Typical Board Meeting Agenda:
|
Approval of minutes
Financial report Bylaws, insurance, autumn elections update Membership and auditing report Liaison reports: WOTS, Salish Sea, Library Fundraising and Grants reports Youth Outreach Director update Advisory Board update Marketing Director report |
Activity updates:
Writing contest Workshops New business and setting of next meeting |
Bylaws
Enacted Nov. 16, 2015
Revised June 1, 2019
Bylaws of EPIC Group
Established September 2012
Edmonds, WA 98020
Article I
Name
The legal name of this body is EPIC Group, herein known as EPIC or EPIC Group Writers.
Article II
Purpose
The purpose of EPIC Group Writers is to create and sustain a community of writers of all levels who share, encourage and nurture the literary and other creative arts for the benefit of the community at large. Epic Group Writers will seek to develop and maintain cooperative relationships with other artistic and cultural entities.
Article III
Board of Directors
Section 1. Composition of the Board of Directors. The Board of Directors (“Board”) shall be comprised of a minimum of five Board members and a maximum of thirteen Board members.
Section 2. Board Responsibilities. The Board is responsible for setting annual goals, formulating budgets, managing month-to-month operations, leading EPIC throughout the year and establishing committees. The Board determines EPIC Group Writers’ objectives and community events calendar, makes decisions related to major projects, including but not limited to publishing, and secures venues for events, workshops and other needs.
Section 3: Nominations and Elections. Individuals for election to the Board shall be nominated by the Nomination Committee, chaired by the Vice President for Membership, and presented to the Board for approval. The Board shall then present the nominations to the general membership at the November Annual Meeting for voting. All Members in Good Standing are encouraged to submit their nominations to the Nomination Committee. A roll call, voice, written and/or secret ballot election system may be used for any EPIC elections.
Section 4. Board Member Terms and Term Limits. Board members shall be elected to a one year term. Board members may be elected up to a maximum total of six one year terms. After serving for six years, if a Member in Good Standing takes a one year absence from the Board, the Member in Good Standing may stand for election to the Board again and serve up to a maximum of six additional, one year terms.
Section 5. Removal and Vacancies. A Board member may be removed for failure to attend Board meetings without adequate excuse, if s/he is not a Member in Good Standing as defined herein, or if s/he is removed under Article VI, Section 5. Should a Board member leave the Board during the year for any reason other than regular election, such Board member must immediately provide all relevant EPIC records, passwords, bank account access, and documents to the President. Should such a vacancy occur during the year, the Board may appoint a new Board member whose term will run until December 31st of that year.
Article IV
Officers
Section 1. Officers. From the Board membership, five officers shall be elected. The officers will consist of a President, Vice President for Membership, Vice President for Development, Secretary, and Treasurer.
Section 2. Officer Responsibilities. Officers’ responsibilities are set forth in Article V.
Section 3. Nominations and Elections: Individuals for officer positions shall be nominated by the Nomination Committee, chaired by the Vice President for Membership, and presented to the Board for approval. To qualify for nomination as an officer, the individual must also be eligible and agree to serve as a member of the Board, if elected. The Board shall then present the nominations to the general membership at the November Annual Meeting for voting. All Members in Good Standing are encouraged to submit their nominations to the Nomination Committee. A roll call, voice, written and/or secret ballot election system may be used for any EPIC elections.
Section 4. Officer Terms and Term Limits: The term for each Officer position shall be one year, from January to December. Officers may be elected up to a maximum total of six one year terms in the same position. After serving for six years, if a Member in Good Standing takes a one year absence from the Board, the Member in Good Standing may stand for election to the Board and officer position again and serve up to a maximum of six additional, one year terms. Within two weeks after an election, incoming and outgoing Officers will meet to transfer records and ensure a smooth transition. Outgoing Officers should provide complete and accurate information, records, and finances to the incoming Officers in their respective positions. A Board member may serve as an officer in the same position so long as s/he is a member of the Board and elected to that officer position.
Section 5. Removal and Vacancies: An officer may be removed for failure to attend Board meetings without adequate excuse, if s/he is not a Member in Good Standing as defined herein, or if s/he is removed under Article VI, Section 4. Should an Officer leave the Board or the Officer’s position during the year for any reason other than regular election, such Officer must immediately provide all relevant EPIC records, passwords, bank account access, and documents to the President. Should such a vacancy occur during the year, the Board will elect a new officer whose term will run until December 31st of that year.
Article V
Officers’ Duties
Section 1. President: The President shall preside over the general membership and Board meetings. The President may vote on all matters and will break voting ties and help steer EPIC to further the Purpose during his or her time of service. The President shall prepare an annual budget for approval by the Board and presentation to the general membership at its annual November meeting.
Section 2. Vice President for Membership: The Vice President for Membership shall lead membership recruitment and retention efforts, run meetings when the President is not available, and be Chair of the Nomination Committee. The Vice President for Membership shall send notices to all members regarding payment of annual dues.
Section 3. Vice President for Development: The Vice President for Development shall lead marketing, fundraising, public relations, and communication efforts and shall stand in for the Secretary and/or Treasurer when they are not available.
Section 4. Secretary: The Secretary shall oversee recording and maintaining the minutes of the EPIC meetings, and will send out the minutes within a week after a meeting for corrections and additions. The Secretary is responsible for maintaining a copy of the most up-to-date Bylaws and any other corporate documents. The Secretary shall maintain copies of all newsletters, committee minutes submitted by committee Chairs, tax returns, and historical documents that pertain to the ongoing business of the EPIC.
Section 5. Treasurer: The Treasurer is responsible for managing all funds of the EPIC, and must keep accurate financial records, including receipts, to document every transaction. S/he shall receive and issue receipts, and shall deposit all monies in the name of the EPIC in the financial institution selected by the Board. The Treasurer shall prepare accurate and timely financial reports to be presented to the Board.
Article VI
Membership
Section 1. Calendar: EPIC membership shall run from September 1 to August 31. the EPIC events calendar shall run from January 1 to December 31.
Section 2. Members: Membership is open to all dues-paying individuals who support the Purpose of EPIC. Individuals who have paid their dues are considered Members in Good Standing and may vote at any general membership meeting.
Section 3. Dues: The Board shall set the amount for annual dues which will be used to carry out the purpose of EPIC. Dues are payable September 1 or upon joining. New members joining mid-year shall pay full price. If new members join in the month of August, their membership will carry over to August 31 of the following year. To remain a Member in Good Standing, dues must be paid in full. Dues are payable to EPIC Group Writers and are not refundable should a member choose to resign.
Section 4. Removal of Members: A member may be removed without cause at the discretion of the Board. Any current fees paid by the member will be refunded.
Article VII
Meetings
Section 1. Board Meetings: The Board shall meet regularly as posted on the website or on other member communications. Except as provided below the Board shall meet monthly on a date set by the Board. Other meetings may be scheduled as necessary. There will be no regularly-scheduled meetings in July, August, or December. The quorum requirements shall be met if more than half of the Board members are present. An Officer or Board member may be considered present if s/he is there in person, by speaker phone, or through live video. Submitting a proxy vote in writing or by email is allowed. Meeting times and locations may be changed without amending these Bylaws.
Section 2. General Membership Meetings:
Article VIII
Committees
Section 1. Committee Chairs: The Board may establish committees from time to time and the President shall assign Committee Chairs as needed from Board members. The Chair of each Committee shall file notes or minutes with the Secretary prior to each board meeting.
Section 2. Committee Members: Chairs are responsible for recruiting members to their respective committees from among Members in Good Standing.
Section 3. List of Suggested Committees:
Article IX
Indemnification
EPIC shall obtain and maintain appropriate insurance commensurate with the purpose of the organization.
Article X
Miscellaneous
Section 1. Conflict of Interest: The Board shall adopt and periodically review a conflict of interest policy to protect EPIC interests when it is contemplating any transaction or arrangement which may benefit any director, officer, affiliate, or member of a committee with board-delegated powers. This conflict of interest policy will note any known or potential conflicts and shall be signed by all Board members on a yearly basis.
Section 2. Nondiscrimination Policy: The Officers, Board members, committee members and persons served by EPIC shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of EPIC not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
Section 3. Whistleblower Policy: EPIC requires Board members, Officers and other members to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As representatives of EPIC Board members, Officers and members must practice honesty and integrity in fulfilling responsibilities and comply with all applicable laws and regulations. To this end, the Board shall adopt and periodically review a Whistleblower Policy to protect the organization and its members.
Article XI
Bylaw Amendments
Proposed amendments to these Bylaws must be affirmed by a majority of Board members before presenting the amendment to the general membership for final approval.
Article XII
Dissolution
Upon dissolution, net assets, if any, after all obligations of the EPIC have been discharged, shall be distributed to appropriate non-profit groups that are organized for tax-exempt purposes in accordance with the relevant provisions of the U.S. Internal Revenue Code and consistent with the purposes for which the EPIC was organized.
Accepted:
___________________________________________ ____________________
Janette Turner, President Date
___________________________________________ ____________________
Judith Works, Vice President Date
___________________________________________ ____________________
Edward F. Davis, Second Vice President Date
___________________________________________ ____________________
Courtenay Schurman, Secretary Date
___________________________________________ ____________________
Susan Ferguson, Treasurer Date
Revised June 1, 2019
Bylaws of EPIC Group
Established September 2012
Edmonds, WA 98020
Article I
Name
The legal name of this body is EPIC Group, herein known as EPIC or EPIC Group Writers.
Article II
Purpose
The purpose of EPIC Group Writers is to create and sustain a community of writers of all levels who share, encourage and nurture the literary and other creative arts for the benefit of the community at large. Epic Group Writers will seek to develop and maintain cooperative relationships with other artistic and cultural entities.
Article III
Board of Directors
Section 1. Composition of the Board of Directors. The Board of Directors (“Board”) shall be comprised of a minimum of five Board members and a maximum of thirteen Board members.
Section 2. Board Responsibilities. The Board is responsible for setting annual goals, formulating budgets, managing month-to-month operations, leading EPIC throughout the year and establishing committees. The Board determines EPIC Group Writers’ objectives and community events calendar, makes decisions related to major projects, including but not limited to publishing, and secures venues for events, workshops and other needs.
Section 3: Nominations and Elections. Individuals for election to the Board shall be nominated by the Nomination Committee, chaired by the Vice President for Membership, and presented to the Board for approval. The Board shall then present the nominations to the general membership at the November Annual Meeting for voting. All Members in Good Standing are encouraged to submit their nominations to the Nomination Committee. A roll call, voice, written and/or secret ballot election system may be used for any EPIC elections.
Section 4. Board Member Terms and Term Limits. Board members shall be elected to a one year term. Board members may be elected up to a maximum total of six one year terms. After serving for six years, if a Member in Good Standing takes a one year absence from the Board, the Member in Good Standing may stand for election to the Board again and serve up to a maximum of six additional, one year terms.
Section 5. Removal and Vacancies. A Board member may be removed for failure to attend Board meetings without adequate excuse, if s/he is not a Member in Good Standing as defined herein, or if s/he is removed under Article VI, Section 5. Should a Board member leave the Board during the year for any reason other than regular election, such Board member must immediately provide all relevant EPIC records, passwords, bank account access, and documents to the President. Should such a vacancy occur during the year, the Board may appoint a new Board member whose term will run until December 31st of that year.
Article IV
Officers
Section 1. Officers. From the Board membership, five officers shall be elected. The officers will consist of a President, Vice President for Membership, Vice President for Development, Secretary, and Treasurer.
Section 2. Officer Responsibilities. Officers’ responsibilities are set forth in Article V.
Section 3. Nominations and Elections: Individuals for officer positions shall be nominated by the Nomination Committee, chaired by the Vice President for Membership, and presented to the Board for approval. To qualify for nomination as an officer, the individual must also be eligible and agree to serve as a member of the Board, if elected. The Board shall then present the nominations to the general membership at the November Annual Meeting for voting. All Members in Good Standing are encouraged to submit their nominations to the Nomination Committee. A roll call, voice, written and/or secret ballot election system may be used for any EPIC elections.
Section 4. Officer Terms and Term Limits: The term for each Officer position shall be one year, from January to December. Officers may be elected up to a maximum total of six one year terms in the same position. After serving for six years, if a Member in Good Standing takes a one year absence from the Board, the Member in Good Standing may stand for election to the Board and officer position again and serve up to a maximum of six additional, one year terms. Within two weeks after an election, incoming and outgoing Officers will meet to transfer records and ensure a smooth transition. Outgoing Officers should provide complete and accurate information, records, and finances to the incoming Officers in their respective positions. A Board member may serve as an officer in the same position so long as s/he is a member of the Board and elected to that officer position.
Section 5. Removal and Vacancies: An officer may be removed for failure to attend Board meetings without adequate excuse, if s/he is not a Member in Good Standing as defined herein, or if s/he is removed under Article VI, Section 4. Should an Officer leave the Board or the Officer’s position during the year for any reason other than regular election, such Officer must immediately provide all relevant EPIC records, passwords, bank account access, and documents to the President. Should such a vacancy occur during the year, the Board will elect a new officer whose term will run until December 31st of that year.
Article V
Officers’ Duties
Section 1. President: The President shall preside over the general membership and Board meetings. The President may vote on all matters and will break voting ties and help steer EPIC to further the Purpose during his or her time of service. The President shall prepare an annual budget for approval by the Board and presentation to the general membership at its annual November meeting.
Section 2. Vice President for Membership: The Vice President for Membership shall lead membership recruitment and retention efforts, run meetings when the President is not available, and be Chair of the Nomination Committee. The Vice President for Membership shall send notices to all members regarding payment of annual dues.
Section 3. Vice President for Development: The Vice President for Development shall lead marketing, fundraising, public relations, and communication efforts and shall stand in for the Secretary and/or Treasurer when they are not available.
Section 4. Secretary: The Secretary shall oversee recording and maintaining the minutes of the EPIC meetings, and will send out the minutes within a week after a meeting for corrections and additions. The Secretary is responsible for maintaining a copy of the most up-to-date Bylaws and any other corporate documents. The Secretary shall maintain copies of all newsletters, committee minutes submitted by committee Chairs, tax returns, and historical documents that pertain to the ongoing business of the EPIC.
Section 5. Treasurer: The Treasurer is responsible for managing all funds of the EPIC, and must keep accurate financial records, including receipts, to document every transaction. S/he shall receive and issue receipts, and shall deposit all monies in the name of the EPIC in the financial institution selected by the Board. The Treasurer shall prepare accurate and timely financial reports to be presented to the Board.
Article VI
Membership
Section 1. Calendar: EPIC membership shall run from September 1 to August 31. the EPIC events calendar shall run from January 1 to December 31.
Section 2. Members: Membership is open to all dues-paying individuals who support the Purpose of EPIC. Individuals who have paid their dues are considered Members in Good Standing and may vote at any general membership meeting.
Section 3. Dues: The Board shall set the amount for annual dues which will be used to carry out the purpose of EPIC. Dues are payable September 1 or upon joining. New members joining mid-year shall pay full price. If new members join in the month of August, their membership will carry over to August 31 of the following year. To remain a Member in Good Standing, dues must be paid in full. Dues are payable to EPIC Group Writers and are not refundable should a member choose to resign.
Section 4. Removal of Members: A member may be removed without cause at the discretion of the Board. Any current fees paid by the member will be refunded.
Article VII
Meetings
Section 1. Board Meetings: The Board shall meet regularly as posted on the website or on other member communications. Except as provided below the Board shall meet monthly on a date set by the Board. Other meetings may be scheduled as necessary. There will be no regularly-scheduled meetings in July, August, or December. The quorum requirements shall be met if more than half of the Board members are present. An Officer or Board member may be considered present if s/he is there in person, by speaker phone, or through live video. Submitting a proxy vote in writing or by email is allowed. Meeting times and locations may be changed without amending these Bylaws.
Section 2. General Membership Meetings:
- The members of EPIC may meet from time to time. Meeting times and locations, including the Annual Meeting, may be changed without amending these Bylaws.
- Each year, the November meeting shall be considered the Annual Meeting, during which Board members and Officers shall be elected.
- Agenda items for all general membership meetings may include, but are not limited to, financial reports, proposed Bylaw amendments, Board and other committee reports, and a review of the event schedule.
- Only Members in Good Standing shall be allowed to vote on EPIC business; however, guests, speakers, and interested parties may also be in attendance.
- A quorum of at least five Members in Good Standing must be present in order for voting to take place or business to transact. Decisions will be made by majority vote, with the President’s vote settling any tie.
Article VIII
Committees
Section 1. Committee Chairs: The Board may establish committees from time to time and the President shall assign Committee Chairs as needed from Board members. The Chair of each Committee shall file notes or minutes with the Secretary prior to each board meeting.
Section 2. Committee Members: Chairs are responsible for recruiting members to their respective committees from among Members in Good Standing.
Section 3. List of Suggested Committees:
- Audit Committee: This committee will be chaired by the Vice President for Membership, who shall appoint two members including the President to assist in the annual review of all financial records and reports. The Vice President for Membership shall make a report of findings at the general membership Annual Meeting in November.
- Contest Committee: This committee shall set the policies and criteria for contests to be held by EPIC. Each year, a proposal, including budget, shall be submitted to and approved by the Board prior to the contest being announced. Progress reports may be provided at any Board meeting and, in addition, the Chair shall make a report at the Annual Meeting in November.
- Events Committee: This committee shall establish community and cultural events sponsored by EPIC. For each event, the committee shall submit a proposal, including budget, to the Board for approval. Progress reports may be provided at any Board meeting and, in addition, the Chair shall make a report at the Annual Meeting in November.
- Grants and Fundraising Committee: The Grants and Fundraising Committee may assist in determining which grants and fundraising projects to take on, apply for grants following Board approval, and take the lead on fundraising. Progress reports may be provided at any Board meeting and, in addition, the Chair shall make a report at the Annual Meeting in November.
Article IX
Indemnification
EPIC shall obtain and maintain appropriate insurance commensurate with the purpose of the organization.
Article X
Miscellaneous
Section 1. Conflict of Interest: The Board shall adopt and periodically review a conflict of interest policy to protect EPIC interests when it is contemplating any transaction or arrangement which may benefit any director, officer, affiliate, or member of a committee with board-delegated powers. This conflict of interest policy will note any known or potential conflicts and shall be signed by all Board members on a yearly basis.
Section 2. Nondiscrimination Policy: The Officers, Board members, committee members and persons served by EPIC shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of EPIC not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
Section 3. Whistleblower Policy: EPIC requires Board members, Officers and other members to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As representatives of EPIC Board members, Officers and members must practice honesty and integrity in fulfilling responsibilities and comply with all applicable laws and regulations. To this end, the Board shall adopt and periodically review a Whistleblower Policy to protect the organization and its members.
Article XI
Bylaw Amendments
Proposed amendments to these Bylaws must be affirmed by a majority of Board members before presenting the amendment to the general membership for final approval.
Article XII
Dissolution
Upon dissolution, net assets, if any, after all obligations of the EPIC have been discharged, shall be distributed to appropriate non-profit groups that are organized for tax-exempt purposes in accordance with the relevant provisions of the U.S. Internal Revenue Code and consistent with the purposes for which the EPIC was organized.
Accepted:
___________________________________________ ____________________
Janette Turner, President Date
___________________________________________ ____________________
Judith Works, Vice President Date
___________________________________________ ____________________
Edward F. Davis, Second Vice President Date
___________________________________________ ____________________
Courtenay Schurman, Secretary Date
___________________________________________ ____________________
Susan Ferguson, Treasurer Date