Bylaws of The San Diego Writers and Editors Guild
Name and Legal Status
1.1 The name of this organization shall be The San Diego Writers and Editors Guild, referred to as SDWEG or the Guild.
1.2 The San Diego Writers and Guild is a 501(c)3 nonprofit Public Benefit Corporation.
1.3 The Corporation will maintain as its principal place of business at 2307 Fenton Parkway, Suite 107-266, San Diego, CA 92108.
1.4 The Fiscal Year of the corporation shall be from January 1 to December 31 of each year.
2.1 The Guild shall promote, support, and encourage the writing arts for adults and youth at every level of experience.
2.2 The Guild shall be governed by its Articles of Incorporation, these Bylaws, and the Procedure Manual, as amended from time to time.
2.3 The Guild will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law. Additionally, Board member duties will be altered to accommodate disabilities.
2.4 The Guild shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)3 of the Internal Revenue Code of1986, as amended, or the corresponding provisions of any future federal tax law. No part of the activities of the Guild shall consist of any political campaign, nor shall the Guild carry on business with the general public in a manner similar to an organization operated for profit.
3.1 Membership Classifications: General Member, Student Member, Life Member, and Honorary Member.
3.2 General and Student memberships shall be granted upon completion of a membership form and receipt of dues. The Board of Directors may terminate or deny membership to any person with a two-thirds (2/3) vote.
3.3 Membership dues shall be as determined by the Board of Directors.
3.4 Membership benefits:
4.1 General Monthly Membership meetings of the Guild will be held as scheduled by the Board of Directors and shall consist of speakers, general business, and/or social activities. The date, time, and location of all meetings shall be announced on the SDWEG website, as well as on at least one of the newsletters (the Writer’s Life and Roundup) at least three days in advance of the event.
4.2 Board of Directors meetings shall meet in person, by video conference, or telephone conference call, on a monthly basis to conduct the business of SDWEG. Official actions will require a vote by a simple majority.
4.3 Special Board of Directors meetings may be called by the President, or by a consensus of three Board members who will notify the remaining Board members.
4.4 Other meetings may be called as determined by the Board of Directors.
4.5 If a meeting is called regarding the conduct of one Board member, that member is to be given a chance to correct their conduct. The Board shall give the individual a warning, and only upon the individual repeating the same unwanted conduct, shall the Board remove that individual from the Board with a 2/3rd vote.
4.6 Membership Voting: The membership’s annual vote for the Board of Directors may be conducted by the website. Ballots may be collected and counted by the Guild’s website.
Board of Directors
5.1 The Board of Directors, which shall consist of eleven voting directors, are SDWEG members, ten of whom are elected through general elections to control and manage the affairs and operations of the Guild by attendance and participation. The eleventh director serves as an advisor and shall be a past president of the Board.
5.2 The November through December Board meetings shall be attended by current Board members and the new Board members.
5.3 A Procedure Manual shall be created by the Board of Directors.
5.5 Following the approval of the Board of Directors, a designated individual will have specific authority to hire employees or to contract for specific services for the Guild. These services shall be periodically reviewed by the Board for potential conflict of interest issues and shall be dealt with as outlined in the Procedure Manual.
5.6 Any Director may resign from office by sending a letter or email of resignation to all members of the Board of Directors. The acceptance of the resignation shall not be necessary to make the resignation effective. Training of the new Board members will be offered by existing Board members. Also, Board members may request previous Board members to help with training.
5.7 A Board member may be removed from their position by quorum vote of 2/3rds of the Board members present.
6.1The Officers of the San Diego Writers and Editors Guild and their duties shall be the following with the specific details outlined in the Procedure Manual.
7.1 All good-standing members of the Guild are eligible to vote for candidates who will fill positions on the Board of Directors.
7.2 Any good-standing member of the Guild may run for a position on the Board of Directors.
7.3 Votes will be submitted by electronic means as directed by the Board of Directors. All votes must be retained and archived.
7.4 Five Directors will be elected during alternate years to serve a (2) two-year term. The eleventh voting Director position will be filled by the Immediate Past President and does not require a membership vote.
7.4.a A Nominating Committee shall be appointed by the President in July to nominate Directors for the coming year. This committee shall report to the Board of Directors no later than August 15th, identifying the slate of candidates who will run for available Board positions. If a Director chooses to continue to serve, he/she may be included on the list of nominees.
7.4.b The names and short bios of the nominees shall be listed in the newsletter/website and be announced at the September Membership Meeting. Additional nominations may be received from the floor at the September Membership Meeting.
7.5 Directors shall be elected and announced at the October Annual membership meeting.
8.1 SDWEG has established and will present two awards: the Odin Award and the Rhoda Riddell Builders Award at the Board’s discretion.
8.2 The Odin Award may be awarded to authors in San Diego County who have written a significant body of published work.
8.3 The Rhoda Riddell Builders Award may be awarded to a Guild member who has been instrumental in building and expanding the Guild.
8.4 The Vice President shall be responsible for the presentation of the two awards at the time and place determined by the Board of Directors.
8.5 Certificate of Appreciation: The Board of Directors may, by majority vote, offer a certificate of appreciation to a person for their contributions to the Guild. Awarding the certificate does not constitute automatic membership to the Guild. Other details shall be outlined in the Procedure Manual.
8.6 The Guild is a qualified certifying agency for the Presidential Volunteer Service Awards. Volunteers wishing to qualify are required to keep and maintain a timecard (this can be found in Google files under Board Resources). The Board is required to collect and retain information on honorees. The Board will underwrite the cost of the award. To receive an award, the minimum number of hours per year is 100 hours.
9.1 In the event of dissolution of the Guild, all assets shall be liquidated, all dues collected, and debts resolved. The proceeds shall be combined with all monies in the treasury and shall be turned over to a school of journalism or contributed to a scholarship fund, either of which will be chosen at the time of dissolution by the Board of Directors.
10.1 Amendments to the bylaws must be approved by a two-thirds (2/3) vote of the Board of Directors.
10.2 Amendments to these bylaws were accepted by a two-thirds (2/3) vote and incorporated into the minutes on March 4, 1982; September 13, 1993; September 28, 1993; September 8, 1997; March 12, 2001; February 9, 2004; September 13, 2010; January 10, 2012; January 9, 2013; August 9, 2016; June 20, 2017; July 11, 2017; May 14, 2019; June 8, 2021; and July 13, 2023.
10.3 The original hard copy of these bylaws shall be archived as a permanent record by the Secretary.
10.4 These bylaws shall be published on the Guild’s website: SDWEG.org.
________________________ Mardie Schoeder, President, Date ______________
________________________ Audrey Walz, Secretary, Date _________________
FOR OFFICERS, DIRECTORS, STAFF, AND MEMBERS OF THE SAN DIEGO WRITERS AND EDITORS GUILD.
The open exchange of ideas, freedom of thought and expression, and mutual respect for the organization’s leadership and members are central to the continuing mission of the San Diego Writers and Editors Guild. In furtherance of this mission and to provide a welcoming and productive experience for everyone involved in activities, SDWEG has adopted this Code of Conduct. Our Guild is dedicated to the highest standards of legal, professional, and ethical conduct and compliance.
Code of Conduct
The leadership and members of the Guild are expected to always treat others, whether within or outside the organization, with professionalism and respect. Unacceptable behaviors can include, but not be limited to:
▪ Online, verbal or written comments or communications that are insulting, degrading, or threatening;
▪ Verbal or written comments or communications that are sexually graphic or sexually suggestive;
▪ Sustained disruption of talks, presentations, or other Guild-sponsored events; deliberate intimidation;
▪ Initiation of inappropriate physical contact of a violent or sexual nature.
The Guild’s Code of Conduct applies to Board members, volunteers, members from the general membership, and to everyone attending an SDWEG event, including speakers, author exhibitors, and vendors. Members shall not be entitled to reimbursement of their membership dues and will lose all membership benefits.
Copyright 2023 San Diego Writers and Editors Guild