Olympia Poetry Network Bylaws
ARTICLE I: NAME
The legal name of this corporation shall be known as the Olympia Poetry Network (OPN).
ARTICLE II: PURPOSE
To sponsor and encourage literary activities in Olympia, Washington and its surrounding metropolitan areas, including Thurston, Mason, Lewis, and Grays Harbor Counties. The OPN may sponsor live, broadcast or cablecast poetry readings; may publish a newsletter; may conduct poetry workshops or conferences; may pursue any other possibilities for promoting poetic and literary activities; and may undertake fundraising activities to finance and accomplish the foregoing pursuits.
ARTICLE III: BOARD OF DIRECTORS
Section 1 – Number
The Board of Directors (Board) shall consist of an active membership of not more than twenty persons.
Section 2 – Qualifications
Board membership in the Olympia Poetry Network is limited to dues-paying members. Current board members shall approve a new member by a simple majority vote. Active members are those who have not missed the last two official meetings of the Board without prior notification to the board either through e-mail or at the previous meeting.
Section 3 – Terms of Office
Board members, once elected, shall remain members as long as they maintain active participation in meetings and remain current with OPN dues.
Section 4 – Resignation
Any Board member may formally resign by providing written or verbal notice of such intention to the Board. E-mail notification is acceptable.
Section 5 – Reclassification and Expulsion
Any Board member who shall fail to meet the membership requirements of these bylaws shall be terminated from the board by majority vote.
The Board, by a two-thirds vote, may expel any member upon evidence of material violation of the Bylaws, public laws, or any regulations or practices of the Board. The member in question shall be entitled to be heard by the Board before such action is taken.
Section 6 – Powers
The Board of Directors shall have all the usual powers of directors of a non-profit corporation and the immediate governance and direction of the affairs of the corporation. They shall make all rules and regulations which they deem necessary or proper for the government of the corporation and for the due and orderly conduct of its affairs and the management of its property not inconsistent with the Articles of Incorporation and Bylaws of the corporation.
Section 7 – Meetings and Voting
Every Board member will have an equal vote. Absent members may assign their vote by written proxy. Normal operating decisions may be decided by a simple majority vote by Board members attending an official monthly meeting (in person or by proxy). Amendment of Bylaws will require an affirmative vote by a two-thirds majority of the active Board members. A 30-day advance notice to amend the bylaws shall be given to all active Board members to assure that all have an opportunity to vote either in person or by proxy at the next official monthly meeting.
Any major decision, i.e., Bylaw amendments, changes of mission, or dissolution of the organization requires a 2/3 vote and a 30-day advance notice that a vote will be taken.
The Board shall meet once each month. The time and place for each meeting shall be decided during the previous month’s meeting. The secretary shall insure that all active Board members have been given at least a week’s (7 days) advance notice of the time and place of the next meeting. Board members unable to attend should notify the Board.
Section 8 – Fundraising
No one, Board member or non-Board member, shall solicit donations or otherwise raise funds, in the name of the Olympia Poetry Network, for any purpose, without the express approval to do so by the Board.
ARTICLE IV: OFFICERS
Section 1 – Number
The officers shall be a Secretary and a Treasurer, elected for a term of one fiscal year. Other officers, elected or appointed as hereafter determined, may include: a Promotion/Publicity Coordinator, a Newsletter Editor, a membership coordinator, a webmaster, and other such lead roles for projects, ongoing or temporary, that the Board may hereafter decide the Network should pursue. Lead roles for OPN projects shall fall to those interested in carrying such project out. Should competition develop for lead role on a project, the post shall be awarded by a simple majority vote of Board members attending that (or the upcoming) official monthly meeting.
Section 2 – Elections
All active Board members shall be provided a ballot bearing the names of all Board members who have indicated to the Secretary that they are interested in running for an elected officer post if there are more than one person interested in holding that position.. A vote will be taken at the June meeting. The Board member receiving a simple majority among the ballots cast shall be elected to the post. Officers leaving or resigning their post prior to the end of a term shall be replaced for the remainder of such term by a simple majority vote or by acclamation, at the next official monthly meeting of the Board.
Section 3 – Duties
The duties of the officers shall be such as usually pertain to their respective offices, or are prescribed and assigned to them respectively by the Board.
Section 4 – Other Officers
The Board shall have the power to appoint such subordinate officers, employees or agents, as may be necessary in their judgment for the conduct of the business of the corporation, and designate their title and compensation, if any. To this end, the Board may engage an administrator who shall formulate and carry out business policies submitted by him/her and approved by the Board and, subject to the Board’s approval, enter into all contracts required for the conduct of the business of the corporation.
Section 5 – Responsibilities
The officers and members of the Board shall use their best efforts to carry out in good faith the purposes and exercise the powers expressed in the Articles of Incorporation and Bylaws in such manner as to further the aims of the art of poetry for the benefit of all citizens in Olympia and its metropolitan areas.
Section 6 – Conflict of Interest
ARTICLE V: REPORTS
Section 1 – Fiscal Year
The fiscal year shall begin on the first of July and end on the thirtieth of June.
Section 2 – Financial Reports
A financial report shall be made to the Board by the Treasurer at least once annually and transmitted by the Secretary to the members of the Board. Additional financial reports shall be made available to the members of the Board in such form and at such times as may be requested.
ARTICLE VI: LIABILITY
Section 1 – Injuries
The OPN is not responsible for any injuries (physical, mental, or emotional) suffered by participants in or attendees at any OPN-sponsored event.
Section 2 – Content
The OPN is not responsible for the content of any literature presented (orally or in print) by participants in any of its events.
ARTICLE VII: AMENDMENT
Section 1 – Procedure
These Bylaws and the Articles of Incorporation may be amended by two-thirds vote at any meeting of the Board, but no amendment shall be in order at any meeting unless not less than thirty days previous notice of the nature of the proposed amendment shall have been given by mail to all active Board members.
ARTICLE VIII: DISSOLUTION OF THE ORGANIZATION
Section 1 – Procedure
Notice to dissolve must be provided to board members 30 days in advance prior to taking a vote. The Olympia Poetry Network will be dissolved by a two-thirds vote of all Board members.
Section 2 – Disbursal of Funds
ARTICLE I: NAME
The legal name of this corporation shall be known as the Olympia Poetry Network (OPN).
ARTICLE II: PURPOSE
To sponsor and encourage literary activities in Olympia, Washington and its surrounding metropolitan areas, including Thurston, Mason, Lewis, and Grays Harbor Counties. The OPN may sponsor live, broadcast or cablecast poetry readings; may publish a newsletter; may conduct poetry workshops or conferences; may pursue any other possibilities for promoting poetic and literary activities; and may undertake fundraising activities to finance and accomplish the foregoing pursuits.
ARTICLE III: BOARD OF DIRECTORS
Section 1 – Number
The Board of Directors (Board) shall consist of an active membership of not more than twenty persons.
Section 2 – Qualifications
Board membership in the Olympia Poetry Network is limited to dues-paying members. Current board members shall approve a new member by a simple majority vote. Active members are those who have not missed the last two official meetings of the Board without prior notification to the board either through e-mail or at the previous meeting.
Section 3 – Terms of Office
Board members, once elected, shall remain members as long as they maintain active participation in meetings and remain current with OPN dues.
Section 4 – Resignation
Any Board member may formally resign by providing written or verbal notice of such intention to the Board. E-mail notification is acceptable.
Section 5 – Reclassification and Expulsion
Any Board member who shall fail to meet the membership requirements of these bylaws shall be terminated from the board by majority vote.
The Board, by a two-thirds vote, may expel any member upon evidence of material violation of the Bylaws, public laws, or any regulations or practices of the Board. The member in question shall be entitled to be heard by the Board before such action is taken.
Section 6 – Powers
The Board of Directors shall have all the usual powers of directors of a non-profit corporation and the immediate governance and direction of the affairs of the corporation. They shall make all rules and regulations which they deem necessary or proper for the government of the corporation and for the due and orderly conduct of its affairs and the management of its property not inconsistent with the Articles of Incorporation and Bylaws of the corporation.
Section 7 – Meetings and Voting
Every Board member will have an equal vote. Absent members may assign their vote by written proxy. Normal operating decisions may be decided by a simple majority vote by Board members attending an official monthly meeting (in person or by proxy). Amendment of Bylaws will require an affirmative vote by a two-thirds majority of the active Board members. A 30-day advance notice to amend the bylaws shall be given to all active Board members to assure that all have an opportunity to vote either in person or by proxy at the next official monthly meeting.
Any major decision, i.e., Bylaw amendments, changes of mission, or dissolution of the organization requires a 2/3 vote and a 30-day advance notice that a vote will be taken.
The Board shall meet once each month. The time and place for each meeting shall be decided during the previous month’s meeting. The secretary shall insure that all active Board members have been given at least a week’s (7 days) advance notice of the time and place of the next meeting. Board members unable to attend should notify the Board.
Section 8 – Fundraising
No one, Board member or non-Board member, shall solicit donations or otherwise raise funds, in the name of the Olympia Poetry Network, for any purpose, without the express approval to do so by the Board.
ARTICLE IV: OFFICERS
Section 1 – Number
The officers shall be a Secretary and a Treasurer, elected for a term of one fiscal year. Other officers, elected or appointed as hereafter determined, may include: a Promotion/Publicity Coordinator, a Newsletter Editor, a membership coordinator, a webmaster, and other such lead roles for projects, ongoing or temporary, that the Board may hereafter decide the Network should pursue. Lead roles for OPN projects shall fall to those interested in carrying such project out. Should competition develop for lead role on a project, the post shall be awarded by a simple majority vote of Board members attending that (or the upcoming) official monthly meeting.
Section 2 – Elections
All active Board members shall be provided a ballot bearing the names of all Board members who have indicated to the Secretary that they are interested in running for an elected officer post if there are more than one person interested in holding that position.. A vote will be taken at the June meeting. The Board member receiving a simple majority among the ballots cast shall be elected to the post. Officers leaving or resigning their post prior to the end of a term shall be replaced for the remainder of such term by a simple majority vote or by acclamation, at the next official monthly meeting of the Board.
Section 3 – Duties
The duties of the officers shall be such as usually pertain to their respective offices, or are prescribed and assigned to them respectively by the Board.
Section 4 – Other Officers
The Board shall have the power to appoint such subordinate officers, employees or agents, as may be necessary in their judgment for the conduct of the business of the corporation, and designate their title and compensation, if any. To this end, the Board may engage an administrator who shall formulate and carry out business policies submitted by him/her and approved by the Board and, subject to the Board’s approval, enter into all contracts required for the conduct of the business of the corporation.
Section 5 – Responsibilities
The officers and members of the Board shall use their best efforts to carry out in good faith the purposes and exercise the powers expressed in the Articles of Incorporation and Bylaws in such manner as to further the aims of the art of poetry for the benefit of all citizens in Olympia and its metropolitan areas.
Section 6 – Conflict of Interest
- A Board member must disclose any actual or possible conflict of interest if he/she may benefit financially from a decision the Board makes.
- A Board member must recuse himself/herself from a vote if there is a conflict of interest.
- If there is a possible conflict of interest, the Board member may make a presentation to the Board as to why he/she should be given consideration, but must leave the room during the discussion of the vote, and during the vote.
- If the Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- If after hearing the Board member’s explanation, the Board still believes that the conflict of interest exists, it will require the Board member to recuse himself/herself and leave the room while the vote is taken and the remaining Board members will discuss disciplinary action, including removal from the Board.
ARTICLE V: REPORTS
Section 1 – Fiscal Year
The fiscal year shall begin on the first of July and end on the thirtieth of June.
Section 2 – Financial Reports
A financial report shall be made to the Board by the Treasurer at least once annually and transmitted by the Secretary to the members of the Board. Additional financial reports shall be made available to the members of the Board in such form and at such times as may be requested.
ARTICLE VI: LIABILITY
Section 1 – Injuries
The OPN is not responsible for any injuries (physical, mental, or emotional) suffered by participants in or attendees at any OPN-sponsored event.
Section 2 – Content
The OPN is not responsible for the content of any literature presented (orally or in print) by participants in any of its events.
ARTICLE VII: AMENDMENT
Section 1 – Procedure
These Bylaws and the Articles of Incorporation may be amended by two-thirds vote at any meeting of the Board, but no amendment shall be in order at any meeting unless not less than thirty days previous notice of the nature of the proposed amendment shall have been given by mail to all active Board members.
ARTICLE VIII: DISSOLUTION OF THE ORGANIZATION
Section 1 – Procedure
Notice to dissolve must be provided to board members 30 days in advance prior to taking a vote. The Olympia Poetry Network will be dissolved by a two-thirds vote of all Board members.
Section 2 – Disbursal of Funds
- Any cash, or other funds, may be distributed in the following manner by the choice of two-thirds of the Board: Refund to newsletter subscribers for that portion of their subscriptions duration that will not be forthcoming as a result of dissolution;
- Resolution of any outstanding debts owed by the corporation;
- Any remainder of funds after implementation of sub-sections a and b shall be donated to the Olympia Art Commission.