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, referred to as SDWEG or the Guild.

1.2 The San Diego Writers and 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.

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 the Procedure 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. Additionally, Board member duties will be altered to accommodate disabilities.

2.4 The Guild 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 of1986, 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.

3.1.a General Member: No requirement beyond paying the dues. A member in good-standing is defined as one who is current on their dues.
3.1.b Student Member: A high school or full-time college student enters the Guild at a discounted rate for a period of one year.
3.1.c 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) vote.

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

3.4 Membership benefits:

3.4.a Vote for the Board of Directors
3.4.b Opportunity to become a member of the Board of Directors
3.4.c 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, as well as on at least one of the newsletters (the Writer’s Life and Roundup) at least three days in advance of the event.

4.1.a Guests will be charged an amount as prescribed by the Board of Directors.
4.1.b 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.

4.2.a 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 announced in at least one newsletter (the Writer’s Life and Roundup) three days in advance of a meeting.

4.2.b 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 Board members present may adjourn the meeting to another time and place, without notice other than an announcement at such meeting, until a quorum shall be present.

4.2.c 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.

4.2.d Meetings shall be guided by Robert’s Rules of Order, Newly Revised. In circumstances not provided for in these Bylaws, Robert’s Rules will be used as guidance.

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 If a meeting is called regarding the conduct of one Board member, that member is to be given a chance to correct their conduct. The Board shall give the individual a warning, and only upon the individual repeating the same unwanted conduct, shall the Board remove that individual from the Board with a 2/3rd vote.

4.6 Membership Voting: The membership’s annual vote for the Board of Directors may be conducted by the website. Ballots may be collected and counted by the Guild’s website.

ARTICLE V

Board of Directors

5.1 The Board of Directors, which shall consist of eleven voting directors, are SDWEG members, ten of whom are elected through general elections to control and manage the affairs and operations of the Guild by attendance and participation. The eleventh director serves as an advisor and shall be a past president of the Board.

5.1.a Members of the Board of Directors shall be familiar with the legal requirements for maintaining SDWEG’s status as a nonprofit organization to be covered in an orientation that may be provided outside the November and December board meetings.
5.1.b A candidate for a board position must be a member in good standing and participate in SDWEG events.
5.1.c The term for each elected member of the Board of Directors shall be two (2) years, beginning the January after the annual election. There are no term limits for serving. Board members shall attend board meetings, participate in discussions, and each Board member will have one vote.

5.1.d 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 (11) voting director position will be filled by the Immediate Past President.

5.1.e In the event the Immediate Past President declines the position, the President shall propose a member in good standing to fill the remainder of the Immediate Past President’s term, and be approved by a majority vote of Directors.

5.1.f Nominations for Board Officer vacancies being filled between election periods, will first be taken from existing Board members, after which nominations can be made from the general membership.

5.1.g When a nomination is made from the general membership, the Board will first invite the nominee to attend a Board meeting. After the nominee has left the meeting, the Board will then vote whether that person should be a member-at-large.

5.1.h Voting between Board of Directors meetings may be conducted by email providing there are no objections. Members will state clearly what they are voting for. Abstentions will not affect this process. The email vote will be ratified by Board members in the next Board of Directors meeting.

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

5.3 A Procedure Manual shall be created by the Board of Directors.

5.3.a This manual shall enumerate and detail the duties of the Officers and Board of Directors. It shall establish the Standing and Ad Hoc Committees, name Committee Chairpersons and Assistants, and enumerate the duties and procedures of said Committees.

5.3.b The Procedure Manual shall be reviewed by the current directors and the newly elected directors as needed. Revisions will be approved by the Board of Directors and will remain in force until amended.

5.3.c Between November and December, new Board members will be given an orientation to fill vacant positions and be mentored by those Board members who will be leaving. This orientation may be given outside of Board meetings.

5.3.d Sometime between January and March of every year the bylaws and procedure manual will be reviewed by all board members at a dedicated meeting. Changes can be made by a motion at that meeting, or if more extensive changes are needed, a committee will be formed which will bring suggested changes before the board for approval.

5.4 A member of the Board of Directors may be appointed or may volunteer to serve as a Committee Chair.

5.4.a In the event the Committee Chair is not filled by a Board Member, 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.

5.4.b Any Committee Chairperson selected from the general membership will not have Board of Director 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 Procedure Manual.

5.6 Any Director may resign from office 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. Training of the new Board members will be offered by existing Board members. Also, Board members may request previous Board members to help with training.

5.7 A Board member may be removed from their position by quorum vote of 2/3rds of the Board members present.

5.7.a Removal from the Board of Directors will not affect a person’s Guild membership status, unless the person’s Guild membership is also terminated.

5.7.b If a person’s Guild membership has been terminated, this person’s seat on the Board of Directors shall likewise be terminated.

ARTICLE VI

Officers

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

6.1.a At the January Board of Directors meeting, the newly formed Board of Directors shall nominate and elect the Officers by majority vote. The Officers will assume their duties, effective immediately, to serve for one year. Officers may succeed themselves if reelected.
6.1.b The President shall act as presiding Officer of the Guild in managing all business proceedings and will act as the Guild’s public representative. Any board member may become President.
6.1.c The Vice President shall, in the absence of the President, assume the duties of the President. If the Vice President is unable to fill the temporary position of the President, the President may elect another board member to take the assignment.
6.1.d The Secretary shall record and archive all SDWEG Board meeting minutes and retain the original hard copy of Bylaws as a permanent record.
6.1.e The Treasurer shall collect, deposit, transfer, and disburse all monies belonging to the Guild and submit monthly reports to the Board.

6.1.f The Financial Administrator shall be responsible for all budget preparations, project expenditures, annual reports and any required state and federal filings. The Financial 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 If an Officer vacates his position a replacement is made from among the existing Board Members.

ARTICLE VII

Voting

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

7.2 Any good-standing member of the Guild may run for a position on the Board of Directors.

7.3 Votes will be submitted by electronic means as directed by the Board of Directors. All votes must be retained and archived.

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

7.4.a 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 list of nominees.

7.4.b The names and short bios of the nominees shall be listed in the 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 and announced 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 at the Board’s discretion.

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

8.2.a The Odin Award recipient will be chosen in the following manner: The President, or any member in good standing 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.
8.2.b The final selection will be made by the 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.

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

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

8.5 Certificate of Appreciation: The Board of Directors may, by majority vote, offer a certificate of appreciation to a person for their contributions to the Guild. Awarding the certificate does not constitute automatic membership to the Guild. Other details shall be outlined in the Procedure Manual.

8.6 The Guild is a qualified certifying agency for the Presidential Volunteer Service Awards. Volunteers wishing to qualify are required to keep and maintain a timecard (this can be found in Google files under Board Resources). The Board is required to collect and retain information on honorees. The Board will underwrite the cost of the award. To receive an award, the minimum number of hours per year is 100 hours.

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 contributed to a scholarship fund, either of which will be chosen at the time of dissolution by the Board of Directors.

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; May 14, 2019; June 8, 2021; and July 13, 2023.

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.

________________________ Mardie Schoeder, President, Date ______________

________________________ Audrey Walz, Secretary, Date _________________

Appendix I

FOR OFFICERS, DIRECTORS, STAFF, AND MEMBERS OF THE SAN DIEGO WRITERS AND EDITORS GUILD.

The open exchange of ideas, freedom of thought and expression, and mutual respect for the organization’s leadership and members are central to the continuing mission of the San Diego Writers and Editors Guild. In furtherance of this mission and to provide a welcoming and productive experience for everyone involved in activities, SDWEG has adopted this Code of Conduct. Our Guild is dedicated to the highest standards of legal, professional, and ethical conduct and compliance.

Code of Conduct

The leadership and members of the Guild are expected to always treat others, whether within or outside the organization, with professionalism and respect. Unacceptable behaviors can include, but not be limited to:

▪ Online, 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 Guild-sponsored events; deliberate intimidation;

▪ Initiation of inappropriate physical contact of a violent or sexual nature.

Application

The Guild’s Code of Conduct applies to Board members, volunteers, members from the general membership, and to everyone attending an SDWEG event, including speakers, author exhibitors, and vendors. Members shall not be entitled to reimbursement of their membership dues and will lose all membership benefits.