Bylaws of the Association of Writers & Writing Programs

ARTICLE I
Names and Offices

  1. The name of this Corporation shall be the Association of Writers & Writing Programs (hereinafter referred to as “AWP” or the “Association”), a Virginia nonstock corporation organized and operated as a tax-exempt organization within the meaning of Internal Revenue Code section 501(c)(3).
  2. The Association shall have and shall continuously maintain in the Commonwealth of Virginia a registered office and a registered agent whose office is identified with such registered office as required by the Virginia Nonstock Corporation Act. The registered office may be, but need not be, identical to the principal office in the Commonwealth of Virginia, and the address of the registered office may be changed from time to time by the Board of Directors.
  3. The Association shall have such other offices, either within or without the Commonwealth of Virginia as the Board of Directors shall determine. 

ARTICLE II
Purpose

  1. AWP’s purpose is to foster literary achievement, to advance the art of writing as essential to a good education, and to serve the writers/makers, teachers, students, and readers of contemporary writing. AWP seeks to help writers and teachers do their best possible work while we help writers connect with the widest possible audience. To accomplish its mission, AWP:
  2. a) Speaks as a national voice for the profession of creative writing as an academic discipline;
    b) Sets high standards for the teaching of creative writing and conducts research to inform those standards;
    c) Provides forums for the discussion of significant artistic, educational, administrative, audience-building, publishing, and funding issues;
    d) Maintains effective networks for sharing of information among teachers, writers, and administrators; and
    e) Cultivates communities for the shared appreciation of literature.

ARTICLE III
Constituency

  1. The Association shall have no members as such term is defined in Va. Code § 13.1-803. However, AWP’s activities are intended to benefit and serve a constituency consisting of:
  2. a) Degree-conferring creative writing and literary programs and departments that are units of academically accredited non-profit and not-for-profit institutions and that meet the criteria and pay the annual membership dues established from time to time by the Board of Directors;
    b)Non-profit and not-for-profit organizations that support writers and literature and that meet the criteria and pay the annual membership dues established from time to time by the Board of Directors; and Individuals who support the purposes, goals and objectives of AWP, and who meet the criteria and pay the annual membership dues established from time to time by the Board of Directors.

  3. Members of the constituency may apply to become dues-paying members of the Association. Such dues-paying members shall not act as or be deemed Members of the Association as defined in Va. Code § 13.1-803.

ARTICLE IV
Board of Directors

  1. Management of the Association’s Affairs.
  2. a) Management and conduct of the affairs of AWP shall be vested in and controlled by its Board of Directors.

  3. Composition of the Board of Directors.
  4. a) The Board of Directors shall be composed of (x) Directors elected pursuant to Article IV Paragraph L (“Elected Directors”), (y) Voting Ex-Officio Directors elected pursuant to Article IV Paragraph 5(a)(i) (“Voting Ex-Officio Directors”) and (z) Non-Voting Ex-Officio Directors appointed pursuant to Article IV Paragraph 5(a)(ii) ((x), (y), and (z), collectively, “Directors” and each individual, a “Director”).

    i)At any time, there shall be no fewer than eleven (11) and no more than twenty-one (21) Directors of the Board, which number shall include Elected Directors and Voting Ex-Officio Directors and exclude Non-Voting Ex-Officio Directors.
    ii)The Board of Directors as of the date hereof shall consist of eleven (11) Directors. 
    iii)The number of Directors may be increased or decreased by the Board of Directors, acting by majority vote.

    b) The Board of Directors may, from time to time, adjust the number of Directors within the range provided herein without requiring an amendment to the bylaws or two-thirds vote of the Board of Directors, provided, however, such adjustment shall not reduce the term of an existing Director except as otherwise provided in Article IV Paragraph 16.

  5. Directors shall represent diverse expertise in programming, education, management, philanthropy, publishing, and other areas of expertise beneficial to the Association.
  6. Term.
  7. a) The Board of Directors shall elect no less than three (3) Elected Directors to serve on the Board of Directors at any time.
    b) Each Elected Director shall be elected to a four-year term of office.
    c) Each term shall begin immediately following the end of the Board meeting at which such Elected Director was elected and shall continue until his or her successor has been elected and qualified.
    d) The terms of office of the Elected Directors shall be staggered.
    e) Elected Directors shall not serve more than three (3) consecutive terms of four years as an Elected Director except as otherwise permitted by these bylaws.

  8. Ex-Officio Directors.
  9. a) Two types of ex-officio Directors may serve on the Board of Directors of the Association (i) Voting Ex-Officio Directors and (ii) Non-Voting Ex-Officio Directors (collectively, “Ex-Officio Directors”).

    i) Voting Ex-Officio Directors: 

    (1) Each Council set forth in Article VI, whether existing as of the date hereof or established hereafter, shall select a chair as set forth in Article VI.
    (2)Each council shall nominate such chair to serve as an ex-officio member, with vote, on the Board of Directors, subject to the affirmative vote of a majority of members of the Board of Directors in office but not eligible for re-election at the same meeting and present at a duly convened meeting at which a quorum is present.

    ii)Non-Voting Ex-Officio Directors:

    (1) From time to time, by majority vote of the Directors then serving in office, the Board of Directors may designate ex-officio Directors who shall serve in an honorary capacity, without vote, and who shall not be counted in determining the presence of a quorum.
    (2) Non-Voting Ex-Officio Directors shall be purely advisory, not fiduciary in capacity. The Board of Directors shall determine the length of term of office of any Non-Voting Ex-Officio Directors.

    b) Executive Director(s) shall be non-Voting Ex-Officio Director(s) for so long as he or she holds the office of Executive Director(s).

  10. General Powers.
  11. a) In the conduct and management of the Association, the Board of Directors shall be vested with all powers possessed by the Association itself insofar as such delegation of authority is not inconsistent with or repugnant to the laws of Virginia, the Association’s Articles of Incorporation, or these bylaws.

  12. Specific Powers.
  13. a) In furtherance, but not in limitation, of the authority to govern the Association, the Board of Directors shall have the following powers:

    i) To elect a Chair, a Vice Chair, and such officers as may be authorized by these bylaws and by resolution of the Board of Directors;
    ii) To apply and expend, for the purposes expressed herein and in the Articles of Incorporation, the net income of the Association and/or any or all of the principal or capital thereof;
    iii) To employ agents and attorneys for the administration of the Association and, to this end, to delegate to such agents or attorneys such ministerial duties as are deemed proper;
    iv) To accept gifts, bequests, devises, grants, or other contributions of real and personal property, or interest therein, on behalf of the Association, provided the terms and conditions under which such contributions are made shall not be inconsistent with the purposes and objectives of the Association;
    v) To invest the money received by the Association in certificates of deposit, or in stocks, bonds or any other obligations or securities of any association or associations as the Board of Directors shall deem advisable and in the best interest of the Association;
    vi) To pay all costs, expenses, and charges including but not limited to the fees of attorneys and agents; and
    vii) To appoint, from time to time, one or more committees to have such name or names and to have such powers and duties as may be required by these bylaws or determined from time to time by the Board of Directors.

  14. Meetings of the Board of Directors.
  15. a) Regular and special meetings.

    i) Except as otherwise provided by these bylaws, decisions of the Board of Directors shall be made at duly constituted meetings of the Board of Directors.
    ii) Regular meetings shall be held at such times and in such places, either within or without the Commonwealth of Virginia, as the Board of Directors may determine in advance.
    iii) Such regular meetings shall be held twice a year, once during the fall and once during the spring, in conjunction with the annual conference and upon dates established by written notice given pursuant to paragraph 10 of this Article.
    iv) In addition to other business that may be deemed appropriate by the members of the Board of Directors, the election of the Elected Directors and officers shall take place at the fall meeting of the Board of Directors.
    v) Special meetings to elect at-large Directors or director replacements can be held at any time of the year and shall be convened at the request of the Chair or the Vice Chair, or at the request of one-third of the members of the Board of Directors and shall be held at the time and place as shall be specified in such request.

    b) Meetings by telephone.

    i) In addition, the Board of Directors, at the request of the Chair or the Vice Chair, or at the request of one-third of the members of the Board of Directors, may choose to conduct a meeting by telephone.
    ii) Such a meeting shall take the form of a telephone conference call or by any means of communication by which all persons participating in the meeting are able to hear one another.
    iii) Each Director participating in the telephone conference call shall be deemed to be in attendance at the meeting.
    iv) Any action or decision required or permitted to be taken at a regular or special meeting of the Board of Directors may be taken or made at a meeting by telephone.

  16. The Board of Directors shall elect a Chair and a Vice Chair to each serve a one-year term on the Board of Directors.
  17. a) The Chair and Vice Chair shall serve for no more than three consecutive terms. Otherwise, there shall be no restrictions on the number of terms that the Chair or Vice Chair can serve.
    b) The Chair and/or Vice Chair may be removed by the Board of Directors by the affirmative vote of two-thirds of the voting Directors in office the day immediately before such meeting is called that are present at a meeting with a quorum present.
    c) The Chair, if any and if present and acting, shall preside at all meetings.
    d) The chair and officers, working with the corporation’s Executive Director(s), shall set the agenda for full Board meetings. Otherwise, in the order of set forth herein, if any and if present and acting, the Vice Chair or any other Director chosen by the Board, shall preside.      

  18. Notice.
  19. a) All regular, special, and telephone meetings of the Board of Directors, or any change in the time or place thereof, must be preceded by written notice to each Director.

    i) Such notice shall specify the date, time, and place of the meeting and, for special meetings, the purpose for the meeting or the business to be conducted at the meeting.
    ii) For regular meetings such notice must be given not fewer than thirty days prior to the date of the meeting.
    iii) For special and telephone meetings, such notice must be given not fewer than four nor more than thirty days prior to the date of the meeting. Notice must either be delivered personally to each Director or be sent by mail, facsimile transmission, cable, wireless, email, or similar means of electronic communication to the Director at the Director’s business, home, email or other address, facsimile number, or other number as designated by each Director.
    iv) If such notice is given by mail, it shall be deemed delivered when deposited in the United States mail, properly addressed, with postage paid thereon.
    v) If such notice is given by electronic communication, it shall be deemed delivered when sent provided the sender does not receive any notice of a failed transmission.

    b) Waiver of Notice.

    i) Notwithstanding the forgoing requirements, a Director may waive notice of any regular, special, or telephone meeting.

    (1) Attendance at a regular, special, or telephone meeting shall constitute a waiver of notice, except when the Director attends a meeting for the express purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or is not lawfully convened.
    (2)A written statement filed with the Board of Directors by any Director either before or after a meeting is held, which recites knowledge of date, time, and place of such meeting and specifically waived notice thereof, shall be considered effective to dispense with the requirement for prior written notice to such Director.

  20. Action by the Board of Directors Without a Meeting.
  21. a) Any action or decision required or permitted to be taken at a meeting of the Board of Directors may be taken or made without the convening of a formal meeting, provided all members of the Board of Directors so consent in writing and set forth in the same writing the action or decision to be taken or made. Such consent in writing shall have the same force and effect as a unanimous vote and may be described as such in any document executed by the Association.  

  22. Quorum and Voting.
  23. a) A quorum for the transaction of business by the Board of Directors shall be one-half of the total number of Elected Directors and Voting Ex-Officio Directors (the Elected Directors and Voting Ex-Officio Directors, collectively, the “Voting Directors”) in office at the time of the meeting.
    b) In the absence of a quorum, a majority of the Voting Directors present may, without giving notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum is obtained. At any such rescheduled meeting at which a quorum is present, any business may be transacted at the meeting as originally called.
    c) Each Voting Director shall have one vote. 
    d) Except as set forth in Paragraphs 12(e) and 12(f) below, the affirmative vote of a majority of Voting Directors in office the day immediately before such meeting is called that are present at a Board of Directors meeting at which a quorum is present shall be necessary and sufficient for actions and decisions by the Board of Directors. 
    e) The affirmative vote of two-thirds of the Voting Directors in office the day immediately before such meeting is called that are present at a Board of Directors meeting at which a quorum is present shall be necessary to take the following actions:  

    i) Amend the Articles of Incorporation of the Association;
    ii) Alter, amend, or repeal any of the bylaws of the Association;
    iii) Adopt any agreement to merge, consolidate, liquidate, or dissolve the Association; or
    iv) Remove from office or from any committee any officer or Director of the Association; provided that such vote shall exclude the officer or Director who is the subject of the vote.       

    f) The affirmative vote of such greater number or proportion of the Voting Directors in office the day immediately before such meeting is called that are present at a Board of Directors meeting at which a quorum is present as required to take actions required by the Virginia Nonstock Corporation Act for those specific actions.
    g) Decisions made in accordance with the above provisions shall be the act of the Board of Directors for any and all purposes.      

  24. Election of the Board of Directors.       
  25. a) At the fall meeting of the Board of Directors, the incumbent Directors, who are not eligible for re-election at the same meeting, shall elect such Elected Directors as it sees fit, in accordance with the terms of these bylaws.
    b) Directors at large, especially those who may bring specific expertise to the Board of Directors, may be elected at other times throughout the year.

  26. Preparation of nominee list.
  27. a) The Nominating & Governance Committee shall present to the Board of Directors at its fall Board meeting a list of nominees for Elected Director positions.
    b) The Nominating & Governance Committee shall invite suggestions from the councils in regard to potential Elected Directors and shall reflect, in its recommendations for Directorships, the diversity of the literary field.
    c) The Board of Directors shall not consider a person’s name on its list of nominees at any time until it has:  

    i) Apprised the person that his or her name may be placed in nomination;
    ii) Explained to her or him the responsibilities and duties attendant upon election as a member of the Board of Directors;
    iii) Obtained his or her express consent to accept and to carry out those responsibilities and duties; and
    iv) Obtained a resume or CV, a statement from the candidate about her or his willingness to serve, his or her rationales for serving, and an acknowledgement of the requirements and expectation of the position.
    v) Received a statement from the nominator that makes the case for the candidate’s election. Nominators may include staff members, current or past Board of Director members, or regional council members.    

    d) The Nominating & Governance Committee shall distribute, by mail or by email, copies of the list of nominees to each member of the Board of Directors no more than thirty days and not fewer than ten days prior to the date of the scheduled Board meeting. The Nominating & Governance Committee may also recommend an increase or decrease in the number of Voting Directors on the Board of Directors.   

  28. Voting Procedure.
  29. a) Each Elected Director shall be elected by the vote of a majority of members of the Board of Directors in office but not eligible for re-election at the same meeting and present at a duly convened meeting at which a quorum is present.
    b) Elected Directors so elected shall hold office in accordance with Article IV Paragraph 4 except as otherwise provided by Article IV Paragraph M. 

  30. Termination; Vacancies.
  31. a) The tenure of a Director shall terminate prior to the expiration of her or his term of office at the time of any one of the following events:      

    I) The effective date of the Director’s resignation submitted in writing to the Chair or, if no Chair, the Executive Director(s);
    ii) The Director’s death; or
    iii) The vote of the Board of Directors pursuant to Article IV Paragraph 12(e)(iv) to remove the Director from office.

    b) In the event of a vacancy, the Board of Directors shall appoint an interim Director who shall serve until the expiration of his or her predecessor’s term. 

  32. Compensation
  33. a) It is the policy of the Association to pay no more than reasonable compensation for personal services rendered to the Association by its Executive Director(s) and employees.
    b) The Directors of the Association shall not receive compensation for fulfilling their duties as Directors, although Directors may be reimbursed for actual out-of-pocket expenses which they personally incur in order to fulfill their duties as Directors. 
    c) The Board of Directors must approve in advance the amount of all compensation for the Executive Director(s) of the Association. Before approving the compensation of the Executive Director(s), the Board shall determine that the total compensation to be provided by the Association to the Executive Director(s) is reasonable in amount in light of the position, responsibility and qualification of the officer, including the result of an evaluation of the officer’s prior performance for the Association, if applicable.

    i) In making the determination, the Board shall consider total compensation to include the salary and the value of all benefits provided by the Association to the individual in payment for services.
    ii) At the time of the discussion and decision concerning the Executive Director(s)’s compensation, the Executive Director(s) shall not be present or vote at such meeting.
    iii) The Board shall obtain and consider appropriate data concerning comparable compensation paid to similar officers in like circumstances. 
    iv) The Board shall set forth the basis for its decisions with respect to compensation in the minutes of the meeting at which the decisions are made, including the conclusions of the evaluation and the basis for determining that the individual’s compensation was reasonable in light of the evaluation and the comparability data.

ARTICLE V
Committees

  1. Designation of Committees.      
  2. a) At any meeting of the Board of Directors, the Board may designate standing and/or ad hoc committees as it shall deem appropriate.
    b) The standing committees shall have such authority as the Board shall by resolution provide, except that no such committee shall have authority to:

    i)Fill vacancies on the Board or on any committee.
    ii)Fix compensation of the Executive Director(s).
    iii) Amend or repeal Association bylaws, or adopt new bylaws.
    iv) Amend or repeal any resolution of the Board which by its terms, shall not be so amendable or repealable.

  3. Committee Membership.
  4. a) Unless otherwise provided below, all standing committees shall consist of at least three members, at least one of whom shall be a member of the Board of Directors.
    b) Unless otherwise provided for in these bylaws or by the laws of the Commonwealth of Virginia, the chair of each standing committee shall be appointed by the Chair of the Board of Directors.
    c) Any standing or ad hoc committee designated by the Board of Directors may include such persons, whether or not Directors or officers of the association, as the Board of Directors shall determine.
    d) Non-Director members of a Committee may advocate proposals for the Board’s consideration, but non-Director members of the Committees shall in no case have the power or authority to bind the Association or the Board.
    e) At least one employee of the Association, as designated by the Board, shall be present at the meetings of each Committee to advise the Committee on the operations of the Association and other matters as the Board shall direct. 
    f) Each Committee shall keep minutes of proceedings and shall report to the Board of Directors.

  5. Standing Committees.
  6. a) The following standing committees shall be established by the Board of Directors:

    i) Nominating & Governance Committee
    ii) Finance & Audit Committee
    iii) Professional Standards Committee
    iv) Marketing & Communications Committee
    v) Development & Case Study
    vi) Conference Steering Committee

    b) Nominating & Governance Committee.

    i) The Nominating & Governance Committee shall review regularly the needs of the Association in regard to membership on the Board of Directors and shall propose a slate of nominees for election as Elected Directors at each fall meeting of the Board in accordance with the provisions of Article IV, paragraph L of these bylaws.
    ii) The Nominating & Governance Committee also shall propose a slate of officers for election at the fall meeting of the Board.
    iii) The Nominating & Governance Committee must review all minutes and maintain accurate summaries of Nominating & Governance Committee meetings.
    iv) The Nominating & Governance Committee shall consist of at least three Voting Directors then serving in office, including the Secretary, who shall serve as the committee’s chair and such other Directors as the Board of Directors may elect by majority vote.
    v) Neither the Chair of the Board of Directors nor the Executive Director(s) shall serve as a voting member of the Nominating & Governance Committee.

    c) Finance & Audit Committee.

    i) The Finance & Audit Committee will be responsible for overseeing the sound financial management and condition of the Association in accord with the mission of the organization.
    ii) The Treasurer shall be the chair of the Finance & Audit Committee.
    iii) The Committee will also consist of the Executive Director(s), the accounting manager of AWP, the Chair of the Association, and at least one other member of the Board as the Board of Directors may elect by majority vote.
    iv) The Finance & Audit Committee will be responsible for working with the accounting manager and Executive Director(s) on the development and preparation of the annual budget, quarterly reviews of the financial condition of the organization and branch offices, and cash flow projections in concert with both annual and long-term requirements.
    v) The Committee will develop and recommend the investment policy and asset allocation of the organization subject to the final approval of the Board of Directors.
    vi) The Finance & Audit Committee will review the annual audit process and results and report to the Board.

    d) The Professional Standards Committee.

    i) Chairs of the regional councils of Article VI shall comprise the Professional Standards Committee.
    ii) The chair of the Professional Standards Committee may be elected by the committee or appointed by the Board chair.
    iii) The Professional Standards Committee shall actively participate in communicating with council members on a regular basis through one-on-one conversations and other appropriate means to learn of topical issues that may be of interest to the larger council membership.
    iv) The committee shall work closely with the regional councils of Article VI to set regular council meeting agendas with the goal of engaging council members in productive discussion where issues of interest to the members are explored.
    v) The chairs of the regional councils shall have the charge of developing academic policies for creative writing in concert with the programs and teachers of their councils.
    vi) The Professional Standards Committee shall actively engage new council members in the social activities, which surround the Association’s Annual Conference & Bookfair, by introducing them to others in the council.
    vii) Individuals on the Professional Standards Committee shall mentor other council members and work to identify candidates to serve as future council chairs.
    viii) The Committee shall actively participate in the activities of the Board of Directors, serving as a representative voice for the members of the councils and regularly reporting the activities of the councils at Board meetings.
    ix) The Professional Standards Committee is charged with regularly assessing, evaluating, and updating the associations “Hallmarks” as they relate to research and recommended best practices of teaching creative writing at all levels.
    x) The Professional Standards Committee will serve as advocates for individual faculty and programs, as deemed appropriate by the committee.
    xi) The Professional Standards Committee will read and collect all program reviews completed by evaluators used as part of the AWP evaluation process.

    e) Marketing & Communications Committee.

    i) The chair of the Marketing & Communications Committee may be elected by the committee or appointed by the Board chair.
    ii) The chair of the Marketing & Communications Committee must be a Board member.
    iii) The Marketing & Communications Committee  addresses policies and protocols for branding, marketing, and promoting the publications, public relations, media, web, and how those assets are created and shared.

    f) Development & Case Study Committee.

    i) The Development & Case Study Committee works directly with the development director and staff to prepare strategies for fund-raising of all kinds, including, but not limited to grants, galas, membership drives, and long-term gifts.
    ii) The Development & Case Study committee shall include at least three members of the Board, the development officer, and executive director(s).
    iii) The chair of the Development & Case Study Committee may be elected by the committee or appointed by the Board chair.
    iv) The chair of the Development & Case Study Committee must be a Board member.

    g) The Conference Steering Committee.

    i) The Conference Steering Committee will act as the institutional memory for planning purposes and guidance for the conference subcommittee.
    ii) The Conference Steering Committee shall include conference staff and current and past annual conference chairs who served on the Board of Directors.
    iii) The chair of the Conference Steering Committee may be elected by the committee or appointed by the Board chair.
    iv) The chair of the Conference Steering Committee must be a Board member.

  7. Ad Hoc Committees.
  8. a) The following ad hoc committees may be created and dissolved by the Board of Directors at its discretion.

    i) Strategic Planning Committee
    ii) Personnel Committee

    b) Strategic Planning Committee:

    i) The Strategic Planning Committee shall consist of the Executive Director(s) and any Board of Director member elected by amajority of the Board.
    ii) The Board chair will serve as the committee chair.
    iii) Working with the Executive Director(s), the Strategic Planning Committee will oversee the Association’s adherence to the strategic plan.
    iv) The Strategic Planning Committee will update the plan and propose changes, additions, or modifications to the plan as necessary.  
    v) The Strategic Planning Committee will work closely with all committees to insure the proper support is in place to achieve all strategic plan goals.

    c) Personnel Committee.

    i) The Board chair may serve as the Personnel Committee chair or may appoint another Board member to serve as the committee chair. 
    ii) The Personnel Committee receives and reviews any formal complaints made by staff members to the Executive Director(s) through the stated “Whistle blower Policy” procedures in The AWP Employees Handbook or as described below in this section, including complaints related to financial reporting or unethical or illegal conduct and reported.
    iii) Every Officer, Director, Employee, and Agent of AWP shall have an affirmative duty to report unethical or illegal activity by any other Officer, Director, Employee, or Agent of AWP.  
    iv) The chair of the Personnel Committee shall report any formal complaints to the Board.
    v) In consultation with the Executive Director(s) and, if necessary, legal counsel, the Board shall investigate any report or complaint.
    vi) After investigating a report or complaint, the Board shall determine an appropriate response.
    vii) Officers, directors, employees, and agents of AWP who may be implicated in such reports shall not participate in any deliberation of the Board related to the complaint, except to present information directly to the Board on her or his own behalf.
    viii) In the event that a staff member reasonably believes notice to the Executive Director(s) will be disregarded or not fairly considered, or if the staff member reasonably believes such report will cause her or him to be punished or otherwise cause retaliation, the individual may report such violations directly to the chair of the Personnel Committee or any other Director, who will then share the stated concern with the Board.
    ix) After the Board deliberates and determines a response, if any, the chair of Personnel Committee will report any final actions to the Executive Director(s) and the complainant, as well as any other appropriate persons.

  9. Other Committees.
  10. a) The Board may create and dissolve any additional committees at its discretion.

  11. Committee Meetings.
  12. a) Each committee shall determine and schedule the number of regular meetings it will hold each year and shall have the authority to hold special meetings, as it shall deem appropriate.
    b) Unless otherwise provided for in these bylaws, a majority of the members then serving on a committee constitutes a quorum for meetings of the committee and the vote of a majority of those present at a meeting at which a quorum is present shall be the action of the committee.

ARTICLE VI
Councils

  1. Standing Councils.
  2. a) There shall be seven standing councils to represent the creative writing programs, writers conferences, literary centers, writers, teachers, and students by regional affiliations:

    i) AWP Western Council (Alaska, Alberta, British Columbia, California, Hawaii, Idaho, Manitoba, Montana, Nebraska, North Dakota, Oregon, Saskatchewan, South Dakota, Washington, Wyoming, and Pacific Rim international programs); <
    ii) AWP Southwest Council (Arizona, Colorado, Kansas, Missouri, Nevada, New Mexico, Oklahoma, Texas, and Utah);
    iii) AWP Midwest Council (Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio, Ontario, and Wisconsin);
    iv) AWP Southern Council (Alabama, Arkansas, Caribbean Islands, Florida, Georgia, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee);
    v) AWP Mid-Atlantic Council (Delaware, District of Columbia, Kentucky, Maryland, Pennsylvania, Virginia, and West Virginia,);
    vi) AWP Northeast Council (Connecticut, Labrador, Maine, Massachusetts, New Brunswick, Newfoundland, New Hampshire, New Jersey, New York, Nova Scotia, Quebec, Rhode Island, Vermont, and Europe); and
    vii) WC&C Council (all the constituents, nationally and internationally, who pay dues to the Writers’ Conferences & Centers category of the AWP membership).

  3. Board-Initiated Additional Councils.
  4. a) The Board of Directors may establish such additional councils from time to time as would advance the purposes of the Association by a two-thirds vote of the members of the Board of Directors then in office.
    b) Such additional councils may subsequently be dissolved by a two-thirds vote of the members of the Board of Directors then in office.
    c) Constituent-Initiated Additional Councils.

    i) A group may petition the Board of Directors for validation as a council provided that:

    (1) Its constituents share a universality of function in the field of literature or creative writing as an academic discipline;
    (2) It does not duplicate an existing council;
    (3) It has met at least once per year for at least three years; and
    (4) It has at least one hundred constituents who have signed a petition for the establishment of the council and who are members of AWP.
    (5) Two-thirds of the members of the Board of Directors then in office must approve any such petition for validation as a council.
    (6) Any council thus validated by the Board of Directors which fails to meet at least once in any twelve-month period following its validation may thereby lose its status as a council upon a vote to that effect by two-thirds of the members of the Board of Directors in office.

  5. Council Constituents.
  6. a) Any individual or organizational participant on a council must be a dues-paying constituent member of AWP in good standing. 

  7. Council Chairs.
  8. a) Each council shall select a chair from among its members who shall serve for a four-year term.
    b) Council chairs are selected by their council peers at the Annual Conference & Bookfair.
    c) The term of each council chair begins immediately upon the close of the Association’s fall Board meeting and lasts until the close of the meeting that is four years after the fall meeting when the chair first began his or her term.
    d) A council may also choose to elect a co-chair for the council.
    e) During the period after the Annual Conference & Bookfair until the close of the fall meeting, the chair elected by the council shall be deemed a “chair-elect” until he or she begins his or her term at the end of the fall meeting.
    f) The Professional Standards Committee may establish, in addition to the requirement of Paragraph 3 of this article, other eligibility requirements for the regional council chairs.
    g) For the WC&C Council and other Board-initiated and constituent-initiated councils, the Nominating & Governance Committee may establish other eligibility requirements for the chairs.
    h) As described in Article IV, Paragraph 5(a)(i), each council shall also nominate its chair to serve as a voting member of the Board of Directors for his or her term as chair.

    i) In the event a council elects co-chairs, that council shall designate one or the other, but not both, to represent it at any meeting of the Board of Directors. 

    i) Each council shall notify the Secretary of the Association in writing and in timely fashion of its designated chair or co-chair so that the rules detailed in these bylaws regarding notification of meetings and election to the Board of Directors may be respected.
    j) In the event that a council chair is unable to fulfill his or her term of service, the co-chair shall assume duties as chair for the remainder of the term and the council shall appoint a new co-chair.

    i) If a successor chair has been designated, the chair-elect may begin his or her term early.
    ii) If there is neither a co-chair nor chair-elect, the Board of Directors shall appoint an interim chair to serve for the remainder of the outgoing chair’s term. 

ARTICLE VII
Officers

  1. Election and Term.
  2. a) The officers of the association shall consist of a Chair, one or more Vice Chairs, an Executive Director(s), a Treasurer, a Secretary, and such other officers as the Board of Directors may from time to time elect.
    b) As the last order of business at the fall Board meeting, the Board of Directors shall elect, from among the Directors then in office or already elected but not yet in office, all officers.
    c) The Chair, each Vice Chair, Secretary, and the Treasurer shall each serve a one-year term.
    d) Each term shall begin immediately following the end of the fall Board meeting at which such officer was elected and shall continue through until the end of the fall Board meeting concluding the officer’s term.
    e) In the event that any portion of such term shall exceed the length of term for Elected Directors as set forth in Article IV, such Elected Director’s term shall be extended by the period of time necessary to include the term as officer.
    f) In no event shall any Director serve in one office for more than three (3) consecutive terms; otherwise, there shall be no restrictions on the number of terms of office that each officer can serve.
    g) Any officer may be removed by the Board of Directors, pursuant to Article IV Paragraph 16, with or without cause at any time.
    h) Any officer may resign at any time by giving written notice to the Board of Directors.
    i) Any such resignation shall take effect at the time specified therein, or, if no time is specified, upon delivery.
    j) Upon the resignation or removal of an officer of the Association, the Board of Directors shall elect an interim officer to serve for the remainder of the vacating officer’s term.

  3. Duties
  4. a) Chair.

    i) The Chair shall preside at the meetings of the Board of Directors.
    ii) The Chair shall have such other powers and duties as the Board of Directors shall provide and shall be subject in so acting to the continuing direction and supervision of the Board of Directors.      

    b) Vice Chair.

    i) In the absence of a Chair, the Vice Chair shall preside at the meetings of the Board of Directors.
    ii) In the event of the Chair’s resignation, death, or other absence from office, the Vice Chair shall assume the duties of Chair for the duration of the Chair’s unexpired term or until the Chair is able to resume the duties of office.
    iii) If there is more than one Vice Chair, they shall be designated first Vice Chair, second Vice Chair, and so forth, and shall assume duties in such order.

    c) Executive Director(s) and other appointees.

    i) The Executive Director(s) or other appointee of the Board of Directors shall be the chief executive officer(s) of the Association.
    ii) Under the general supervision of the Board of Directors each appointee shall execute, on behalf of the Association, all decisions or programs adopted by the Board of Directors and shall exercise those powers and undertake those duties assigned to the officer by the Board of Directors.

    (1) Such powers my include but are not limited to:

    (a) Authority to execute contracts or other instruments on behalf of the Association as approved by the Board of Directors;
    (b) Hire (at reasonable compensation) within the parameters of the approved annual budget and discharge employees;
    (c) Such other powers and duties as shall be prescribed from time to time by the Board of Directors.

    (2) No officer shall sign any long-term lease, contract, or other agreement that binds the association without prior Board approval.
    (3) No officer shall sign any long-term lease, contract, or other agreement that is in excess of the Board approved annual budget.
    (4) All new positions, consultants, or other additional spending beyond the annual approved budget must be approved by the Board.

    iii) The Executive Director(s) shall be subject to an annual performance evaluation and to any restrictions or prohibitions that may be imposed by the Board of Directors.

    d) Treasurer.

    i) Unless otherwise directed by the Board that may assign the following duties to AWP staff, the Treasurer shall:

    (1) Take custody of all funds, gifts received, and other assets of the Association;
    (2) Shall place them in accounts in the name of the Association in such banks or other depositories as the Board of Directors may direct;
    (3) Shall disburse such funds or other assets upon direction from the Board of Directors;
    (4) Shall maintain accurate and complete financial records of the assets, receipts, and disbursements of the Association;
    (5) Shall pay routine bills and expenses of the Association without specific resolution of the Board of Directors;
    (6) Shall insure that all federal and state tax reports and returns are timely filed; and
    (7) Shall perform such other duties as the Board of Directors.

    ii) The Treasurer shall be subject to any restrictions or prohibitions that may be imposed by the Board of Directors or the Executive Committee.

    e) Secretary.

    i) The Secretary shall

    (1) Keep the minutes of all meetings of the Board of Directors;
    (2) Keep all documents and records pertaining to the operation and activities of the Association;
    (3) Issue notices of all meetings;
    (4) Transmit a copy of the minutes of each regular, special, or telephone meeting of the Board of Directors to each member of the Board of Directors and each officer of the Association prior to the next meeting of the Board of Directors.

ARTICLE VIII
Indemnification and Insurance

  1. Authorized Indemnification.
  2. a) Unless clearly prohibited by law or these bylaws, the Association shall indemnify any person (“Indemnified Person”) made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the Association, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section,

    i) Is or was a Director or officer of the Association, or
    ii) In addition is serving or served, in any capacity, at the request of the Association, as a Director or officer of any other Association, or any partnership, joint venture, trust, employee benefit plan or other enterprise.

    b) The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Association shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof.

  3. Prohibited Indemnification.
  4. a) The Association shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person (or to the person whose actions are the basis for the action or proceeding) establishes, or the Board of Directors in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

  5. Advancement of Expenses.
  6. a) The Association shall, on request of any Indemnified Person who is or may be entitled to be indemnified by the Association, pay or promptly reimburse the Indemnified Person’s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition.
    b) No such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay the Association, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified.
    c) Unless clearly prohibited by law or these bylaws, the Board of Directors may approve Association indemnification or advancement of expenses to a person (or the testator or intestate of a person) who is or was employed by the Association or who is or was a volunteer for the Association, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the Association in any capacity for any other Association, partnership, joint venture, trust, employee benefit plan or other enterprise.

  7. Cooperation of Indemnified Person.
  8. a) An Indemnified Person shall cooperate in good faith with any request by the Association that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.

  9. Determination of Indemnification.
  10. a) Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been ordered by a court the Board of Directors shall, upon written request by the Indemnified Person, determine whether and to what extent indemnification is permitted pursuant to these Bylaws. No Director with a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of disinterested Directors is not obtainable, the Board of Directors shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these Bylaws.

  11. Binding Effect.
  12. a) Any person entitled to indemnification under these Bylaws has a legally enforceable right to indemnification which cannot be abridged by amendment of these Bylaws with respect to any event, action, or omission occurring prior to the date of such amendment.

  13. Insurance.
  14. a) The Association is required to purchase Directors’ and officers’ liability insurance.
    b) To the extent permitted by law, such insurance may insure the Association for any obligation it incurs as a result of this Article VIII or operation of law and it may insure directly the Directors, officers, employees or volunteers of the Association for liabilities against which they are not entitled to indemnification under this Article VIII as well as for liabilities against which they are entitled or permitted to be indemnified by the Association.

  15. Nonexclusive Rights.
  16. a) The provisions of this Article VIII shall not limit or exclude any other rights to which any person may be entitled under law or contract. The Board of Directors is authorized to enter into agreements on behalf of the Association with any Director, officer, employee or volunteer providing them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in this Article VIII.

ARTICLE IX
Limitations on Activities

  1. The Association shall be operated exclusively for the promotion of literary education and literary audience development, and no part of its net earnings shall inure to the benefit of or be distributable to its Board of Directors, officers or organizations organized and operating for profit, except that the Association shall be authorized and empowered to
  2. a) Pay reasonable compensation for services rendered, and
    b)Make payments and distributions in furtherance of its purposes as set forth in Article II hereof.

  3. The Association shall not participate in, or intervene in (including the publishing and distribution of statements), any political campaign on behalf of a candidate for public office.
  4. No substantial part of the activities of the Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except to the extent permitted by law for nonprofit tax-exempt associations.
  5. Notwithstanding any provision in these bylaws or in the Articles of Incorporation, the Association shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501(a) of the Internal Revenue Code of 1954 as an organization described in section 501(c)(3) of such code (or the corresponding provisions of any future United States internal revenue law).

ARTICLE X
Miscellaneous

  1. Annual Accounting Period.
  2. a) The annual accounting period of the Association shall be a fiscal year ending June 30 of each year.

  3. Inspection of Books and Records.
  4. a) Both the Secretary and the Treasurer shall permit any Director or her or his duly authorized agent or attorney to inspect all books and records of the Association for any proper purpose at any reasonable time.

  5. Conflicts of Interest.
  6. a) A conflict of interest will be deemed to exist whenever an individual is in the position to approve or influence Association policies or actions which involve or could ultimately harm or benefit financially:

    i) The individual;
    ii) Any family member (spouse, domestic partner, grandparents, parents, children, grandchildren, great grandchildren, brothers or sisters (whether whole or half blood), and spouses of these individuals); or
    iii) Any organization in which he or a family member is a director, Director, officer, member, partner or more than 10% of the total (combined) voting power.

    b) Service on the Board of another not-for-profit corporation does not constitute a conflict of interest.
    c) A Director or officer shall disclose a conflict of interest:

    i) Prior to voting on or otherwise discharging his duties with respect to any matter involving the conflict which comes before the Board or any committee;
    ii) Prior to entering into any contract or transaction involving the conflict;
    iii) As soon as possible after the Director or officer learns of the conflict; and
    iv) On the annual conflict of interest disclosure form. 

    d) The Secretary of the Association shall distribute annually to all Directors, officers and key employees (as identified by the Association), a form soliciting the disclosure of all conflicts of interest, including specific information concerning the terms of any contract or transaction with the Association and whether the process for approval set forth in this policy was used.

    i) Such disclosure form may require disclosure of other relationships that may not constitute an actual conflict of interest, but which are required to be disclosed in order for the Association to comply with any reporting requirements.

    e) Approval of Contracts and Transactions Involving Potential Conflicts of Interest.

    i) A Director or officer who has or learns about a potential conflict of interest should disclose promptly to the Secretary of the Association the material facts surrounding any potential conflict of interest, including specific information concerning the terms of any contract or transaction with the Association.
    ii) All effort should be made to disclose any such contract or transaction and have it approved by the Board before the arrangement is entered into.
    iii) Following receipt of information concerning a contract or transaction involving a potential conflict of interest, the Board shall consider the material facts concerning the proposed contract or transaction, including the process by which the decision was made to recommend entering into the arrangement on the terms proposed.
    iv) The Board shall approve only those contracts or transactions in which the terms are fair and reasonable to the Association and the arrangements are consistent with the best interests of the Association.

    (1) Fairness includes, but is not limited to, the concepts that the Association should pay no more than fair market value for any goods or services which the Association receives and that the Association should receive fair market value consideration for any goods or services that it furnishes others.

    v) The Board shall set forth the basis for its decision with respect to approval of contracts or transactions involving conflicts of interest in the minutes of the meeting at which the decision is made, including the basis for determining that the consideration to be paid is fair to the Association.

    f) Validity of Actions.

    i) No contract or other transaction between the Association and one or more of its Directors or officers, or between the Association and any other corporation, firm, association or other entity in which one or more of its Directors or officers are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Director or Directors or officer or officers are present at the meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose, if the material facts as to such Director’s or officer’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the Board or committee, and the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested Director or officers. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee which authorizes such contract or transaction.
    ii) At the time of the discussion and decision concerning the authorization of such contract or transaction, the interested Director or officer should not be present at the meeting.

    g) Employee Conflicts of Interest.

    i) An employee of the Association with a potential conflict of interest in a particular matter shall promptly and fully disclose the potential conflict to his supervisor.
    ii) The employee shall thereafter refrain from participating in deliberations and discussion, as well as any decisions, relating to the matter and follow the direction of the supervisor as to how the Association decisions which are the subject of the conflict will be determined.
    iii) The Executive Director(s) shall be responsible for consulting with the Board in order to determine the proper way to handle Association decisions which involve unresolved employee conflicts of interest.
    iv) In making such determinations, the Executive Director(s) may consult with legal counsel with approval from the Board.

  7. The Executive Director(s) shall report to the Board at least annually concerning employee conflicts of interest which have been disclosed and contracts and transactions involving employee conflicts which the Executive Director(s) has approved.

ARTICLE XI
Construction of Bylaws

  1. In respect to all questions of construction of the Association’s bylaws, the decision of the Board of Directors shall be final and conclusive as long as it is not inconsistent with any applicable statute.

ARTICLE XII
Amendments

  1. The Board of Directors shall have the power to alter, amend, repeal, or add to any of the bylaws of the Association and to adopt new bylaws in the place of any provisions deleted upon approval of two-thirds of the members of the Board of Directors then in office as provided for in Article IV of these bylaws.
  2. The text of any amendments to the Bylaws shall be included in the notice for the meeting at which such amendment is to be acted upon.