Treating others, whether inside or outside ASJA, with respect;
Leading by example when serving the needs of ASJA.

Application

This Code of Conduct applies to ASJA leadership, volunteers, members, staff, and to everyone attending an ASJA event, including speakers, sponsors, exhibitors, and vendors.

Members shall not be entitled to reimbursement of membership dues for loss of benefits imposed pursuant to this Code of Conduct.

Founded in 1948, ASJA is the nation's leading professional organization of independent nonfiction writers. Our membership includes outstanding freelance writers of magazine articles, trade publications, custom content, books, and many other forms of nonfiction writing, each of whom has met ASJA's exacting standards of professional achievement. ASJA recognizes the importance of a free and unfettered press and for decades the organization’s advocacy in support of the First Amendment has been unwavering. This Code of Conduct respects ASJA’s advocacy in support of free expressions while ensuring the professional atmosphere and experience that its leadership, volunteers, members, and staff deserve.