Hi ladies, as each person completes their sections, send them to me and I will post them here and if you have anything to add, change, delete, etc. Copy the text into an email message and send it to the person posting the section for them to update or discuss. Email me drafts as we go and I will update them every other day or so. Anything with a red border has not been completed, anything in blue is considered done by the person doing it so if you have something to add the sooner you get with folks the better. I have a timer running for the next meeting. Let’s try to get all the INITIAL draft changes in place by then. I will add contact info for each section as it we move along. Once everything is complete, I will remove all the edit formatting, contact info, etc., make it pretty and we can make the page viewable for the chapter to review the PP&M and bylaws prior to the fall elections.
Next Board Meeting - Initial Draft Changes Due As Able
Currently the table of contents contains live links to skip to the various sections. In rewriting this is not necessary. Hence below should be looked at as section titles only and we can adjust page numbers at the end.
Table of Contents
Critique Committee Chairperson…..……………………………………………………………………9
Member Recognition Chairperson………………………………………………………………………..……………9
CODE OF CONDUCT……………………………………………………………………………………………20
Conduct at Chapter Functions……………………………………………………………………..21
The intent of these Policies and Procedures is to expand the charter of the Chapter beyond the detail expressed in the Bylaws. A copy of the current Policies and Procedures, also known as P&PM, shall be given to each Board member as elected or appointed to the Board, and to each member in good standing who requests a copy. Members of the Chapter shall be advised when the Board of Directors (BOD) has revised a policy or a procedure, and the effect of such a change. At such time, members in good standing may request a copy.
This Chapter of Romance Writers of America has selected the name FROM THE HEART ROMANCE WRITERS and will conduct business on the world wide web. FROM THE HEART ROMANCE WRITERS is also referred to as FTHRW, FTH, or as ‘the Chapter’.
The Chapter name cannot be used in any correspondence, newsletter, e‑mail, spoken promise or any other manner without the permission of the President or the BOD. Said use will not be recognized as “official” correspondence, nor will FTHRW take any responsibility for that use.
The day-to-day address of the Chapter shall be on the Members Only pages provided on the FROM THE HEART ROMANCE WRITERS webpage, www.FTHRW.com, as well as all Board members’ official e‑mail addresses.
The physical address for the chapter is RWA headquarters 14615 Benfer Road, Houston, Texas. Official correspondence should be directed to the FTH Board of Directors whose email addresses are on the chapter’s website, FTHRW.com
Membership Applications are processed through FTHRW.com. Membership dues are processed through RWA.org for current members and new members.
Membership in the National organization of Romance Writers of America, also referred to as RWA, is a prerequisite for membership in FTHRW. Annual dues for RWA membership are paid directly to National RWA.
Annual dues for FTHRW membership are paid through RWA via Paypal.
A member in good standing is defined as one who holds current membership in both National RWA and FTHRW. A member must join National RWA prior to joining FTHRW and present her/his RWA National membership number to FTHRW.
As described in the Bylaws, FTHRW has four classes of membership: General, Charter, Associate, and Affiliate,
Shall be defined as General Members in good standing of National RWA, who are seriously pursuing a writing career in romantic fiction. These members shall have full voting rights and shall enjoy all benefits of membership.
Shall be defined as members in good standing of National RWA who became members of From the Heart Romance Writers Chapter between September 1997 and December 1997 and who formed the core committee. These members shall enjoy all benefits of membership. Should charter members allow their membership in From the Heart Romance Writers Chapter to lapse and thereafter rejoin the Chapter, they shall be considered new members.
Shall be open to all other individuals who support the organization and its purposes but who do not meet the requirements for General membership or who are employees of RWA or publishers, acquiring editors, or agents who actively acquire romance fiction or actively offer representation to writers of romance fiction, as further described in RWA policy. Associate members shall not have any voting rights or the right to hold office in the chapter.
Shall be open only to booksellers and librarians.
Affiliate members shall not have any voting rights or the right to hold office in the chapter.
Applications for new members can be obtained and filled out online at https://fthrw.com/new-member-application-form the National RWA chapter where payment is confirmed and then forwarded to the Membership Chair, who will contact the new member upon confirmation that dues have been received.
The membership roster shall be maintained at my RWA.
The use of the membership roster is restricted to the BOD and committee chairs.
The sale of the membership roster is expressly forbidden. The membership roster is to be used for chapter business only, keeping the personal information of individual members private.
Members of the Chapter shall renew their membership in a timely manner. If a member has not renewed his/her membership within thirty (30) days of the due date, they will be removed from the chapter.
Refusal to pay dues when requested may be grounds for expulsion according to Bylaws Article 4 Sec.5. The Chapter reserves the right to refuse renewal of membership. Such refusal shall be only for cause as determined by the Board of Directors.
The President shall be a General Member in good standing of the Chapter and of National RWA, and shall serve as spokesperson for the FTHRW Chapter.
The President shall call, set the agenda for, and preside over meetings of the BOD and the members; appoint, with Board approval, such committee chairs as may, from time to time be necessary; serve as ex‑officio member of all committees except the Nominating Committee.
The President shall execute Chapter business, as specified by the Board and established policy of National RWA; appoint, with Board approval, qualified members to fill any Board vacancies; coordinate all activities and fulfill any other obligations designated by the Board; and encourage Chapter Members to support and participate in National RWA elections and activities.
The President shall approve the appointments of all members asked to serve on committees. The President shall ensure that all members observe the courtesies and have a chance to speak during discussion. The President shall encourage discussion on an issue until such a time as (a) the membership appears to be in agreement or (b) members are reiterating the same points. At that point, the President shall declare an issue ended and request a call for a vote if necessary.
The Vice President –Programs shall be a General Member in good standing of the Chapter and of National RWA and shall assume the duties of the President, reside over all meetings of the Board and members in the absence of the President; be responsible for planning and overseeing all program-related activities undertaken by the chapter, including those at regular meetings, workshops, and conferences; and fulfill any other obligations designated by the Board.
The Vice President-Communications shall be a General Member in good standing of the Chapter and of National RWA, and shall be responsible for planning and overseeing all official chapter communications tools, including the Good News Friday, and fulfill any other obligations designated by the Board to include, but not limited to the following:. FTHRW Chapter website (with the assistance of a web administrator as able and when appropriate per board agreement), FTHRW Chapter Yahoo Loop (specifically messages to the membership on behalf of the board, administration will be conducted by the membership chair unless specified otherwise or if there is no membership chair), All FTHRW social media feeds, Public relations, this also included specifically l. Add/delete new members to the website and member roster. 2. Add/update new member information to the website. 3.Be added to and monitor RWA chapter leadership and chapter events loops. 4.Monitor RWA leadership feeds and pass information along to members via loops when appropriate. 5.Post chapter events as needed to RWA leadership loops. 6.Forward national and chapter news to FTH members when appropriate. 7. Submit our online classes to the RWA. 8. Add member accomplishments information to the website as needed through the Good News Notifications; and fulfill any other obligations designated Unless otherwise stated, Vice President-Communications shall be Listserv Chair and serve to monitor the main FTHRW Chapter listserv.
The Secretary shall be a General Member in good standing of the Chapter and of National RWA, and shall be responsible for recording and preserving minutes of the meetings and keeping FTHRW records up to date. Minutes shall include, at a minimum, motions made, seconds, votes taken, a brief summary of pro and con arguments. Minutes shall be distributed to Board members for approval. If an error is found, the Board will open it up for discussion. If an agreement cannot be reached by the BOD, the President shall have final say as to whether or not the minute’s stand.
The Secretary is responsible for handling any correspondence as deemed by the Board. All correspondence will be approved by the President and a copy forwarded to the President.
The Secretary shall maintain the PPMs, making sure that all changes are in accordance with the Bylaws in effect at the time. The Secretary shall also revise the PPMs as appropriate and distribute copies to members in good standing who request a copy.
The Secretary shall maintain and sustain the legal correspondence with National RWA and the State of Incorporation to ensure that FTHRW operates in a legal and appropriate manner. The Secretary shall also be responsible for overseeing officer job descriptions which shall be maintained together with the Chapter Policies and Procedures. The Secretary shall keep a copy of all approved committee work plans and make these available for review by successive committee Chairpersons.
The Secretary shall perform the duties of the Vice President-Programs in the event the Vice President-Programs is absent.
The Treasurer shall be a General Member in good standing of the Chapter and of National RWA and shall be responsible for keeping the financial records of the Chapter in good order and providing an accurate and up‑to‑date financial report every month for the Chapter Board, and the general membership. In addition, the Treasurer shall present the annual report to the General Members and to National RWA.
The Treasurer shall prepare the annual budget for review and approval by the BOD. As directed, the Treasurer will provide budget preparation assistance to committees .
The Treasurer shall oversee and facilitate the transfer of signing authorities on all chapter banking accounts. The Treasurer shall complete the annual exempt filing form (990N) with the IRS and submit documentation to RWA. The treasurer may, at the direction of the BOD, prepare and submit chapter affiliation documentation.
The President may appoint, with BOD approval, four (4) members in good standing of FTHRW to act as Advisory members of the BOD. These positions are as follows:
The Past President or other General Member asked to hold this advisory position shall be a member in good standing of the Chapter and of National RWA. As a general rule, past presidents serve in an advisory role when a new president takes over. However, in the event there is no one left to fill that slot, the president must seek advice from RWA – typically RWAs Chapter Liaison. In this situation, because a ninth BOD member is required for the voting a Member At Large is required.
Member-at-Large shall be a General Member in good standing of the Chapter and of National RWA, appointed by the President or elected through the annual voting process. The role of the Member-at-Large is to guide activities and committees, ad Hoc or otherwise, and to work in some appointed capacity with the Board of Directors as requested. The Member-at-Large is expected to participate in all Board meetings, offer opinions, and to vote in each poll presented. The term of a Member-a-Large is a one-year service commitment on the Board and is eligible to run for any office at the next annual election of officers.
Contest Committee Chairperson shall be a General Member in good standing of the Chapter and of National RWA, and shall be responsible for (with the aid of their committees) organizing, announcing, judging and conducting all aspects of FTHRW Annual Contests.
The Membership Committee Chairperson shall be a General Member in good standing of the Chapter and of National RWA and will process new member applications, ensure potential new members provide their RWA number, confirm that payment has been received, send a welcome letter to new member with an attachment for the FTHRW P&PM, and the FTHRW Bylaws, forward application to the Website Chairperson, forward the member’s personal information to the Secretary, Critique Committee Chair, President, VP-Communications, and VP-Programs, welcome the new member to the general FTHRW loop, and send them a FTH membership pin.
PAN and PRO Liasons – We have not used these positions or designations for some time now. So the discussion here may whether or not to remove the section entirely.
The President may appoint, with BOD approval, two (2) members in good standing to serve as PAN and PRO Liaisons. A description of these positions are as follows:
The PAN Liaison will help provide a forum for published and PAN members within FTHRW to network. The Liaison will solicit opinions and feedback from the published and PAN members within FTHRW to determine ways FTHRW may best utilize and support published members. Any promotional activities sponsored by the FTHRW PAN group will include all published FTHRW authors, regardless of RWA PAN status.
The PAN Liaison will help non-PAN members with their applications or questions regarding PAN status within RWA.
The PRO Liaison will help provide a forum for PRO members within FTHRW to network. The Liaison will solicit opinions and feedback from the PRO members within FTHRW to help determine ways FTHRW may best utilize and support PRO members.
The Liaison will also help non-PRO members with their PRO applications or questions regarding PRO status within RWA.
Most of these need revision and some need deletion. We have not done a newsletter in years.
The President shall appoint, when deemed necessary and with BOD approval, the following committee chairpersons, all General Members in good standing of FTHRW and National RWA, as non-voting members of the BOD.
The Critique Committee Chairperson shall: verify and approve or disapprove new member requests to join the critique loop, perform routine maintenance on the loop, maintain critique guidelines in a file on the loop and post these on the loop on the first of the month, provide general report of activity to the board each month, remove expired members from the loop, and regularly encourage all FTHRW members to join the critique loop.
Unless otherwise decided by the BOD, the Vice President-Communications shall serve as Listserv Chair for From the Heart Romance Writers. The Listserv chair shall monitor the main FTHRW listserv and the FTHRW Announce listserv to make sure the content remains professional and doesn’t violate another member’s privacy or the Bylaws of this Chapter or National RWA.
In addition to the FTHRW and FTHRW_Announce listservs, the Listserv Chair will be owner of all additional listservs associated with FTHRW. Although not responsible for the day-to-day moderation of these listservs, the Listserv chair may step in if disputes or problems arise.
All posts can be writing related, questions posted and lively topics discussed. It must, however, remain strictly between RWA members and From the Heart Romance Writers local. Each member of From the Heart Romance Writers is required to respect each other in such a manner that their posts do not violate trust or become hurtful toward other members of the Chapter.
The Listserv Chair and other appointed moderators shall remind members that FTHRW is an RWA Chapter and therefore shall not be used for purely promotional purposes. A member must be an active participant, not using the FTHRW postings purely for their own gain. Repeat violations of posting purely promotional purposes shall be reported to the BOD, who shall work with the Listserv Chair to determine an appropriate action.
Mentorship Committee Chairperson (This has gone away but could easily be replaced with Stormplotters and Productivity Forum Coordinators)
The Mentorship Committee Chairperson will match unpublished and un-contracted members with published or more experienced writers for guidance. The Chairperson will monitor matches and make certain members are in compliance with program rules and provide assistance to matched members when needed.
The Publicity Committee is a standing committee charged with the promotion of FTHRW and its members. The Committee Chair will work with all officers and committee chairs as necessity dictates. Specifically, the Chair will work with: (1) the Workshop Committee Co-Chairs to promote FTHRW-sponsored workshops; (2) the PAN Liaison to facilitate author promotion; (3) the Newsletter Editor to promote chapter events and benefits within the general membership; and (4) the Contest Committee Chair to promote upcoming contests and announce final results.
The Committee Chair, with the approval of the chapter Board of Directors, will submit advertising to various sources, including the RWA magazine, ROMANCE WRITERS REPORT.
The Committee Chair may appoint, in consultation with the President, members of the general membership to assist in the duties of this committee.
The member recognition chair is responsible for recognizing members who submit achievements through the FTH website, reach longevity milestones, or give chapter service. Recognition means sending a congratulatory email with an electronic medallion (round [without background] and square [with white background]), longevity banner, or service square.
The achievements we recognize are: First Sale, First Release, PAN and PRO Achievement, Getting an Agent, Launching a Website, RWA Contest Win or Final. The members we recognize for these e-medallions are the ones that submit for recognition through the chapter website.
The beginning of March of each year the member recognition chair will email the FTH secretary for a full list of board members and committee chairs (or check the website for them). Those members will be sent the appropriate service square.
The beginning of April of each year the member recognition chair will email the FTH secretary and ask for a review of that year’s longevity milestones. We send a longevity banner to members for one year, five year, ten year, fifteen year, twenty year and twenty-five year milestones. Members who meet these milestones will be sent the appropriate longevity banner.
All e-medallions, longevity banners, and service squares are stored in the files section, in the member recognition items file in the FTH Board Loop files section. E-medallions should be sent weekly, if possible.
The member recognition chair will maintain a basic Excel spreadsheet showing which items have been sent out to who (built and in the files section on the board loop). This spreadsheet will be updated in the FTH Board Loop files section prior to each monthly board meeting. Sample text for each message is included on the spreadsheet but is not mandatory to use.
Upon volunteering, the new member recognition chair will submit a working email to one of the FTH webmasters so they can be added to the Submit Your News form. This form is where members submit for recognition e-medallions.
The Website Chairperson shall: keep the FTHRW.COM website up to date, including features, news, workshops, submission forms and other pages that contain chapter information, on an “as needed” basis and follow the guidelines from RWA national office, create, distribute, and maintain the Members Only login accounts to FTHRW.COM, create and maintain the @fthrw.com forwarded addresses for FTHRW officers, chairpersons, committees and specified projects, monitor the FTHRW.COM website’s backend system via the web host’s control panel for things like bandwidth usage, disk space used, system status, performance, etc, maintain contact with the web host (LunarPages) and the domain name registrar (Network Solutions) and ensure that contracts are renewed.
The Workshops Committee Chairperson is responsible for arranging 12 workshops each year (one per month) on varied subjects related to writing.
The Workshop Chairperson shall:
Advertise these workshops to the membership and outside the chapter on a regular basis.
Provide the V.P. Communications and FTHRW Webmaster with the workshop names, dates, fees, registration restrictions (e.g. members only, limited class size), course descriptions and presenter bios for posting on the website: https://fthrw.com/online-workshops
Provide the Webmaster with a copy of the workshop notes and any related Q&As for each class for posting on the web in the Member’s Only workshop archives section after the class ends: https://www.fthrw.com/membersonly/workshoparchives/index.php
Recruit volunteers to act as list moderators during the workshop, to welcome the presenter and make sure all participant posts remain on the topic being presented.
Maintain an Excel spreadsheet of workshop registrations including presenter info, fees to be paid to the presenter, contact information for the presenter, moderator name and contact info, registrants’ names and email addresses, money paid by non-FTHRW members who sign up.
Maintain the FTHRW Yahoo Groups Registration Database.
Manage the FTHRW_Workshops YahooGroups listserv where the workshops are conducted, including clearing the workshop posts and members after each class and inviting presenters, moderators, and registrants at the start of a new class. Also, checking that everyone responds to the invitation so that people who signed up (especially paying non-members) don’t miss out.
Communicate with the FTHRW Membership about workshop schedules, registration information, invitation to group status, etc. Communicate with presenters, moderators and workshop participants on a regular basis over the course of the year. Communicate with the FTHRW BOD regarding payment info for non-FTHRW presenters and providing the FTHRW Treasurer with an accounting of all non-member registrations each month to verify funds were received.
At the beginning of the year, the workshop chair shall provide the BOD with a list of workshops, including dates and stipend offered, the names of presenters and their addresses and phone numbers, for the purposes of payment.
Recommend to the next year’s Board of Directors a successor for the chairperson position if not remaining in the role for another year.
Pass on to the next chairperson(s) the Workshops Procedures Guide (which explains the above duties in more detail), the excel spreadsheet and any other necessary documentation, and notify the FTHRW Webmaster when the forwarding addresses https://fthrw.com/online-workshops and firstname.lastname@example.org need to be updated to forward mail to a new person.
Social Media Chairperson is charged with helping to maintain FTHRW various social media outlets, including the chapters Facebook page and Twitter account. Specifically, with regard to Facebook, the chairperson will approve members who wish to join the chapter’s private Facebook group, insuring that those that join are current members. They will also remove FTH Facebook group members who do not renew their FTH chapter membership. Also, the chairperson will help promote the chapter on Facebook and Twitter by announcing the chapter’s various programs, such as our contest news, workshops, and other announcements. The chairperson, with the approval of the FTH BOD, may seek out other social media venues such as Pinterest. The Social Media Team will work with all officers and committee chairs as necessity dictates.
The Beta Reading Chairperson shall: verify and approve or disapprove new member requests to join the beta reading loop, perform routine maintenance on the loop, maintain beta reading guidelines in a files section of the loop, provide general report of activity to the board each month, remove expired members from the loop, and regularly encourage all FTHRW members to join the beta reading loop.
The Editor is responsible for content and format of the newsletter, but shall be guided by the wishes of the BOD. If the Board cannot agree by a majority vote, the President shall have final decision. The Editor may solicit or accept material for WORDS FROM THE HEART as she sees fit. The Editor may appoint, with BOD approval, other members of the general membership to assist in the duties of this committee.
The Editor shall present the Chapter newsletter in the most professional manner possible. The Editor shall ensure that the newsletter is printed and distributed at least one week prior to the regularly scheduled Chapter meeting, with the exception of the October newsletter. This newsletter shall contain the slate of candidates for election.
The Editor may enter the newsletter in the annual RWA Newsletter Competition, as s/he so chooses.
There are additional ad hoc committees whose Chairpersons are appointed by the President and confirmed by the BOD. The Chairpersons of these committees are not members of the BOD, voting or otherwise, but shall be invited to present reports of their activities to the BOD and the general membership as appropriate.
The Appeals Committee is a standing committee which remains inactive until it is required to solve a dispute. The intent of an Appeals Committee is to have a vehicle in place ahead of time to resolve any serious disputes, should any arise during the fiscal year.
If an appeal is lodged by a member, the Committee shall then be activated according to the procedure set out in the Bylaws. The Appeals Committee Chairperson shall be the Vice President-Communications. There should be two (2) Board members to assist her/him, and four (4) members of the general membership, chosen by drawing.
The drawing shall be held at the first meeting of the fiscal year. Should a Member be unable to serve, another drawing shall be held to replace her/him immediately.
Should a member be expelled from the Chapter, she may within a year of expulsion make good on any monies owed FTHRW and submit an appeal in writing (by snail or e‑mail) to this Committee. If the Appeals Committee finds in favor, they may recommend, in writing, that the member be reinstated. The BOD shall then hear the recommendation and vote. A two‑thirds (2/3) vote is required to reinstate an expelled member. None of the benefits of membership lost during expulsion shall be given retroactively to the member.
The FTHRW Bylaws Committee is formed whenever it is deemed necessary to amend the existing Bylaws. The Bylaws Chairperson may appoint, with approval of the President, additional members in good standing from the general membership to assist in the duties of this committee.
The Nominating Committee is formed annually as defined in Article 7 of the Chapter Bylaws. At the August meeting of the Board of Directors, the President shall appoint a Nominating Committee Chairperson, with board approval according to the Bylaws Article 7.The Chairperson may appoint, with approval of the President, additional members in good standing from the general membership to assist in the duties of this committee.
The Nominating Committee shall review the job descriptions of the five (5) elected executive officers.
The Nominating Committee shall endeavor to solicit multiple candidates for election from among qualified members in good standing. Should a member of the Committee run for office, s/he shall resign her/his position and another member be appointed in her/his stead. The Nominating Committee shall present a slate of candidates for election at the October meeting, in the chapter newsletter, and on the chapter website. The Committee shall oversee the voting procedure by conducting an online Poll. Should there be a contested election, the Nominating Committee shall forward the dispute to the Appeals Committee for resolution.
The Fundraising Committee may be formed to solicit funds for a special event. In consultation with the President, members of the general membership may assist in the duties of this committee.
The Fundraising Committee Chairperson shall consult with the Treasurer and the Board of Directors before soliciting any external source of funds.
All Committee Chairpersons shall work from an approved work plan and shall provide the Board with an estimated cost of expenses for approval by the Board. Incoming Chairpersons shall prepare their work plans and estimates of expenses on an as-needed basis. Thereafter, newly appointed Chairpersons shall present their work plan and estimate at the meeting following their appointment.
The work plans shall specify the means by which the Committee work, in detail, shall be accomplished during the fiscal year and the funds necessary to accomplish that work. The work plans ensure that the Chairperson is fully cognizant of the responsibility of his or her/his office, and the procedures on hand to carry out those duties. Chairpersons may refer to the work plans on file with the Secretary, and with the Treasurer, prior to preparing their own.
Any excess over thirty dollars ($30.00) in the Board approved budget must be approved by the BOD.
Work plans and budgets may be amended as necessary. Approval of the BOD is required for these amendments.
Prior to the end of the fiscal year, the outgoing President shall convene a meeting, which may be a BOD meeting, in which both outgoing and incoming Executive Committee Members, Appointed Board Members and Appointed Committee Chairpersons are invited.
At this time, the outgoing official, with the exception of the Treasurer, shall turn over all material and documentation pertaining to their official duties to their successors. They shall provide assistance as required to ensure a smooth transition.
The outgoing Treasurer shall retain all annual records to complete the annual reports, close out the books of account, and prepare the required financial statement for National RWA. The outgoing Treasurer shall work together with the incoming Treasurer to ensure a smooth transition.
Updated job descriptions shall be turned over to the Secretary and the incoming Officer or Committee Chairperson.
The slate of candidates shall be announced at the November meeting and in the next issue of the newsletter. If there is only one candidate per office and no nominations are made from the floor, the single candidate for each office shall be declared the new officer by acclamation with no voting necessary. If more than one candidate seeks an office or there is a nomination from the floor, that office shall be voted on in the Polls feature.
Each Poll shall be opened for seven (7) full days. The Poll shall be closed a week after it was opened.
A Quorum shall be declared as the total number of votes cast during this time period. Election of Officers shall be by 2/3 (two-thirds) of the majority of the votes cast. Proxy voting is strictly prohibited.
Chapter meetings shall be held during the following months: February, April, June, August, October, and December on the Thursday following the Board of Director’s meeting with closure whenever all business has been concluded. Meeting Notice shall be sent via the Special Announcement feature of the Listserv.
Due to the nature of an Online Chapter, a member can elect to select ‘Special Announcements,’ but at no time can select ‘No Mail’ as an option. Any member selecting ‘No Mail’ shall have that option changed by one of the Moderators to ‘Special Announcements.” ‘Special Announcements’ are used only by the four elected officers and will be used only when the Board deems necessary.
The format of the meeting shall be set by the Program Chairperson in consultation with the President and approved by the Board of Directors. The agenda of the meeting is set by the President.
Board Meetings shall be held second Tuesday of every month using GoToMeeting or another audio conferencing site or on a separate Listserv. Results of the board meeting shall be presented to the Membership at the next Chapter meeting. If necessary, a Polls vote may be taken, a majority vote will carry the decision.
Executive Session is a procedure defined in Robert’s Rules of Order Newly Revised, where by the President may call a special meeting or set aside a portion of a meeting, either a BOD meeting, or a regularly scheduled meeting, to discuss and decide on a sensitive matter.
A member of the BOD may also call for an Executive Session, with two‑thirds (2/3) concurrence of the BOD.
Only voting members of the BOD may attend an Executive Session.
The President may attend the National Leadership meeting, at FTHRW expense, providing the BOD and the General Membership consents to the expenditure in the annual budget.
One additional Executive Committee Member may attend the National Leadership meeting, with certain expenses reimbursed, providing the BOD and the General Membership consents to the expenditure in the annual budget.
The Board shall assist FTHRW members who are attending the National RWA Conference to meet during the time of the National RWA Conference. A Face-to-Face Function will vary according to the wishes of the current Board and may include the cost of refreshments and/or speaker, should the Board so authorize such expenditure in the annual budget.
All meetings will be in protocol to allow for fairness to all members by keeping an orderly meeting in which issues on the agenda can be addressed.
The meeting agenda will follow this format:
- CALL TO ORDER (President for Board meetings. Vice President-Programs for General meetings)
- GREETING (President)
- WELCOME TO NEW MEMBERS (President)
- SECRETARY’S MINUTES (Secretary)
- TREASURER’S MINUTES (Treasurer)
- OLD BUSINESS (President and any related Chairs)
- NEW BUSINESS (President and any related Chairs or General Members)
- ANNOUNCEMENTS: Might include Chapter news such as first sales, awards, contests, fund‑raisers. (President and other Chairs)
- NEXT MEETING: Where, when, issues we might discuss or any special events or speakers. (President)
- OFFICIAL CLOSE OF MEETING (President/Vice President-Programs)
The Recognition Committee shall be responsible for appropriate recognition of Chapter members’ achievements, including but not limited to: RWA PRO status recognition, First Sale, and Subsequent Sales.
Due to the nature of an online Chapter, all Board Members will receive either ‘Individual’ or ‘Digest’ forms of the Board Listserv email, thus assuring that each Board Member has received any information under discussion. With (five (5) executive officers, a quorum is four (4) Board members. Tie votes are decided by vote of the President
Voting shall be done on the ‘Polls’ Feature of the FTHRW Board meeting Public yahoo site. Voting on issues is decided by a simple majority, unless otherwise specified in the Bylaws or these policies and procedures. The President votes only to break a tie.
Once a matter is decided by the BOD, all members of the Board of Directors shall support the decision and assist in the implementation.
A member of the Board of Directors is expected to attend all Board meetings. If she cannot attend, advance notice must be given to the President and the Secretary.
There shall be no proxy voting on BOD matters.
The President may appoint a Chapter Parliamentarian from among one of the members, or hire an outside professional at Chapter expense. The Parliamentarian shall be adept at Robert’s Rules of Order Newly Revised and shall ensure adherence to said Robert’s Rules of Orders Newly Revised.
The Parliamentarian is not a voting member of the BOD and shall not offer comment on any issue under discussion, unless specifically asked to do so.
Chapter dues are set by the FTHRW Board of Directors. To this date, they are twenty-five dollars ($25.00) annually. Ten dollars ($10.00) for charter members. Members who do not fulfill their dues obligation, either to National RWA or to FTHRW are subject to expulsion from the Chapter.
The Treasurer, or her/his delegate, may conduct a raffle at any Chapter meeting. Items to be raffled may be donated by Chapter members, outside ventures, or purchased with Chapter funds.
Merchandise to be offered for sale through the Chapter may be purchased upon recommendation of the FTHRW Board of Directors. Such merchandise shall be priced in consultation with the Treasurer and offered for sale in the Chapter newsletter and through Chapter functions.
All income, from any source, is added to the Chapter’s general funds. FTHRW funds may not be used for any individual member’s personal benefit, including the insertion of personal mail or flyers in official publications paid for with FTHRW funds.
Funds spent by members in good standing for Chapter business shall be reimbursed. All expenses must be receipted. Members of the Board of Directors shall adhere to the annual budget set aside for their office and or responsibilities. Reimbursements will only be paid for expenses pre‑approved by the BOD.
The Books of Account consist of the Chapter banking and Paypal accounts (checkbooks and statements), the monthly ledger containing details of money received and spent, including receipts) and the electronic accounting software, database and records used to provide monthly statements, reports, charts, etc. These shall be open for inspection by any member or her/his legal representative at all reasonable times and with reasonable advance notice.
The annual report of the Treasurer shall be audited not less than annually by a three‑person committee appointed by the Board of Directors, or, upon a two‑thirds (2/3) vote of the Board of Directors, may be audited by a professional accountant.
The Chapter may offer gifts to members and/or non‑members, at the discretion and approval of the BOD. The gifts may be in the nature of congratulations, condolences, and appreciation as befits the occasion. The BOD may decide to gift the entire membership with a token for certain occasions. Such gifts shall display no favoritism.
The procedure for removal of a member of the Board of Directors is defined in Article 6; Section 3 Removal or Resignation of Directors, of the Bylaws. Since these are very serious actions, all due care and adherence to procedure must be exercised. If in doubt, consult the regional representative for advice and counsel.
Dereliction of duty is defined as:
- Consecutive non‑attendance at three or more regularly scheduled Chapter meetings; or
- Consecutive non‑attendance at three or more scheduled Board meetings; or
- Non‑performance of the duties of her/his office or committee; or
- Persistent non‑support of BOD decisions; or
- Disclosure of matters discussed within Executive Session.
Violation of the Chapter standards of conduct as defined in Article 4 of the Bylaws constitutes grounds for the expulsion of a member from FTHRW.
The following acts shall constitute violations of Chapter standards of conduct:
- Admission of an act of plagiarism or copyright infringement or losing a plagiarism or copyright infringement case in a court of law;
- Misrepresenting membership qualifications;
- Failing to pay, following receipt of written demand, conference, or other financial obligations due the Chapter or National RWA;
- Persistent verbal, written, or physical conduct of an offensive nature which disrupts the Chapter’s ability to operate or function;
- Misuse or unauthorized use of Chapter property and/or records;
- Illegal conduct in a Chapter election.
- Persistent misuse of Chapter name without Board permission.
If a member is perceived to have violated any one or more of these standards, the BOD shall meet in Executive Session to determine a course of action. Each of the acts committed by the Member in question shall be documented and maintained for review. The Secretary shall develop a file which shall be maintained in the utmost confidence. The file shall be available for review by the member, but shall not leave the Secretary’s possession.
In the case of persistent offensive conduct, verbal, written, or physical, should the BOD find that the member is in violation of the standard of conduct, the following steps shall be followed:
- The Member shall be first verbally warned, by the President of the Chapter, on behalf of the Membership, that his or her/his conduct is deemed offensive to Members of the Chapter. Note of this verbal warning, including the nature of the offense, shall be kept in the Member’s file.
- If there is no improvement in the Member’s conduct, the Member shall receive written notice from the President of the Chapter, acting on behalf of the Membership that his or her conduct is still deemed offensive. Reference to the verbal warning shall be noted. A copy of the written notice, which shall include the nature of the offense and the steps taken to date to correct said conduct, shall be kept in the Member’s file. Every effort shall be made to assist the Member in changing the offensive behavior.
- If there is no improvement in the Member’s conduct, the BOD shall again meet in Executive Session to decide upon further action.
- Should the BOD determine that expulsion is appropriate, the procedure defined in the Bylaws shall be followed.
- Every effort shall be made to conduct the proceedings in a calm and orderly manner.
- The contents of the Member’s file shall be reviewed at the time of meeting with the Member.
- The decision of the BOD shall be documented and the President shall notify the Member in writing as outlined in the Bylaws.
- A copy of this letter shall be kept in the Member’s file.
- Should the Member be expelled from the Chapter, the Member’s file shall be held in strictest confidence for the period of one year from the date of expulsion. If the Member chooses to apply for reinstatement to the Appeals Committee, the Appeals Committee may wish to review the file.
- Any portion of the Member’s annual dues remaining shall not be returned to the expelled Member.
- The Chapter has the right to refuse renewal of membership to any member who does not support the purpose of the Chapter in a positive, constructive manner. This refusal may be used as an alternative to expulsion, if the Board so decides.
The BOD may select a member to receive the From the Heart Romance Writers Contact Chapter Cyber‑Rose Award in recognition of extraordinary service to the Chapter. This award is not to be taken lightly, and the recipient shall be honored accordingly.
In addition to the Chapter’s Cyber‑Rose award, there is an RWA Chapter pin, available for purchase through the Houston office of National RWA, which is intended also to recognize service to the Chapter.
Each incoming President is to be reminded that she is to be awarded the National RWA Chapter President pin available either through the National RWA Vice President or through the Houston office.
RECORD RETENTION POLICY
The Chapter records will be kept in accordance with current National RWA Chapter Record Retention Schedule.
Any additions, deletions, or changes to FTHRW Policies and Procedures shall be presented for discussion to the Board and this document revised and modified by BOD vote. Revisions shall be published for all Members in good standing.
The Perseverance Fund has been designated by the Board to provide for members in need.
Romance Writers of America administers a member-supported fund, the Perseverance Fund, which may be used by qualified applicants for the payment of RWA national dues.
FTHRW has established a Perseverance Fund to cover FTHRW dues to members in need.
Perseverance Fund Administration
To qualify for an award from the fund, an applicant or nominator shall submit a signed request to the Chapter’s Treasurer that contains a description of the applicant’s financial need and statement of their membership status in From the Heart Chapter. The applicant needs to be a current member of FTHRW for at least 12 months before applying. No individual shall be awarded more than two times in a five-year period.
The Heart to Heart Fund shall be administered by the chapter treasurer and member recognition chair. Applications shall be emailed to treasurer and shared with member recognition chair. The fund shall be handed out as long as funds are available.
A password protected database shall be set-up and used to list recipients of the fund for verification purposes only. Treasurer and Member Recognition Chair shall receive password.
Once an applicant has been selected and verified, the treasurer shall inform the board that a recipient has been selected and the treasurer will inform the recipient of fund awarded. The treasurer will update roster with new renewal date. Monies will be place in available funds.
All possible care will be used to keep recipient anonymous.
Other awards to Chapter members such as scholarships to National or regional conferences, workshops or the like, may be instituted by BOD decision and the approval of the General Membership.
The name “FROM THE HEART ROMANCE WRITERS,” the acronym “FTHRW,” the name of the WORDS FROM THE HEART ROMANCE NEWSLETTER, the name of the chapter contests including THE LORIES, THE WALLFLOWER, THE GOLDEN GATEWAY, and THE PAGES FROM THE HEART, the chapter website address www.FTHRW.com, and the logo of FROM THE HEART ROMANCE WRITERS consisting of blue outlined circle shape with a red heart embossed with a computer mouse shape, containing the language “FROM THE HEART ROMANCE WRITERS, RWA CHAPTER 177” are the property of this chapter. This property shall not be used, copied, imitated, or reproduced in any manner for any purpose by any individual, with the exception of normal, reasonable use of the chapter, newsletter, or contest name in conversations and correspondence (but not included as part of a letterhead) without Board approval.
Document Destruction Prohibited. No officer, director, employee or agent of the chapter shall knowingly destroy a document with the intent to obstruct or influence the investigation or proper administration of any matter within the jurisdiction of any government department or agency or in relation to or contemplation of any such matter or case.
Retaliation Against Whistleblowers Prohibited. No officer, director, employee or agent of the chapter shall take any harmful action with the intent to retaliate against any member for providing to a law enforcement officer or to Romance Writers of America any truthful information relating to the commission or possible commission of any offense or violation of RWA policies.
CODE OF CONDUCT
- General Principles.
1.1. RWA recognizes Chapters as an integral part of the organization. Chapter affiliation requires compliance with the rules, policies and procedures set out by RWA.
1.2. The RWA Code of Ethics set out in RWA’s Policy Manual serves as a code of professional conduct for RWA members. It requires RWA members to exhibit integrity, honesty, and other good professional practices, thereby enhancing the romance writing profession. Chapter members must abide by the Code of Ethics and are subject to its provisions.
1.3. For the purposes of this Code of Conduct, “Chapter Functions” shall include, but not limited to, Chapter meetings, Chapter events, Chapter conferences and participation on Chapter forums.
1.4. In order to promote respect and professionalism among members, the Chapter Board of Directors has adopted this Chapter Code of Conduct and requires its members and attendees to comply with this Code of Conduct at Chapter Functions.
1.5. Chapters are expected to comply with all relevant State and Federal laws.
2.1. In order to create a safe and respectful environment, invidious discrimination is prohibited at Chapter Functions.
2.2. Chapters shall adopt a non-discrimination policy with regard to Chapter Functions, whereby no member, speaker or participant shall be discriminated against based on race, color, ethnicity, national origin, age, gender, gender identity, gender expression, sexual orientation, disability, physical appearance, body size, or religion.
- Inappropriate Behavior.
3.1. In order to create a safe and respectful environment, harassment is prohibited at Chapter Functions.
3.2. Types of conduct that RWA considers inappropriate includes, but is not limited to:
3.2.1. Harassment, which is defined for the purposes of this policy to include: (i) offensive comments related to race, color, ethnicity, national origin, age, gender, gender identity, gender expression, sexual orientation, disability, physical appearance, body size, or religion; (ii) inappropriate physical contact; and (iii) unwelcome sexual attention;
3.2.2. Deliberate intimidation, inappropriate photography or recording;
2.2.3. Sustained disruption of talks or other events; and
3.2.4. Public broadcasting of others’ private or sensitive information without explicit consent.
3.3. Personal disagreements and differences of opinion, even if strongly worded, will not be considered inappropriate conduct under this policy.
- Conduct at Chapter Functions.
4.1. Chapter members and attendees shall address each other and treat participants, sponsors, exhibitors and speakers with respect at all times.
4.2. Chapter members and attendees must recognize that whenever competitors within an industry gather, appropriate care must be exercised to ensure that violations of anti-trust laws do not occur.
4.3. Chapter members and attendees will not make inaccurate or misleading representations or disparaging statements about fellow members, competitors or attendees which are intentionally misleading or inaccurate.
4.4. Chapter members and attendees should avoid any real or apparent conflicts of interest in performing their duties and obligations, and to promptly disclose any such conflicts to the Chapter Board of Directors.
4.5. Chapter members and attendees shall meet all financial obligations of participation in any Chapter function. In order to participate in any Chapter event at the member price, members must keep their membership active and renewed.
5.1. Any issue arising between members or attendees at Chapter Functions should be reported to the Chapter Board of Directors in writing and shall be handled, in Executive Session, as follows:
5.1.1. The Chapter President immediately shall inform RWA’s Executive Director of the issue and ongoing status, and the Executive Director will provide assistance and potentially remove the issue from the Chapter if, in the Executive Director’s discretion, it cannot be handled at the Chapter level.
5.1.2. If the issue proceeds as a Chapter matter and it involves another member or participant from a Chapter Function, that member or participant will receive a copy of the written complaint and have an opportunity to provide a written defense in a timely manner. Both sides will have an opportunity to review any and all evidence provided in support of the other side’s claims and defenses. Neither the complaint nor any evidence may be provided anonymously.
5.1.3. After receipt of all evidence, the Chapter Board of Directors, by the affirmative vote of two-thirds (2/3) of the entire voting membership of the Chapter Board of Directors, may issue a warning or reprimand to the member or prohibit the non-member participant from attending other Chapter Functions.
18.104.22.168. The Chapter Board of Directors, by the affirmative vote of two-thirds (2/3) of the entire voting membership of the Chapter Board of Directors, may vote to recommend the termination or suspension of a member’s chapter membership. If so, the Chapter Board of Directors will put its recommendations and the basis for the same in a written report and submit it to the national Board of Directors for consideration and further action. The Chapter Board of Directors shall not have the authority to terminate or suspend a member.
5.1.4. If the issue involves a member and rises to the level of a potential Code of Ethics violation, the issue can be brought to the RWA Ethics Committee at any time in accordance with the Code of Ethics rules and procedures.
5.1.5. Non-RWA Members who are found to be in violation of the Chapter Code of Conduct may be barred from attending future RWA conferences, and from future membership in RWA. This decision shall be made at the national level by the national Board of Directors.
5.2. Additional consequences specific to harassment during Chapter Functions.
5.2.1. Anyone asked to stop harassment at Chapter Functions is expected to comply immediately.
5.2.2. The Chapter Board of Directors, by a majority vote, may take any action they deem appropriate and necessary during a Chapter meeting, Chapter conference or Chapter event to ensure the safety of attendees, including warning the offender or expelling the offender without a refund.
- Chapters shall not amend this Code of Conduct without prior approval by the RWA Office.
FROM THE HEART ROMANCE WRITERS
The name of this corporation (sometimes referred to as “FTHRW” or “the chapter”) is FROM THE HEART ROMANCE WRITERS
Purposes and Limitations
Section 2.1. The corporation is hereby organized for the following purposes:
2.1.1. To advance the professional interests of career-focused romance writers through networking and advocacy: means for such advancement include, but are not limited to, professional education, publications, contests and awards, and an annual conference; and
2.1.2. To carry on such other activities as are permissible for a nonprofit corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (“IRC”).
Section 2.2. Notwithstanding any other provision of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under IRC Section 501(c)(6) or by a nonprofit corporation formed under the laws of the chapter’s state of incorporation (the “State Law”).
Section 3.1. Chapter Affiliation. This corporation is an affiliated chapter of Romance Writers of America, Inc. (“RWA”), a Texas nonprofit corporation with its principal office located in Houston, Texas. As an RWA chapter, this chapter must comply with RWA’s bylaws and policies and procedures regarding chapters as well as the Chapter Affiliation Agreement.
Section 3.2. Members. All members of this chapter must be and remain members in good standing of RWA at all times during their membership in this chapter. A complete list of all members shall be furnished to RWA annually when required and at other times if requested.
Section 3.3. Tax Reporting. For tax reporting purposes, this corporation shall maintain (and provide to RWA upon request) a complete record of its income and expenses for the annual period commencing on January 1 and ending on December 31. All financial reports required by RWA shall, after chapter Board approval, be submitted by the chapter’s President or Treasurer no later than the due date set by RWA. This chapter shall comply with all IRS requirements applicable to it.
Section 3.4. Bylaws. The provisions of these Bylaws cannot be amended without the prior written consent of RWA.
Section 4.1. Members. Members shall have the same membership classification within the chapter as with RWA, with the exception of Charter and Honorary membership.
4.1.1. Charter. Charter membership in the chapter may only be granted to original or founding chapter members who also meet the qualifications as outlined in the chapter’s policies.
4.1.2. Honorary. Honorary membership in the chapter may only be granted by the chapter’s Board of Directors to those members who have previously been granted Honorary membership in RWA by RWA’s Board of Directors. Honorary members shall not have any chapter voting rights or the right to hold office in the chapter unless they concurrently hold General membership in the chapter and RWA.
Section 4.2. Membership Eligibility. All individuals who have attained the age of 18 and who agree to accept the purposes of RWA and this chapter and to faithfully observe and be bound by the Bylaws of this chapter shall be eligible to apply for membership. Membership shall not be denied to adults because of race, color, gender, age, religion, national origin, marital status, sexual orientation, disability, or political affiliation.
Section 4.3. Changes in Membership Classification. Any change in a member’s classification shall be deemed effective for all purposes immediately.
Section 4.4. Membership Qualification. Membership in this chapter shall be granted only after the chapter’s acceptance of a completed membership application and receipt of the required membership dues. The terms and conditions of membership in the chapter shall be determined exclusively by RWA.
Section 4.5. Determination of Membership Dues and Obligation to Pay. The chapter’s Board of Directors shall fix the amount of annual membership dues and/or assessments for all membership classes. Such dues and/or assessments shall be paid in accordance with a schedule approved by the chapter’s Board of Directors. Membership in the chapter carries a definite obligation to pay membership dues as well as any assessments established by the chapter’s Board of Directors. Dues and assessments are not refundable for any reason.
Section 4.6. Duration of Membership. The term of membership in this chapter shall be established by the chapter’s Board of Directors and shall be automatically renewable upon timely payment of membership dues, as determined by the chapter’s Board of Directors.
Section 4.7. Termination of Membership. Membership in this chapter shall be terminated if a member does not pay his or her RWA or chapter membership dues, in full, by the established due date. Membership in this chapter also shall be terminated by the death of a member or by the submission of an acceptable form of written notice of membership resignation.
Section 4.8. Compliance with the Chapter Code of Conduct. The chapter and its members must comply with the Chapter Code of Conduct, which is attached as Exhibit A and incorporated by reference.
Section 4.9. Voting Rights. Only General members shall be entitled to vote on all matters submitted to a vote of the chapter’s membership, including, without limitation, the election of Officers and Directors, with each General member entitled to one vote on each such matter.
Board of Directors
Section 5.1. General Powers. Except as otherwise provided in the Articles of Incorporation the affairs of the chapter shall be governed by its Board of Directors (the chapter’s Board of Directors is herein referred to as the “Board of Directors” and the individual members of the Board of Directors are herein referred to as “Directors”). It shall be the Board of Directors’ duty to carry out the objectives and purposes of the chapter, and the Board of Directors may exercise all powers of the chapter except as otherwise reserved in these Bylaws and the Articles of Incorporation of the chapter.
Section 5.2. Composition. The Board of Directors shall be composed of the Officers and Directors of the chapter. The duties and voting rights of all Officers and Directors must comply with State Law and be outlined in the chapter’s policies. The total composition of the chapter’s Board of Directors shall not exceed eight Officers and Directors.
Section 5.2.2. Directors. The Directors of this corporation shall be the President, Vice President-Programs, Vice President-Communications, Treasurer, and Secretary. These are the Officers positions.
Section 22.214.171.124 President. The President shall serve as spokesperson for the chapter; call, propose the agenda for, and preside over all meetings of the Board of Directors (except that meetings may also be called by a majority of the Directors as described in Article 9) and the membership; appoint, with the approval of the Board of Directors, chairpersons of and liaisons to all committees; serve as a nonvoting ex-officio member of all committees; execute chapter business as specified by the Board; appoint, with Board approval, qualified members to fill any officer or director vacancies; and fulfill any other obligations designated by the Board of Directors.
Section 126.96.36.199. Vice President-Programs. The Vice President-Programs shall assume the duties of the President and preside over all meetings of the Board and members in the absence of the President; be responsible for planning and overseeing all program-related activities undertaken by the chapter, including those at regular meetings, workshops, and conferences; and fulfill any other obligations designated by the Board.
Section 188.8.131.52. Vice President-Communications. The Vice President-Communications shall be responsible for planning and overseeing all official chapter communications tools, including the chapter newsletter, website, and public relations; and fulfill any other obligations designated by the Board.
Section 184.108.40.206. Secretary. The Secretary shall be responsible for membership applications and an up-to-date list of chapter members; record attendance; record the minutes of all meetings of the Board of Directors and the membership; keep chapter records, including copies of newsletters, RWA communications, chapter business correspondence, committee reports, and all other official documents; mail notices; and fulfill any other obligations designated by the Board of Directors. The Secretary shall comply with the Chapter Record Retention Schedule.
Section 220.127.116.11. Treasurer. The Treasurer shall be responsible for collecting dues; notify the Board of delinquent members; supervise the collection and disbursement of chapter funds; keep the financial records of the chapter in good order; work with the Secretary in maintaining the list of chapter members; provide an accurate and up-to-date financial statement to the Board at least every two months; present the annual audited report to the members and, if required, to RWA; and fulfill any other obligations designated by the Board of Directors. The Treasurer shall comply with the Chapter Record Retention Schedule.
Section 5.3. Removal or Resignation of Directors.
5.3.1. Automatic Removal. Any Officer or Director who fails to maintain in both RWA and the chapter shall be automatically removed from office, without any vote of the Board of Directors.
5.3.2. Removal for Cause. By the affirmative vote of at least two-thirds of the voting members of the Board of Directors, any Officer or Director may be removed from office for cause, which shall be defined to mean gross misconduct or gross dereliction of duty as a director. Any such vote and removal shall occur only following a hearing conducted pursuant to the procedures set forth in the then- most current edition of Robert’s Rules of Order Newly Revised (and shall, in any event, specifically include the right to 10 days’ prior notice of such hearing and the right to attend, present evidence, and vote at such hearing). Any Officer or Director shall have the right to appeal to the Board of Directors to reconsider such removal within 10 days after the date of such hearing, pursuant to reasonable procedures determined by the Board of Directors and consistent with the then-most current edition of Robert’s Rules of Order Newly Revised.
5.3.3. Recall. Any Officer or Director may be removed from office by membership recall election, as described in Section 6.4 of these Bylaws.
5.3.4. Resignation. Any Officer or Director may resign at any time by delivering written notice via mail, email, courier, or facsimile transmission to any other member of the Board of Directors. Any such resignation shall be effective and binding upon receipt or, if a later time or date is specified in such resignation, at such later time or date.
Section 5.4. Vacancies. Any vacated Officer or Director position shall be filled by appointment by the President, subject to approval by the Board of Directors, as promptly as reasonably possible. Any such appointee to a vacant position shall serve the remainder of the unexpired term for that position. If the office of President becomes vacant, then the position shall be filled in accordance with State Law.
5.4.1. Eligibility. Candidates eligible for appointment to a vacant position shall be General members who otherwise meet the position requirements as defined in these Bylaws.
5.4.2 Vacancy in the office of the President. If the office of President becomes vacant, the Vice President-Programs shall assume the office of President, and the position of Vice President-Programs shall be filled by appointment in the manner described above. If at any time both such positions are vacant, the Board of Directors shall appoint a new President (who may but need not be a member of the Board of Directors at the time of appointment) and a new Vice President-Programs to serve until the next regular election.
Section 5.5. Resolution of Disputes. The Board of Directors shall make the final decision in all disputes among committees, Officers, Directors, and/or others concerning chapter functions and business.
Section 6.1. Election Schedule. Elections shall be conducted during the fourth quarter of the chapter’s fiscal year. Officers and Directors shall take office on the first day of the new fiscal year, subject to any timely filed challenges.
Section 6.2. Qualifications. In order to be eligible for a Board position (whether elected or appointed), a candidate must: (1) be a General member of the chapter; (2) have been a General member of the chapter for a minimum of six months before taking office; (3) not have a material conflict of interest that would disqualify the person from holding the intended office, such as concurrently serving on the RWA Board or another chapter Board; (4) not have been found guilty of a Code of Ethics violation. Candidates for specific positions must also have the following qualifications:
6.2.1. President. Candidates for President must either: (1) have been a member of the chapter for a minimum of the 12 months before taking office and completed one full year of Board service with an RWA-affiliated Chapter OR (2) have been a member of the chapter for a minimum of the 6 months before taking office and received verifiable leadership training from RWA within the past 18 months.
6.2.2. President-elect. Candidates for President-elect must either: (1) have been a member of the chapter for a minimum of the 12 months before taking office and completed one full year of Board service with an RWA-affiliated Chapter OR (2) have been a member of the chapter for a minimum of the 6 months before taking office and received verifiable leadership training from RWA within the past 18 months.
6.2.3. Treasurer. Candidates for Treasurer must possess strong business and financial skills and must either: (1) have been a member of the chapter for a minimum of the 12 months before taking office and have completed one full year of Board service with an RWA affiliated chapter OR (2) have been a member of the chapter for a minimum of 6 months before taking office and received verifiable leadership training from RWA within the past 18 months.
Section 6.3. Term Lengths and Limitations. An individual may hold only one position on the Board at any time. No candidate may run for more than one position at a time. Directors may run for office while serving on the Board. Terms shall be no longer than two years in length and commence on the first day of the fiscal year. An individual may serve no more than two consecutive full terms in any one office, except in such cases in which a replacement has not been elected or appointed and State law requires the individual to remain in office. Term limits must comply with State Law and be outlined in the chapter’s policies.
Section 6.4. Recall Elections. Any member of the Board of Directors may be removed from office by a membership recall election.
6.4.1. Initiation. A recall election shall be initiated by filing a petition for recall with the Board of Directors.
6.4.2. Petitions to Recall Officers and Directors. Petitions to recall Officers and Directors shall be signed by ten percent (10%) of the General members listed on the chapter membership roster as of the date the petition is filed.
6.4.3. Recall Outcome. Promptly following receipt of a valid recall petition, the chapter shall hold a recall election. An Officer or Director shall be removed from office if a majority of the eligible recall election votes cast are in favor of the recall. The election results shall be effective immediately.
Section 7.1. Meetings of the Membership.
7.1.1. Chapter Meetings. All chapter members shall be welcome to attend chapter meetings, which shall be held online at a time and place determined by the Board of Directors. Notice of each meeting shall be sent to all members. A physical meeting of available members to coincide with the RWA Annual Conference or an online meeting of available members will be held annually in November.
7.1.2. Special Meetings. Special meetings of the membership may be called by the President, the Board of Directors, or by at least 10 percent (10%) of the General members listed on the chapter membership roster as of the date the meeting is called, by petition signed by such members and delivered to any Board member. The Board of Directors shall fix the time, date, and place for all special meetings, provided that a special meeting called by the General membership shall be held not later than 90 days after receipt of a petition properly filed by members.
7.1.3. Record Date. The Board of Directors shall fix the record date for determining the members entitled to vote at any meeting of the members, which record date shall be not more than 60 days prior to the date of the meeting.
7.1.4. Notice. Notice of all meetings of the membership shall be posted on the chapter’s website and sent to members via e-mail no less than 30 days prior to the date of such meeting. Each such notice shall include the time, date, place, purpose, and proposed agenda.
7.1.5. Quorum. Members holding one-tenth (1/10) of the votes entitled to be cast, represented in person, shall constitute a quorum for the transaction of business at any meeting of the membership.
7.1.6. Manner of Acting. The act of the majority vote of the General members present at a duly called meeting of the membership at which a quorum is present shall be the act of the members, unless the vote of a greater number is required by law, the Articles of Incorporation or these Bylaws. Voting may also be conducted by mail, by fax, by electronic message (to the extent permitted by law), or by any combination of those methods.
7.1.7. Minutes. Written minutes of each meeting of the membership shall be recorded by the Secretary and shall contain the results of the deliberations of the membership. Within 30 days after the meeting, the minutes shall be submitted to the Board of Directors for approval. Promptly following such approval, the approved minutes shall be available for the membership through electronic publication and messaging by any electronic communication device that the corporation utilizes.
Section 7.2. Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held at such time, date, and place as set by the President. Special meetings of the Board of Directors may be called by the President or by a majority of the voting Officers and Directors. The person or persons who call a particular special meeting of the Board of Directors may fix the time, date, and place for such special meeting.
7.2.1. Notice. Each member of the Board of Directors shall be notified of any Board of Directors meeting not less than 10 days before the date of such meeting. Such notice shall include the time, date, place, and proposed agenda for the meeting.
7.2.2. Quorum. A majority of the voting members of the Board of Directors then in office, present in person, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
7.2.3. Manner of Acting. The act of a majority of the voting members of the Board of Directors present at a duly called meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws.
7.2.4. Meetings by Telephone Conference or Other Remote Communications Technology. To the extent permitted by State Law, Officers and Directors may participate in any meeting of the Board of Directors by means of conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, but only if (i) each Officer or Director entitled to participate in the meeting consents to the meeting being held by the means of that system, and (ii) the system provides access to the meeting in a manner or using a method by which each Officer or Director participating in the meeting can communicate concurrently with each other participant.
7.2.5. Action without Meeting. As and to the extent provided for in the chapter’s Articles of Incorporation], any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all Officers and Directors.
7.2.6. Attendance by General Members. General members shall be allowed to attend all in-person meetings of the Board of Directors as observers but must vacate the Board Room during Executive Session. The cost of attendance shall be borne by the General member.
7.2.7. Minutes. Written minutes of each meeting of the Board of Directors shall be recorded by the Secretary and shall contain the results of the deliberations of the Board of Directors. Within 30 days after the meeting, the minutes shall be submitted to the Board of Directors for approval. Promptly following such approval, the approved minutes shall be available for the membership through electronic publication.
Section 7.3. Waiver of Notice. Whenever any notice is required to be given under the provisions of the State Law, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting shall constitutes a waiver of notice of such meeting unless the person attends such meeting solely to object to the transaction of any business on the ground that the meeting was not lawfully called or convened.
Section 7.4. Voting Member List.
7.4.1. Voting Members List. Not later than two business days following the record date for any meeting of the members, the chapter shall prepare a complete and correct alphabetical list of the members entitled to vote as of the record date. The list of members shall state the name and mailing address of each member.
7.4.2. Distribution. If and to the extent permitted by State Law, a voting member (or a voting member’s agent or attorney) may request in writing or by electronic transmission a copy of the list of voting members solely for the purpose of communication with other members concerning the meeting or elections. The corporation shall send a written copy and/or electronic transmission of the list, whichever is requested, as soon as a request is received. Any member may request and receive both forms of the list.
7.4.3. Fees. A reasonable fee for expenses may be charged to the member for a written copy, but in no case shall fees be charged for an electronically transmitted copy.
7.4.4. Inspection. The list of voting members shall be available for inspection by voting members, or a voting member’s agent or attorney, at the chapter’s principal meeting location on the date of the meeting of members.
Section 8.1. Committees. Committees may be designated in policy or a resolution adopted by the Board of Directors. The President shall appoint the committee chairs, subject to the approval of the Board of Directors, unless otherwise indicated in these Bylaws. All committees shall have at least two members unless otherwise indicated in these Bylaws. Committees shall perform the duties assigned to them by the Board.
8.1.1. Standing Committees. The Board of Directors may establish various standing committees to carry on the affairs of the association. Standing committees shall be listed in the chapter’s policies.
8.1.2. Special Committees. The Board of Directors may form special committees (including task forces) as necessary with approval by a majority of the Directors voting where a quorum is present.
Section 8.2. Vacancies. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 8.3. Quorum and Manner of Acting. Unless otherwise provided in these Bylaws or in the resolution of the Board of Directors designating a committee, a majority of the voting members of the committee shall constitute a quorum, and the act of a majority of the voting members present at a meeting shall constitute the act of the committee.
Section 8.4. Committee Reports. Committee chairs or their designees shall submit minutes to the Secretary for retention and shall report to the Board quarterly or as otherwise requested by the Board.
Compensation and Reimbursement of Expenses
No Officer, Director or committee member shall receive any salary or compensation for his or her services as an Officer, Director, or committee member; however, the chapter may reimburse certain chapter-related expenses incurred by Officers, Directors and committee members, as determined by the Board of Directors.
No part of the net earnings of the chapter shall inure to the benefit of, or be distributable to, its Officers, Directors, committee members, employees, or other private persons, except that the chapter shall be authorized and empowered to pay reasonable compensation for services rendered by employees, contractors, and others, and to make payments and distributions in furtherance of the purposes set forth herein. No chapter funds shall be used for any “hardship” or similar fund pursuant to which the RWA or chapter membership dues (or any similar expense) of any individual chapter members are paid, but the chapter can agree to administer any such fund if it is funded entirely through donations by individual members or others.
Section 11.1. Fiscal Year. The fiscal year of this corporation shall begin on January 1 and end on December 31, or such other period established by the Board of Directors and approved by the IRS.
Section 11.2. Chapter Funds. All chapter funds must be deposited in an account designated by the Board of Directors, and the chapter shall adopt and maintain an acceptable accounting system with appropriate checks and balances to safeguard chapter funds in accordance with RWA’s Required Chapter Financial Practices.
Section 11.3. Operating Budget. Each year, the Treasurer shall oversee the preparation of the chapter’s operating budget for the ensuing fiscal year. Promptly following Board approval, the budget shall be made available to the membership. The budget may be amended by the Board of Directors when necessary.
Section 11.4. Contracts. The Board of Directors may authorize any Officer or Officers, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of this corporation. Such authority may be general or confined to specific instances.
Section 11.5. Financial Audit. The annual report of the Treasurer shall be audited not less than annually by a three-person committee appointed by the Board of Directors or, upon a majority vote of the Board, may be audited by a professional.
Books and Records; Property
Section 12.1. Books and Records. The chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, its Board of Directors, and committees having any of the authority of the Board of Directors in accordance with the Chapter Record Retention Policy. The chapter must maintain a record of the names and addresses of all members. The books of account shall be open for inspection by any member or a member’s legal representative at all reasonable times and with reasonable advance notice.
Section 12.2. Chapter Property. The following shall constitute chapter property and shall be used only as described and permitted herein:
12.2.1. Membership List. The membership roster of this chapter may be used only to promote or stimulate interest in the chapter. It may not be used in whole or in part by any member for any other purpose, or used in whole or in part for the financial benefit of any individual, or given in whole or in part to any nonmember, unless the Board has approved delivery of all or part of the roster to a nonmember for a specific purpose determined by the Board to promote efficiency in providing member services, and the nonmember agrees in writing to use the roster for the approved purposes only and for no other purpose.
12.2.2. Name, Logo, Etc. The name “FROM THE HEART ROMANCE WRITERS,” the acronym “FTHRW,” the name of the Words of the Heart newsletter, the name of the Lories, Pages From The Heart, the Wallflower and the Golden Gateway, the chapter website address (www.fthrw.com), and the logo of FTHRW are the property of this chapter. This property shall not be used, copied, imitated, or reproduced in any manner for any purpose by any individual, with the exception of normal, reasonable use of the names of the property in conversations and correspondence (but not included as part of a letterhead) without Board approval.
Limitation of Liability and Indemnification
Section 13.1. Limitation of Liability. The personal liability of any present or former Officer, Director, and committee member of this corporation is hereby eliminated to the fullest extent permitted by State Law.
Section 13.2. Indemnification. To the fullest extent permitted by State Law, this corporation shall indemnify and hold harmless each Officer, Director, and committee member of this corporation against any and all liabilities, costs, and expenses (including attorneys’ fees and expenses) reasonably incurred by such individual or on his or her behalf in connection with any legal action or proceeding to which such individual may be a party by reason of such individual being or having been an Officer, Director, or committee member of this corporation, or by reason of any action alleged to have been taken or omitted by such individual in such capacity. Such indemnity shall be effective only in the event that the interested Officer, Director, or committee member provides the Board of Directors, within a reasonable time after the institution of such action or proceeding, written notice thereof. Such indemnity shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, or otherwise. Such indemnity shall inure to the benefit of the heirs, executors, or administrators of each Officer, Director, or committee member. The corporation may purchase liability insurance for the indemnity specified above to the fullest extent as determined from time to time by the Board of Directors. Such indemnity may be lost if the Officer, Director, or committee member does not act in good faith in the performance of his or her fiduciary duty.
Duration and Dissolution
The duration of this corporation shall be perpetual, except that it may be dissolved in the manner provided by the State Law; provided, however, that no dissolution of this corporation shall be effected unless approved by the Board of Directors and the General membership of this corporation as required by the State Law. Upon the dissolution of the chapter, and after paying or making provision for the payment of all the liabilities of the chapter, all remaining assets of the chapter shall be distributed to RWA.
The power to amend these Bylaws shall rest with, and may be exercised by, the General members of the chapter. All proposed amendments to these Bylaws must be presented to RWA for acceptance at least 45 days prior to being voted upon by the chapter’s General members. Amendments to these Bylaws may be proposed by (i) petition signed by at least two percent (2%) of the General members listed on the chapter membership roster as of the date the petition is filed or (ii) the Board of Directors (by resolution approved by the affirmative vote of a majority of the voting members of the Board present at a duly called meeting of the Board or by written action without such meeting). These Bylaws may be amended only by either (A) the affirmative vote of a majority of the General members present (in person or by proxy) and voting at a meeting of the membership or (B) the affirmative vote of a majority of the ballots cast by General members in any member vote conducted by mail, facsimile transmission, electronic message, or any combination of those methods. Notice and text of any proposed Bylaw amendments shall be delivered to the President at least 120 days prior to the date of such meeting or other vote and sent to each General member of the chapter at least 30 days prior to the date of such meeting or other vote. The Board of Directors may amend these Bylaws (without vote of the General members) only to correct or classify ordering, wording, and punctuation as long as the meaning and intent of these Bylaws are not altered.
Section 16.1. Governing Law. All questions with respect to the construction of these Bylaws shall be determined in accordance with the applicable provisions of the laws of the State of [state of incorporation].
Section 16.2. Headings. The headings of these Bylaws are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify, or place any construction upon any of the provisions of these Bylaws.
Section 16.3. Severability. All provisions of these Bylaws are severable. If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the Bylaws shall remain in full effect.
Section 16.4. Parliamentary Authority. All chapter Board, membership, and committee meetings shall be conducted according to the rules of parliamentary procedure set forth in the then-most current edition of Robert’s Rules of Order Newly Revised, to the extent that such parliamentary procedures do not conflict with the Articles of Incorporation of this corporation, these Bylaws, or applicable law.
Section 16.5. Policy Manual. The Board of Directors may adopt any additional written policies or procedures for this corporation to the extent they are not inconsistent with or contrary to these Bylaws, State Law, or, to the extent applicable to chapters, the RWA Bylaws or policies and procedures applicable to affiliated chapters.