Last amended April 2016
ARTICLE 1: REGISTERED OFFICE AND REGISTERED AGENT
Section 1: The registered office of the Corporation shall be as the Board of Directors designates.
Section 2: The corporation may also have offices at such other places within and without the State of Kansas as the Board of Directors may from time to time determine, or the business of the corporation may require.
ARTICLE II: MEMBERS
Section 1: There shall be one class of members with no honorary, associate or affiliate members.
Section 2: To be considered for membership, an applicant must have published two works of book-length fiction.
Section 3: To be considered for membership, an applicant must submit the completed application form, the application fee, the applicable dues, and proof of publication of two works of book-length fiction to the Membership Committee. The application form shall state that the applicant, upon becoming a member, agrees to be listed in a membership roster, agrees to maintain the confidentiality of the membership roster, and agrees to abide by these Bylaws. Thereafter, the names of qualified applicants shall be submitted to the general membership by publication in the newsletter. If no documented evidence of ineligibility or professional misconduct on the part of the applicant is presented to the membership committee within 15 days thereafter, the applicant shall be accepted for membership and his or her application processed. If an objection to the potential member is received, the membership committee shall review the documented evidence and shall recommend to the Board acceptance or denial of the application for membership. If the board denies membership to the applicant, the applicable dues will be returned, however, the application fee shall be retained by Novelists, Inc.
ARTICLE III: BOARD OF DIRECTORS
Section 1: The general management, control and direction of the affairs, funds and property of Novelists, Inc. shall be vested in its Board of Directors, which shall consist entirely of the officers elected or appointed pursuant to Article IV and V below and the Advisory Council Representative selected as set forth in Article VI below.
Section 2: No part of the net earnings of Novelists, Inc. shall inure to the benefit of any member, director or office of the corporation. However, salaries may be paid, at the direction of the Board of Directors, to any employee of Novelists, Inc. A member may serve as an independent contractor for goods or services to Novelists, Inc. but may not vote on matters influencing purchase of his/her services or goods.
ARTICLE IV: OFFICERS
Section 1: There shall be no less than six and no more than seven officers of Novelists, Inc. The six minimum officers shall be a President, President-Elect, Secretary, Treasurer, Newsletter Editor and Advisory Council Representative. They shall be active members of Novelists, Inc., shall hold office for a term of one year and may not serve more than three consecutive terms in the same office, except for President and President-Elect, who shall serve only one year in each position.
Section 2: The President shall be the first executive officer of Novelists, Inc. and shall preside at meetings of the membership and the Board of Directors and shall perform such other duties as the Board of Directors may from time to time determine.
Section 3: President-Elect. When a current President completes his/her term, the President-Elect shall become the next President. S/he shall perform the duties and exercise the powers of the President in the events of the latter’s absence and shall perform such other duties as the Board of Directors shall from time to time determine. Should a President-Elect be unable or unwilling to become President, both a new President and a new President-Elect will be elected.
Section 4: The Secretary shall keep the minutes of all meetings of the Board of Directors and all business meetings of the organization and shall perform such other duties, as the Board of Directors shall from time to time determine.
Section 5: The Treasurer, or any person or persons designated by the Board of Directors, shall receive all monies of Novelists, Inc. and shall bank the same as directed by the Board of Directors. The Treasurer, or any person or persons designated by the Board of Directors, shall make disbursements from the funds of Novelists, Inc. as authorized by the Board of Directors. The Treasurer shall keep accurate financial accounts and shall prepare and submit at the annual meeting, and whenever so requested by the Board of Directors, a complete financial statement.
Section 6: Should there be a vacancy in the Presidency, the President-Elect shall succeed to the Presidency and shall serve until the next election. Should there be a vacancy in the Presidency-Elect, a special election will be conducted within 90 days. Any other vacancy of an office shall be filled by the Board of Directors, and the successor shall hold office until the next election.
Section 7: Should the Board of Directors determine that a fellow elected member is not performing their duties in the best interests of Novelists, Inc., that board member can be removed from office with the approval of 2/3 vote of the Advisory Council.
ARTICLE V: NEWSLETTER EDITOR
Section 1: The Board of Directors shall appoint a Newsletter Editor who shall serve on the Board as an Ex-Officio Officer.
Section 2: The Newsletter Editor shall be an active member of Novelists, Inc. and may not serve in the position for more than three consecutive terms.
Section 3: Should the Newsletter Editor be removed for misconduct as defined in Article XII, Section 2, s/he may, within one month, appeal to the Advisory Council, who may, if they wish, request the Board of Directors to rescind their decision. The final decision rests with the Board of Directors.
ARTICLE VI: ADVISORY COUNCIL
Section 1: The Advisory Council shall be composed of those members of the founding Steering Committee and those Past Presidents who maintain their membership in Novelists, Inc.
Section 2: The Advisory Council shall elect from among themselves one member each year to serve as Advisory Council Representative on the Board of Directors of Novelists, Inc. No member of the Advisory Council shall serve more than three consecutive terms as Advisory Council Representative to the Board.
Section 3: The Advisory Council Representative shall also serve as Chairman of the Advisory Council and coordinate its activities.
Section 4: The Advisory Council shall serve as the Appeals Committee and shall be called upon to ratify decisions of the Board of Directors as stated in the Bylaws.
Section 5: The Advisory Council shall have sole responsibility for initiating and determining non-writing awards to be given by Novelists, Inc.
Section 6: The Advisory Council shall have such other duties, as the Board of Directors should decide from time to time.
Section 7: For just cause, the Advisory Council shall have the ability to recall the entire Board of Directors, or any member thereof, with the approval of a 2/3 majority of the membership.
ARTICLE VII: MEMBERSHIP COMMITTEE
Section 1: The Membership Committee shall be composed of up to three active members selected by the Board of Directors who shall serve for a period of one year. No person shall serve as a member of the Membership Committee for more than three consecutive terms.
Section 2: It shall be the duty of the Membership Committee to consider and act on the applications for membership as set forth in Article II above.
ARTICLE VIII: MEMBERSHIP MEETINGS
Section 1: There shall be an annual business meeting held at a location and time determined by the Board of Directors. Each active member shall have one vote at membership meetings. Voting may be done in person or by proxy. A proxy may be given only to an active member of Novelists, Inc. and shall be effective for the meeting specified therein and for any adjournment thereof. The Board of Directors may also allow voting by active members by mail ballot or electronic ballot at any meeting and may allow voting by active members by mail ballot or electronic ballot in a mail referendum without a meeting. In the case of a mail or electronic referendum, members shall have twenty-one days from the presentation of ballots within which to return their votes.
Section 2: At any membership meeting any action taken upon which less than twenty percent of the total active membership vote by person or by proxy shall, upon demand of five or more of the active members present at the meeting, be submitted to the entire membership for a vote by mail.
Section 3: Special meetings of the membership may be called by the Board of Directors or upon the written request of twenty percent of the active members. The notice of such a meeting shall state the objects of the meeting.
Section 4: Twenty percent of the membership present in person or by proxy shall constitute a quorum. If no quorum should be present, the presiding officer shall adjourn the meeting to a date and hour fixed by him/her. The meeting held upon the adjourned date shall have the same effect as if held on the date originally set. At all membership meetings decisions shall be made by majority vote, except as otherwise provided herein.
ARTICLE IX: NOMINATIONS
Section 1: The Nominating Committee shall consist of not less than six members, one of whom shall be appointed by the Board of Directors from among the members of the Advisory Council and the remainder of whom shall be elected by the general membership. The member appointed by the Board of Directors shall serve as chair of the committee. Candidates for the Nominating Committee shall be solicited by the previous Nominating Committee, and all candidates who present themselves for the Nominating Committee will be listed on the general election ballot. The Nominating Committee shall serve a term of one year.
Section 2: No later than three months preceding the annual elections, the Nominating Committee shall present a slate of officers consisting of one candidate per office and a list of at least nine candidates for the next Nominating Committee to the Board of Directors. The slate of candidates for office shall consist of President-Elect, Secretary, and Treasurer.
Section 3: No later than two months preceding the annual elections, the Board of Directors shall present copies of the proposed slate of officers and nominees for the Nominating Committee to all active members.
Section 4: Additional nominations may be made in writing if signed by the nominee and at least ten active members who have not signed the nominations of any other person for the same position. Such nominations must be made within twenty days from the presentation of the list of nominations.
ARTICLE X: ELECTIONS
Section 1: The Officers and the Nominating Committee shall be elected in yearly elections to be held, by mail, electronically, or in person, no later than October 31 of each year. At the discretion of the Board of Directors and depending upon the timing of the annual Conference, the elections may be held at the annual meeting provided for in Article VIII. No later than one month preceding the annual elections the Board of Directors shall present to all active members a ballot listing all nominations. Each active member shall be entitled to cast one ballot, either by mail, online, or in person if the elections are held during the annual meeting, until the President shall declare the election closed. The candidate for each Board office who receives the largest number of votes cast for such office shall be declared elected, and the prescribed number of nominees for the Nominating Committee receiving the most votes cast shall be declared the elected members of the Nominating Committee.
Section 2: Officers take office on January 1 of each year.
ARTICLE XI: DUES
Each member shall pay annual dues as set by the Board of Directors
ARTICLE XII: REMOVAL OF MEMBERSHIP
Section 1: A membership may be terminated for non-payment of dues or other financial obligations to Novelists, Inc.
Section 2: Novelists, Inc. may expel a member or decline to renew membership for misconduct, which is here defined as conduct harmful to the purpose and/or good repute of Novelists, Inc. The Board must give the member in question an adequate opportunity to present a defense. Should the member in question present a defense and be ruled against by the Board of Directors, s/he may, within one month, make an appeal to the Advisory Council, who may, if they wish, request the Board of Directors to rescind their decision. The final decision rests with the Board of Directors.
ARTICLE XIII: PARLIAMENTARY PROCEDURE
Roberts Rules of Order Revised shall be the governing authority of the annual business meeting.
ARTICLE XIV: DISSOLUTION
In the event of dissolution of Novelists, Inc., any assets will be donated to a non-profit organization chosen by the Board of Directors and ratified by the Advisory Council.
ARTICLE XV: AMENDMENT
These Bylaws may be amended by a two-thirds vote of the membership represented in person or by proxy at the annual business meeting or by mail vote, or by online vote. No amendment may be voted unless the membership has had at least one month’s written notice of the proposed changes before a vote is taken. Proposed amendments may be brought by the Board of Directors or by petition of 25 percent of the membership.
Last amended: April 2016