Typical Board Meeting Agenda
|
Meeting Called to Order
Approval of previous board minutes Treasurer's Report Membership & Website Update New Proposals Youth Initiative Update |
Writing Groups Updates
Diversity/Scholarship Committee Updates New business Schedule for next meeting Meeting Adjourned |
By-Laws of EPIC Group Writers
Revised January 2021
Edmonds, WA 98020
Edmonds, WA 98020
Article I
Name
The legal name of this body is EPIC Group, herein known as EPIC or EPIC Group Writers, a 501(c)(3) non-profit under the IRS code.
Article II
Purpose
The purpose of EPIC Group Writers is to create and sustain a community of writers of all levels and backgrounds who share, encourage, and nurture the literary and other creative arts for the benefit of the community at large. Epic Group Writers shall 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 (“The Board”) shall be comprised of a minimum of five Board directors for 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 venues for social events, projects, 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. Officers of the Board shall be elected to a two-year term for a maximum of three consecutive two-year terms. Members-at-large serving the Board in good standing are expected to step down after two consecutive terms to make room for new ideas.
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 4. 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 shall run until 31 December of that year.
Article IV
Officers
Section 1. Officers. The five officers for The Board shall be elected by the EPIC membership. The officers shall consist of President, First Vice President of Development, Second Vice President of Membership, Secretary, and Treasurer.
Section 2. Officer Responsibilities. Officers’ responsibilities are set forth in Article V.
Section 3. Officer Terms and Transitions: The Terms of office run from 1 January through to 31 December. The Nominating committee shall present a slate of nominated officers to the annual November general membership meeting for election. Within two weeks after an election, incoming and outgoing Officers shall meet to ensure a smooth transition. Outgoing Officers shall 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 is elected to that officer position.
Section 4. Removal and Vacancies: An officer may be removed for failure to attend Board meetings without an 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, such Officer must immediately provide all relevant EPIC records, and documents to the President. Should such a vacancy occur during the year, The Board shall elect a new officer whose term shall run until 31 December of that year.
Article V
Duties of The Board
Section 1. President: The President shall preside over general membership and Board meetings. The President may vote on all matters and shall break voting ties and help steer EPIC to further the Purpose during his or her time of service. The President shall oversee an annual budget for approval by The Board and presentation to the general membership at its annual meeting. The President shall have access to all financial records and shall stand in for the Treasurer at meetings as needed.
Section 2: First Vice President of Development: The First Vice President of Development shall oversee committees relating to marketing, fundraising, public relations, publicity, and communication efforts. The First Vice President shall stand in for the President when he/she is not available.
Section 3: Second Vice President of Membership: The Second Vice President of Membership shall lead EPIC membership recruitment and retention efforts, stand in for the Secretary when the Secretary is not available, and serve as Chair of the Nomination Committee which shall submit a slate of officers to The Board at the November Board Meeting. The Second Vice President of Membership shall be responsible for sending notices to all members regarding payment of annual dues and notification of the annual meeting.
Section 4. Secretary: The Secretary shall record and maintain the minutes of EPIC meetings and shall 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, committee minutes submitted by committee Chairs, and historical documents that pertain to the ongoing business of EPIC. Records shall be maintained electronically and in hard copy.
Section 5. Treasurer: The Treasurer is responsible for managing all funds of EPIC in accordance with the annual budget, and shall maintain accurate financial records, including preparation, filing, and maintaining tax returns and receipts, to document every EPIC financial transaction. He/she shall receive and issue receipts and shall deposit all monies in the name of EPIC in the financial institution selected by The Board. The Treasurer shall prepare accurate and timely financial reports to The Board. The Treasurer shall provide the President and Board with access to all financial records and stand in for the Secretary as needed. Records shall be maintained either electronically or in hard copy.
Section 6. Members at Large: Members at Large shall be elected by The Board for a two-year term. The Board may elect up to six or more members at large who shall attend all board meetings, chair EPIC committees and/or activities and act as liaisons to keep The Board informed and updated in a timely manner. Members at large may also be asked to step in as temporary officers when board officers are absent from board meetings.
Section 7. Board Retreat: All current and incoming board members shall attend the annual board retreat to discuss the previous year and to make plans for the upcoming EPIC year.
Section 8. Committee Chairpersons: Committee Chairpersons shall provide timely reports about their committee to The Board. Chairpersons must be EPIC members, but not necessarily Board members provided at least two Board members serve on the committee. The chairperson may be asked to attend board meeting at the discretion of The Board. They shall serve a two-year term unless otherwise noted in Article VIII, Section 2: EPIC Committees.
Article VI
Membership
Section 1. Calendar: The EPIC membership year shall run from September 1 to August 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 shall be used to carry out the purpose of EPIC. Dues are payable 1 September or upon joining. To remain a Member in Good Standing, dues must be paid in full. New members joining mid-year shall pay full annual dues. 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 shall be prorated and 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. Regular board meetings are not scheduled for July, August, or December. The quorum requirements shall be met if more than half of The Board members plus one is 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 Annual Meeting: The November board meeting shall be considered the Annual Meeting, during which Board members and Officers shall be elected as needed. 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 Board Members and Members in Good Standing shall be allowed to vote on EPIC business. A quorum of 50% plus one board member must be present for voting to take place or business to transact. Decisions shall be made by majority vote, with the President’s vote settling any tie.
Article VIII
EPIC Committees
Section 1. Committee Chairs: The Board may establish committees as needed in addition to the Audit and Nominating committees. The Chair of each optional committee shall be a board member. The Chair shall present the proposed objectives and a budget (if any) to the full board for approval before proceeding. Members in Good Standing are eligible to serve on committees to assist the Chair. The Chair shall update The Board regularly on progress and prepare a brief report upon completion for The Board's review and EPIC records.
Section 2. Committees
(a) Mandatory Committees
Audit Committee: This committee shall be chaired by the Second Vice President of Membership. The President serves ex-officio along with one other board member appointed by the Second Vice President of Membership. The Committee shall review all financial records and reports no later than 31 December of each year and make a report of findings to The Board and at the general annual meeting.
Nomination Committee: The committee shall be chaired by the Second Vice President of Membership. The chair shall survey the current board membership as to their interest in continuing to serve in the same or another position and, in addition, make certain they are eligible to continue in accord with EPIC bylaws. The Chair shall determine the number of vacancies, if any, and prepare an appropriate recruitment notice to distribute to the general membership no later than 30 September.
(b) Optional Committees
Writing Contest Committee: The Writing Contest Committee shall propose the policies, publicity, and budget for board approval prior to announcing the contest. The Chair shall provide monthly progress reports to The Board and prepare a report upon completion of the contest activities.
Grants and Fundraising Committee: The Grants and Fundraising Committee shall assess grant opportunities and propose submissions that provide a likelihood of success. All proposals shall be submitted to The Board for approval before submission. The proposal must include how the project would be managed including establishing financial accounting and reports as well as expected outcomes upon completion of the current activities.
Social Media and Publicity Committee: The Committee shall ensure the EPIC website is maintained, help publicize events on social media (such as Instagram, Facebook, and Twitter), help design posters and prepare press releases, post event details on suitable event websites (such as Shawguides.com) and contact influencers to help publicize events consistent with the event's plans. The Chair, or designated board member shall report regularly to The Board as well as on completion of each project.
Events Committee: This committee is ad hoc and formed to assist Board Members who lead an event such as workshops, socials or open mic events and help find suitable space, arranging for food, supplies, room arrangements, speakers, etc.
(c) Additional committees may be created as necessary.
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 shall 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 51% of The Board membership plus one from 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 other 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 Group was organized.
# # #
Name
The legal name of this body is EPIC Group, herein known as EPIC or EPIC Group Writers, a 501(c)(3) non-profit under the IRS code.
Article II
Purpose
The purpose of EPIC Group Writers is to create and sustain a community of writers of all levels and backgrounds who share, encourage, and nurture the literary and other creative arts for the benefit of the community at large. Epic Group Writers shall 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 (“The Board”) shall be comprised of a minimum of five Board directors for 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 venues for social events, projects, 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. Officers of the Board shall be elected to a two-year term for a maximum of three consecutive two-year terms. Members-at-large serving the Board in good standing are expected to step down after two consecutive terms to make room for new ideas.
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 4. 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 shall run until 31 December of that year.
Article IV
Officers
Section 1. Officers. The five officers for The Board shall be elected by the EPIC membership. The officers shall consist of President, First Vice President of Development, Second Vice President of Membership, Secretary, and Treasurer.
Section 2. Officer Responsibilities. Officers’ responsibilities are set forth in Article V.
Section 3. Officer Terms and Transitions: The Terms of office run from 1 January through to 31 December. The Nominating committee shall present a slate of nominated officers to the annual November general membership meeting for election. Within two weeks after an election, incoming and outgoing Officers shall meet to ensure a smooth transition. Outgoing Officers shall 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 is elected to that officer position.
Section 4. Removal and Vacancies: An officer may be removed for failure to attend Board meetings without an 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, such Officer must immediately provide all relevant EPIC records, and documents to the President. Should such a vacancy occur during the year, The Board shall elect a new officer whose term shall run until 31 December of that year.
Article V
Duties of The Board
Section 1. President: The President shall preside over general membership and Board meetings. The President may vote on all matters and shall break voting ties and help steer EPIC to further the Purpose during his or her time of service. The President shall oversee an annual budget for approval by The Board and presentation to the general membership at its annual meeting. The President shall have access to all financial records and shall stand in for the Treasurer at meetings as needed.
Section 2: First Vice President of Development: The First Vice President of Development shall oversee committees relating to marketing, fundraising, public relations, publicity, and communication efforts. The First Vice President shall stand in for the President when he/she is not available.
Section 3: Second Vice President of Membership: The Second Vice President of Membership shall lead EPIC membership recruitment and retention efforts, stand in for the Secretary when the Secretary is not available, and serve as Chair of the Nomination Committee which shall submit a slate of officers to The Board at the November Board Meeting. The Second Vice President of Membership shall be responsible for sending notices to all members regarding payment of annual dues and notification of the annual meeting.
Section 4. Secretary: The Secretary shall record and maintain the minutes of EPIC meetings and shall 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, committee minutes submitted by committee Chairs, and historical documents that pertain to the ongoing business of EPIC. Records shall be maintained electronically and in hard copy.
Section 5. Treasurer: The Treasurer is responsible for managing all funds of EPIC in accordance with the annual budget, and shall maintain accurate financial records, including preparation, filing, and maintaining tax returns and receipts, to document every EPIC financial transaction. He/she shall receive and issue receipts and shall deposit all monies in the name of EPIC in the financial institution selected by The Board. The Treasurer shall prepare accurate and timely financial reports to The Board. The Treasurer shall provide the President and Board with access to all financial records and stand in for the Secretary as needed. Records shall be maintained either electronically or in hard copy.
Section 6. Members at Large: Members at Large shall be elected by The Board for a two-year term. The Board may elect up to six or more members at large who shall attend all board meetings, chair EPIC committees and/or activities and act as liaisons to keep The Board informed and updated in a timely manner. Members at large may also be asked to step in as temporary officers when board officers are absent from board meetings.
Section 7. Board Retreat: All current and incoming board members shall attend the annual board retreat to discuss the previous year and to make plans for the upcoming EPIC year.
Section 8. Committee Chairpersons: Committee Chairpersons shall provide timely reports about their committee to The Board. Chairpersons must be EPIC members, but not necessarily Board members provided at least two Board members serve on the committee. The chairperson may be asked to attend board meeting at the discretion of The Board. They shall serve a two-year term unless otherwise noted in Article VIII, Section 2: EPIC Committees.
Article VI
Membership
Section 1. Calendar: The EPIC membership year shall run from September 1 to August 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 shall be used to carry out the purpose of EPIC. Dues are payable 1 September or upon joining. To remain a Member in Good Standing, dues must be paid in full. New members joining mid-year shall pay full annual dues. 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 shall be prorated and 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. Regular board meetings are not scheduled for July, August, or December. The quorum requirements shall be met if more than half of The Board members plus one is 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 Annual Meeting: The November board meeting shall be considered the Annual Meeting, during which Board members and Officers shall be elected as needed. 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 Board Members and Members in Good Standing shall be allowed to vote on EPIC business. A quorum of 50% plus one board member must be present for voting to take place or business to transact. Decisions shall be made by majority vote, with the President’s vote settling any tie.
Article VIII
EPIC Committees
Section 1. Committee Chairs: The Board may establish committees as needed in addition to the Audit and Nominating committees. The Chair of each optional committee shall be a board member. The Chair shall present the proposed objectives and a budget (if any) to the full board for approval before proceeding. Members in Good Standing are eligible to serve on committees to assist the Chair. The Chair shall update The Board regularly on progress and prepare a brief report upon completion for The Board's review and EPIC records.
Section 2. Committees
(a) Mandatory Committees
Audit Committee: This committee shall be chaired by the Second Vice President of Membership. The President serves ex-officio along with one other board member appointed by the Second Vice President of Membership. The Committee shall review all financial records and reports no later than 31 December of each year and make a report of findings to The Board and at the general annual meeting.
Nomination Committee: The committee shall be chaired by the Second Vice President of Membership. The chair shall survey the current board membership as to their interest in continuing to serve in the same or another position and, in addition, make certain they are eligible to continue in accord with EPIC bylaws. The Chair shall determine the number of vacancies, if any, and prepare an appropriate recruitment notice to distribute to the general membership no later than 30 September.
(b) Optional Committees
Writing Contest Committee: The Writing Contest Committee shall propose the policies, publicity, and budget for board approval prior to announcing the contest. The Chair shall provide monthly progress reports to The Board and prepare a report upon completion of the contest activities.
Grants and Fundraising Committee: The Grants and Fundraising Committee shall assess grant opportunities and propose submissions that provide a likelihood of success. All proposals shall be submitted to The Board for approval before submission. The proposal must include how the project would be managed including establishing financial accounting and reports as well as expected outcomes upon completion of the current activities.
Social Media and Publicity Committee: The Committee shall ensure the EPIC website is maintained, help publicize events on social media (such as Instagram, Facebook, and Twitter), help design posters and prepare press releases, post event details on suitable event websites (such as Shawguides.com) and contact influencers to help publicize events consistent with the event's plans. The Chair, or designated board member shall report regularly to The Board as well as on completion of each project.
Events Committee: This committee is ad hoc and formed to assist Board Members who lead an event such as workshops, socials or open mic events and help find suitable space, arranging for food, supplies, room arrangements, speakers, etc.
(c) Additional committees may be created as necessary.
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 shall 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 51% of The Board membership plus one from 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 other 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 Group was organized.
# # #