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BYLAWS
OF
PINE ISLAND WRITERS, INCORPORATED

 
 
The name of the organization is Pine Island Writers, Incorporated. The organization is organized in accordance with the Florida Not For Profit Corporation Act, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the directors, or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The organization is organized exclusively for purposes subsequent to section 501(c)(3) of the Internal Revenue Code.

ARTICLE I
MEETINGS

 
Section 1. Annual Meeting. An annual meeting shall be held once each calendar year in January, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.
 
Section 2. Special Meetings. Special meetings maybe be requested by the President or any member of the Board of Directors.
   
Section 3. Regular Meetings. Meetings shall be held at the organization's principal place of business unless otherwise stated. Pine Island Writers shall meet weekly with the exeption of holidays. Cancellations will be at the descretion of the President.
 
Section 4. Membership. A majority of the membership as defined by attendance at a meeting or email proxy shall constitute at quorum.

Section 5. Purpose and Goals.
a. To read what members have written. Must be the author's own work.
b. Depending on the number of participants, time spent on each writer's work will be limited as determined by the President or presiding officer.
c. Members are open to critique from their peers as well as advice and education from visiting professionals.
d. A presiding official, as designated by the President, will serve as group facilitator who keeps members on topic and ensures that everyone has a chance to share their work.
e. Members gather from time to time for social interaction and to discuss current member projects.

ARTICLE II
DIRECTORS

 
Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of three (3) to five (5) board members holding the following offices; a President, Vice President, Secretary, Treasurer, and one Member at Large. The offices of Secretary/Treasurer may be held by one person. The President may not serve concurrently as a Vice President.
 
Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of two (2) years, or until a successor has been elected and qualified.
 
Section 3. Quorum. A majority of directors shall constitute a quorum of the board.
 
Section 4. Special Meeting. Special meetings may be requested by the President or any two directors by providing advanced written notice via email. Minutes of the special meeting shall be sent to the Board of Directors within two weeks after the meeting.
 
Section 5. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall constitute an act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. The Board shall keep written minutes of its proceedings in its permanent records.
 
Section 6. Informal Action. Any action required to be taken at a meeting of directors or of a committee, may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the directors or all of the members of the committee as the case may be.
 
Section 7. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a directors meeting called for that purpose.
 
Section 8. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.

ARTICLE III
RESPONSIBILITIES OF DIRECTORS

 
Section 1. Duties and Responsibilities. The responsibility of the board members are as follows:

President/Chairperson. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board. As such, the President shall:

1. Open the facility, welcome participants, conduct business, facilitate readings.
2. Record and distribute weekly meeting information as needed.
3. Coordinate PIW communication with members via email, phone, or in-person.
4. Coordinate with the Vice President on publicity for the Eagle and other appropriate publications.
5. Call meetings of the officers and/or advisory groups when necessary.
6. Serve as signatory on official reports.
7. Represent the organization to other groups.

  • Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its leadership duties. As such, the Vice President shall:

1. Assist in coordinating group themes; presentations; calendar, etc
2. Write-up of press releases
3. Maintain Social Media pages

Secretary. The Secretary shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings. As such, the Secretary shall:

1. Assist President and Vice-President with record keeping as needed
2. Pick up mail at post office box as needed and distribute/process appropriately
3. Keep copies of all newspaper articles on PIW or its members.
4. Coordinate additional activities of group, such as member events, community events, and the PIW publication in galleries.
5. Maintain and update membership records
6. Distribute updated list to members as needed

Treasurer.
The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and shall make reports of finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee. As such, the treasurer shall:

1. Pay bills and deposit money
2. Give copies of all checks written to the President
3. Submit reports to federal/state agencies
4. Any proposed purchases greater than $150 shall be presented to the membership for approval.

Member at Large. The Member at Large may take responsibility for activities on the basis of interest or at the request of the Board or President, or serve on ad hoc and standing committees, and handle special projects.

Section 2. Vacancy. Any vacancy that occurs on the Board of Directors, whether by death, resignation, or any other cause, may be filled by the remaining directors until a special election by membership is held to fill the vacancy. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor.
 
 

ARTICLE IV
CORPORATE SEAL, EXECUTION OF INSTRUMENTS

 
The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization shall be signed by the President and one other director. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
 

ARTICLE V
AMENDMENT TO BYLAWS

 
Any amendment of the bylaws must be approved first by the board members and then through the general membership by a majority of a quorum vote at any regular or special meeting before they become effective. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.

Pine Island Writers

PO Box 266
Matlacha, FL 33993
239-940-0809



Board of Directors


Gail C. Berreitter - President
Debra Basham - Vice President
Mitch Grant - Secretary
James Voris - Treasurer
Kelly O'Sullivan - Member-at-Large




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