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BYLAWS OF THE WASHINGTON INDEPENDENT
WRITERS ASSOCIATION, INCORPORATED

ARTICLE I. NAME AND OBJECTIVE

Section 1. Name. The name of the Corporation is the Washington Independent Writers Association, Incorporated (hereafter referred to as "WIW").

Section 2. Objective. The objective of WIW is to advance the professional interests of its members and of all professional writers.

ARTICLE II. OFFICE AND REGISTERED AGENT

Section 1. Principal Office. The principal office of WIW, and such other offices as it may establish, shall be located in such place or places, either within or without the District of Columbia, as may be designated by the Board of Directors.

Section 2. Registered Office. WIW shall continuously maintain within the District of Columbia a registered office in compliance with the District of Columbia Non-profit Corporation Act, at such place as may be designated by the Board of Directors.

Section 3. Registered Agent. WIW shall continuously maintain within the District of Columbia a registered agent in compliance with the District of Columbia Non-profit Corporation Act, said registered agent to be designated by the Board of Directors.

Section 4. Corporate Book. WIW shall maintain, at its principal office, a Corporate Book containing the Articles of Incorporation, the Bylaws, all amendments to the Bylaws, all major policy decisions of the Board of Directors concerning the affairs of WIW and such other items as may be directed by the Board of Directors. The Corporate Book shall be open to inspection by any member of WIW during normal business hours.

Section 1. General. No one shall be barred from membership on the basis of race, color, religion, national origin, disability, sex, sexual orientation, age or political affiliation.

Section 2. Annual Dues. The amount of annual dues, and when they take effect, shall be proposed by the Board of Directors and approved by a majority of those members voting in a mail referendum. The referendum shall be decided by a majority of those members whose ballots are received in the WIW principal office within 15 days after posting by the Executive Director.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the WIW shall be governed by the Board of Directors.

Section 2. Membership. The Board of Directors shall consist of 16 members: four officers and 12 Directors. The immediate Past President shall serve ex officio. The Past President shall be a full member of the Board of WIW for the year following the Past President's term so long as the Past President was not removed from office. The Past President would be automatically on the Board for two years if the President succeeding him or her serves two consecutive terms. At the end of his or her term, the Past President could run for reelection as a Board member. The four officers shall be: President, Vice President, Secretary and Treasurer. Officers shall be elected for a term of one year. Board members shall be elected for a term of two years, with half elected in alternate years. No officer or Board member shall serve more than two successive terms in the same elected office, except for the Secretary and Treasurer, who may be elected for four one-year terms in sequence.

Section 3. Meetings. The Board of Directors shall meet monthly at a time and place set by the President with the consent of the Board. The Board shall meet at such other times as it shall decide. The President shall preside at meetings of the Board and shall vote only in the case of a tie vote.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or by not fewer than five members of the Board. The President shall call a special meeting by notifying every officer and member of the Board of such special meeting. Five or more members of the Board shall call a special meeting by notifying the President or the Secretary of their call, and that officer shall notify all officers and members of the Board of special meetings.

Section 5. Notice of Meetings. Officers and members of the Board of Directors shall be notified of a regular meeting not fewer than five days before such meeting, and of a special meeting not fewer than two days before such meeting. Such notice may be given in the same manner as notice of a membership meeting or it may be given by telephone. Such notice shall state the time, place and purpose of the meeting.

Section 6. Quorum. Unless otherwise provided by law or by these Bylaws, a majority of the Board of Directors then in office shall constitute a quorum for transacting business at any meeting of the Board. A vote of the majority of those Directors who are present is required for all decisions made during a meeting of the Board in formal session, unless otherwise provided by law or in these Bylaws. Should a quorum not be present, however, the President may declare the Board to be in informal session. The President or any other Board member may obtain a Board decision on any matter discussed during the informal session by conducting a poll of all members of the Board. The written approval of all Directors is required for all decisions so obtained after an informal session.

Section 7. Vacancies. Any vacancy occurring in the Board of Directors may be filled through appointment by the Board of Directors. Any officer, Board member or other member of WIW may nominate a full member for appointment to fill the vacancy. The appointee shall serve until the next membership meeting, at which time an election shall be held to fill the unexpired term, if any.

If the vacancy is that of an officer of WIW, the Board may designate an elected member of the Board to serve as such officer and may designate the vacated position as one of the Directors only. If the vacated office be that of President, it shall be filled by the Vice President. Every action taken under this section shall be reported to the membership at the earliest practicable time.

Section 8. Removal. Any officer or members of the Board of Directors of WIW may be removed from office by the Board of Directors or through a petition and vote of the membership. In the case of removal by the Board, 12 members of the Board must be present at the meeting of the Board and no fewer than 11 members must vote for removal.

An officer or Director shall be removed from office only for cause, which shall be particularized in written charges. Upon adoption of written charges by the Board, the officer or Director shall immediately be suspended from office. The officer or Director shall have the opportunity to respond to the charges. The charges and responses shall lie on the table for 30 days after being submitted to the Board, and shall be published to the membership. A majority of the Board shall be required to adopt the charges as grounds for removal; the subject of the action shall have the right to vote on adoption of the charges. Within 30 days of adoption of the charges, the Board shall hear evidence from all interested parties and then vote on the matter of removal. The President shall preside at removal proceedings by the Board unless he or she is the subject of the removal action, in which case the Vice President or some other officer appointed by the Board shall preside. The subject of the removal action shall have the right to vote on the motion to remove. Voting shall be by recorded vote, which shall be reported to the membership.

An officer or Director removed by the Board may call a special meeting of the membership to consider the question of removal. A majority of the full members of WIW present and voting may reinstate the officer or Director removed by the Board.

In the case of removal by the membership, a petition signed by one-third of the voting members of WIW shall be submitted to the President. Delivery of the petition to the registered office of WIW shall be deemed to constitute delivery to the President. The President shall call a special meeting of the members to consider such petition as soon as practicable. The President shall preside at such meeting, unless he or she is the subject of the removal action, in which case the Vice President shall preside. The subject of the removal action shall have the right to vote on the motion to remove. Voting shall be by secret ballot. If at such meeting a majority of the total full members of WIW votes for removal, the officer or Director shall be removed from office.

Section 9. Compensation. Officers and Directors shall receive no compensation whatsoever from WIW for their services, but may be reimbursed for expenses incurred in the course of their services. However, officers and Directors remain entitled to the same benefits from WIW as other members.

ARTICLE V. OFFICERS AND EXECUTIVE DIRECTOR

Section 1. President. The President shall be the chief executive officer of WIW and shall in general supervise the business and affairs of WIW. Except as provided in these Bylaws, and unless expressly prescribed or otherwise directed by the Board of Directors, the President shall have authority to act on behalf of WIW, and shall perform all duties incident to the office of President. The President shall be a member ex officio of all regular, standing, special, ad hoc or other duly authorized committees, and shall be notified of all committee meetings.

Section 2. Vice President. In the absence of the President, the Vice President shall perform all the duties of the office of President. The Vice President shall also supervise the general work of the committees and perform such other duties as the Board of Directors may direct.

Section 3. Secretary. The Secretary shall ensure that minutes are maintained of all meetings of the Board of Directors and the Executive Committee and distribute the minutes to the members of each. Summaries of these minutes shall be reported to the membership. The Secretary shall also conduct appropriate correspondence and sign official documents, as required. The Secretary shall ensure that records are maintained so that they are available in the principal office during normal business hours to all members of WIW, and shall perform such other duties as the President or the Board of Directors may assign.

Section 4. Treasurer. The Treasurer shall supervise the fiscal affairs of WIW by: (1) preparing an annual fiscal year budget for review at quarterly meetings of the Board of Directors; (2) overseeing books and records so that they can be inspected during normal business hours by the President, and other officer or member of the Board, any member of WIW or any accountant or auditor designated by the Board; (3) insuring that financial records of WIW are audited, reviewed or monitored annually by a certified public accountant; (4) reviewing disbursements; and (5) submitting to the membership, and publishing, an annual report of the financial status of WIW. The Board of Directors may require the Treasurer and/or any other officer to furnish a bond of a kind and in such amount as it may determine, the cost of the bond to be paid by WIW.

ARTICLE VI. COMMITTEES

Section 1. General. The Board of Directors may establish standing and ad hoc committees and similar entities to research and analyze issues and to implement Board policies. Committees shall be composed of WIW members. The President, with the consent of the Board, shall designate the chairperson of each such entity. The chairperson of each committee (or similar entity) shall guide the affairs of the committee and report committee activities to the Board. The Board may direct one or more of the committees to undertake a particular project, or to limit its activities to a particular area or to conduct its business in a particular manner. The chairperson of a committee may, at his or her request, appear before the Board to obtain a modification or cancellation of any such directive issued by the Board.

Section 2. Executive Committee.

Section 2(a). Purpose. The purpose of the Executive Committee is to enable the Board of Directors to function more effectively and efficiently by the Committee's undertaking certain activities, as set forth in Section 2(c). Responsibilities, on behalf of the Board and subject to Board approval.

Section 2(b). Membership. The Executive Committee shall have five members: the current WIW President, Vice President, Secretary, Treasurer and Past President. In the event of a vacancy among these offices, other Board members will serve on the Committee on an alternating basis per meeting until the vacancy is filled. Each member of the Executive Committee shall have one vote.

Section 2(c). Responsibilities. The Executive Committee shall be responsible for:

• Development of major WIW policies (such as WIW goals, missions, financial management, personnel policies), and of recommendations regarding those policies, for presentation to the Board of Directors;

• Interim and emergency decision-making on behalf of the Board of Directors on financial, legal and other issues that require decisions prior to the next Board of Directors meeting;

• Annual evaluation of the WIW Executive Director's performance and development of evaluation criteria for approval by the Board.

Section 2(d). Prohibitions. The Executive Committee is specifically prohibited from amending the Bylaws, dismissing or electing new Board members or officers, entering into major contracts on behalf of WIW, bringing a lawsuit on behalf of WIW, changing a Board-approved budget, or adopting, eliminating or substantively modifying major WIW programs.

Section 2(e). Operations and Quorum. The Executive Committee shall be presided over by the President. In the absence of the President, the Vice President shall preside. The WIW Secretary shall keep the minutes of each meeting.

At least three members of the five-member committee constitute a quorum and must be present and vote before any decision is binding on the Committee. Any regular Committee member who cannot attend a meeting [shall/may] authorize another Board member to take his or her place at the meeting; the substitute shall have full voting power at that meeting only. The full Board, by a majority vote, may overrule any decision passed by the Committee.

The Executive Committee shall meet as needed at the call of the President between the meetings of the Board of Directors, at places and times set by the President. Meetings via conference calls or other communications technology are allowed, as long as all members in attendance can hear each other at the same time. The Executive Committee may, by a majority vote, invite other individuals to attend and participate in specific aspects of a given meeting, but these invitees shall not have the right to vote at Executive Committee meetings.

Section 1. Annual Meeting. An annual meeting of the members shall be held each year at a time and place set by the Board of Directors, for the purpose of accepting nominations for officers and Directors, accepting proposals to place before the membership in the mail referendum and transacting such other business relating to WIW as may come before the meeting. All decisions of the membership at the annual meeting shall be determined by a majority vote of members present and voting. Nomination procedures shall be established by the Board. Nomination procedures must be posted in a newsletter at least one month in advance of nominations.

Section 2. Special Meetings. Special meetings of the members may be called by the President with the approval of a majority of a quorum of the Board of Directors, by a majority of the full Board of Directors or by not less than one-tenth of the voting membership. In the last instance, a written notice signed by each voting member who desires to call such special meeting must be addressed to the President of WIW and either personally delivered to that officer or delivered to the registered office of WIW.

Section 3. Notice of Meetings. Written notice of any meeting of the members shall be sent to each member of WIW no less than two weeks before said meeting stating the time, place and purpose of the meeting. Delivery may be made to members either personally, by mail, e-mail, facsimile transmission or by such other means of communication that may be devised and be deemed by the Board of Directors to be appropriate to the purpose. Notices shall be sent to addresses or through facsimile numbers contained on the current membership list.

Section 4. Quorum. Five percent of the Full members of WIW shall constitute a quorum for all membership meetings. The overall number of members in WIW shall be announced by the Executive Director or, in his or her absence, by an officer of WIW, at the opening of each membership meeting.

Section 5. Voting. Members of WIW shall vote by mail ballot on motions proposed by the annual meeting and on candidates for officer or member of the Board of Directors. Voting shall be by secret ballot. The Executive Director shall ensure that the secrecy of ballots is maintained at all times throughout the balloting and vote counting process. Following the annual meeting, the Executive Director shall prepare the mail ballots and mail them to all members. Motions shall be decided and candidates elected by a majority of those members whose ballots are received in the WIW office within 15 calendar days after posting by the Executive Director. In the case of a tie, ballots received on the sixteenth or successive days shall be counted, until the tie is broken. The Executive Director shall supervise the counting of ballots and certify the results. Officers and Directors shall serve until duly qualified and elected successors are certified for office.

ARTICLE VIII. CHAPTERS

The Board of Directors may, upon a vote of three-quarters of those present, establish chapters of WIW outside Washington, D.C. The Board shall establish procedures for negotiating agreements with independent writers who propose such chapters, and shall set membership requirements and dues for members of such chapters.

ARTICLE IX. AMENDMENTS TO BYLAWS

A majority of the Board of Directors then in office shall have the power to amend or change the Bylaws of WIW at any time. Any proposed amendment must be reported to the membership and cannot be acted upon by the Board until 30 days after it has been reported to the membership. A petition signed by 10 percent of the full membership or a majority of full members voting at the annual meeting shall be sufficient to place a proposed change in the Bylaws in the annual mail ballot. A majority of those voting is required to pass said amendment.

ARTICLE X. ACCOUNTING PERIOD

The fiscal year of WIW shall begin on the first day of July and end on the last day of June.

ARTICLE XI. EFFECTIVE DATE

These Bylaws shall become effective immediately.

Adopted May 5, 1982
Amended July 10, 1990
Amended June, 1995
Amended June, 1997
Amended May 27, 1998
Amended June 6, 2002

Amendment to Article II. Section 3. adopted June 26, 2002.
Amendment to Article III. Section 1. adopted June 26, 2002.
Amendment to Article III. Section 2. adopted June 26, 2002.
Amendment to Article IV. Section 1. adopted July 10, 1990; superseded by amendment adopted June 1997; superseded by amendment adopted June 26, 2002.
Amendment to Article V. Section 3. adopted June 26, 2002.
Amendment to Article V. Section 4. adopted May 27, 1998.
Amendment to Article V. Section 5. adopted May 27, 1998.
Amendment to Article VI. adopted June 26, 2002: (1) Amended original language of Article VI. and titled it Section 1. General; (2) Incorporated into Article VI. as Section 2. Executive Committee, the previously designated Article XII. Executive Committee, which had been adopted as an amendment in June 1995.
Amendment to Article VII. Section 1. adopted June 26, 2002.
Amendment to Article VII. Section 3. adopted June 26, 2002.
Amendment to Article VII. Section 4. adopted June 26, 2002.
Amendment to Article VII. Section 5. adopted June 26, 2002.