BYLAWS OF THE
SAN FRANCISCO PENINSULA BRANCH
OF THE CALIFORNIA WRITERS CLUB
AMENDED April 10, 2023 … APPROVED June 17, 2023
ARTICLE I: NAME
Section 1: The name of the organization is the San Francisco Peninsula Branch (SFP) of the California Writers Club (CWC).
ARTICLE II: MISSION STATEMENT
Section 1: The objective of the San Francisco Peninsula Branch of the California Writers Club (herein referred to as “the branch” or SFP) is to provide a forum for educating both members and the public in the craft of writing, and to market members’ work. This is served by the monthly public meetings, workshops, and seminars of each of the branches, which are open to all writers and are conducted for the purpose of educating writers of all levels of expertise. California Writers Club networks with and is a model for other groups and agencies involved in similar pursuits.
Section 2: The branch shall support the statewide organization in a manner that upholds the bylaws and policies and procedures of said organization. Furthermore, the branch will participate as appropriate to the furtherance of the rich literary tradition of the California Writers Club.
Section 3: The branch supports all genres, writing styles and related professions such as editing, publishing, photographic journalism and provides an environment where members may obtain critique of their efforts, attend workshops, and share experiences.
ARTICLE III: DEFINITIONS
Section 1: Board of Directors – (herein referred to as “the board”) conducts the business of the SFP branch.
Section 2: Directors - are not more than eleven SFP voting board members, along with non-voting members, nominated by the president and approved by all four elected officers: president, vice-president, secretary and treasurer.
Section 3: Committee chairs – non-voting members of the board, appointed by the president and approved by the four elected officers, who lead club activities, such as outreach, communications, and writing education.
Section 4: CWC Central Board - is the governing organization of 22 California Writers’ Club branches, which operate under its bylaws and policies and procedures. The SFP branch president nominates a central board representative to attend central board meetings.
Section 5: NorCal Group - comprises northern California CWC branches. The president nominates a representative to attend quarterly meetings.
Section 6: Bylaws - are the basic rules or the constitution that describe the branch.
Section 7: Policies and Procedures - a tool for CWC SFP members that includes and expands upon the bylaws, as well as describing in detail how club positions and activities are conducted.
Section 8: Teller - a position appointed by the president, t0 distribute, collect, and count ballots.
ARTICLE IV: MANAGEMENT
Section 1: - Corporate Powers - The corporate powers of the branch shall be vested in the four elected officers: president, vice president, secretary, and treasurer. The branch Policy and Procedures document shall determine how Corporate Powers are implemented.
Section 2: The term of office is one year for all executive board members. The president’s term shall last no longer than two years.
Section 3: Board of Directors - The president appoints a board of directors whose voting membership shall be not more than a total of nine people.
Section 4: The web manager and parliamentarian shall have non-voting seats on the board.
Section 5: Non-voting members shall attend board meetings as necessary.
Section 6: The president may, subject to approval by the board, appoint an officer pro-tem or a director pro-tem to fill vacancies on the board. Such pro-tem appointments expire at the end of the term to which the original officer or director was elected.
Section 7: Conducting Business – Rules of Order: parliamentary procedure, generally known as Robert's Rules of Order, shall be the guideline for the conduct of business of the club in all cases in which they apply and as long as they are consistent with the constitution and bylaws of the club. In case of conflict or contradiction between editions of the rules, the latest edition available at a meeting shall be used.
Section 8: Conducting Business in an Emergency – See policies & procedures manual for these situations.
ARTICLE V: MEMBERSHIP
Section 1: Membership in the San Francisco Peninsula Branch shall conform to ARTICLE 1 Section 1 of the bylaws of the California Writers Club, and the policies and procedures of the CWC Central Board. Questions of membership requirements shall be referred to the CWC Central Board.
Section 2: Each member shall pay dues according to the policies and procedures adopted by the CWC Central Board. www.calwriters.org
ARTICLE VI: OFFICERS
Section 1: The president, vice president, secretary and treasurer shall be elected at the general membership meeting in June. Any duties and terms of the officers not outlined in these bylaws are described in the policies and procedures manual.
Section 2: The president shall prepare agendas and preside over meetings of the branch board of directors and the general membership, incorporating the advice and consent of the branch board, and conducting the affairs of the club in accordance with the bylaws.
a. Except for the annual nominating committee (see Article XI Elections), the president shall appoint such committees and chairpersons as necessary to conduct the affairs of the club. Such appointments end when the business of the committee is finished or at the end of the term of the president who made them.
b. The president shall be on file as a signer on any/all financial accounts.
c. If the president resigns or cannot perform the required duties, the board of directors shall confirm the vice president as president or select another board member as president pro-tem, whichever serves the branch best, until the end of the current term.
d. The president shall be limited to two consecutive terms in that elected office.
Section 3: The vice president shall assume the duties of the president in their absence.
a. In addition, the vice president is responsible for monthly meeting speaker programs.
b. In the absence of both president and vice-president, the president shall appoint a chair pro-tem for a specified amount of time.
Section 4: The secretary shall keep minutes for all meetings, handle incoming and outgoing correspondence and maintain electronic administrative files for the San Francisco Peninsula Branch. The minutes are to be posted on the website once they have been voted on by the board.
Section 5: The treasurer shall keep proper books of account and report the financial status of the branch at each called meeting of the branch board, of which a vote of acceptance must be made. They shall receive all funds of the branch and pay out funds necessary to keep the club running (i.e., website, speakers’ fees, meeting fees). Any funds received for the organization shall be promptly deposited in an account set up for that purpose.
a. The treasurer shall normally sign all regular fund checks issued by the branch. The president is designated as an alternate signer for San Francisco Peninsula Branch checks and any checks over $200 require two signatures.
b. The treasurer shall prepare and submit all financial quarterly reports required by the CWC Central Board in a timely manner. The state membership chair and/or state treasurer are two who need to receive these reports. The information necessary for this transaction is listed on the state MRMS which is the state-wide CWC Member Record Management System.
c. The treasurer shall assist the membership chairperson in preparing the membership reports for the CWC Central Board.
d. The treasurer along with the president shall be responsible for any changes to the bank signature card(s).
e. The treasurer shall oversee any additional accounts opened by the San Francisco Peninsula Branch, i.e., Fault Zone anthology, San Mateo County Fair.
ARTICLE VII: BOARD OF DIRECTORS
Section 1: The board of directors shall include the four elected officers: president, vice president, secretary, and treasurer; and not more than seven voting directors appointed by the president and approved by the elected officers. Standing voting director positions shall include the past president, the Membership Chair and the CWC Central Board Representative.
Section 2: Additional voting board members may be appointed by the president at the president’s discretion, with the approval of the vice-president, secretary and treasurer. Examples include but are not limited to NorCal Representative, social chair, publicity chair and Fault Zone editor.
ARTICLE VIII: REPRESENTATIVE TO THE CWC CENTRAL BOARD
Section 1: The president shall appoint one branch member in good standing to represent the branch at the semi-annual meetings of the California Writers Club Central Board. The representative is responsible for communication between the branch and the Central Board.
Section 2: If the representative cannot attend a meeting, another branch member may be appointed to attend in their place with a proxy letter or email.
ARTICLE IX: REPRESENTATIVE TO THE NORCAL GROUP
Section 1: The president shall appoint one branch member in good standing to represent the branch at the meetings, four times per year, of the California Writers Club NorCal Group. The representative is responsible for communication between the branch and the NorCal Group.
Section 2: If the representative cannot attend a meeting, another branch member may be appointed to attend in their place with a proxy letter or email.
ARTICLE X: COMMITTEES
Section 1: The branch president is a de facto member of all branch committees.
Section 2: Award Committees
The president may create and appoint chairpersons, subject to approval of the board, for all necessary committees formed to propose nominees for awards such as the Louise Boggess Award and the Jack London Award. Such appointments end when the business of the committee is finished.
Section 3: Ad Hoc Committees.
a. The president, with the approval of the branch board, may appoint other committees and chairpersons as deemed necessary to conduct branch-sponsored events such as conferences, writing groups, or other programs. Examples would include, but are not limited to Fault Zone anthology, critique groups, and community outreach in local libraries and other writers’ events.
1. All such events shall support the mission of the branch.
b. The chairperson of each committee shall be appointed by the branch president, subject to approval of voting members of the branch board.
c. Responsibility and authority of each chairperson may vary, but in general, the chairperson is authorized to recruit as many volunteers as necessary to plan and manage the event and is responsible for preparing plans and budgets which are subject to the approval of the branch board.
d. The branch board may authorize the provision of seed money for a conference or program. All funds in the conference/program account, whether provided by the branch or raised from external sources, are the property of the branch and may revert to the branch account when the conference or program is ended.
e. As deemed necessary, subcommittees may be clustered under one “umbrella” committee chairperson. For example, subcommittees of publicity, fundraising, website, newsletter and others may be clustered under a single outreach committee chairperson. The chairperson would coordinate input from the subcommittees and represent them on the branch board.
Section 4: Written Policies, Procedures and Job Descriptions.
a. The branch policies and procedures manual explains branch protocol.
b. All committee chairs shall prepare and maintain electronic job descriptions, policies and procedures pertaining to their responsibilities. These shall be kept on the branch’s Google Drive.
ARTICLE XI: ELECTIONS
Section 1: In March of each year, the voting members of the board of directors, excluding the four officers, shall appoint a committee of no more than three branch members in good standing to present nominations for elections. The news of the formation of the committee and the name/contact information of the chairperson shall be posted in the April branch newsletter so that members interested in open positions can inform the nominating committee.
Section 2: No member wishing to run for office may serve on the nominating committee.
Section 3: The board of directors shall submit a list to the nominating committee of the positions which the branch needs to fill.
Section 4: All nominations, either on the slate or from the floor, shall be presented with the consent of the nominee.
Section 5: Along with the slate of officers, the nominating committee shall prepare a list of candidates for positions on the board. The list shall be presented to the board of directors for consideration before the president appoints them.
Section 6: The slate of officers (president, vice president, secretary, treasurer) shall be presented at the May general meeting by the nominating committee and published in the branch newsletter at least two weeks before the June general membership/election meeting. Nominations are considered closed as of the May general meeting.
Section 7: The parliamentarian shall conduct the election at the June general membership meeting in accordance with parliamentary procedure (i.e., Roberts Rules of Order) and the Central Board policies and procedures.
Section 8: At the membership/election meeting in June, the nominating committee chair will announce the candidates, in accordance with parliamentary procedure (i.e., Robert’s Rules of Order) and the central board policies and procedures.
a. The parliamentarian shall give each candidate five minutes to speak to the membership before a voice vote. The parliamentarian will announce the results.
b. In the event that two or more candidates contest a position, the parliamentarian shall conduct an election by written ballot. They shall appoint a teller to distribute, collect and count ballots.
c. The parliamentarian shall give each candidate five minutes to speak to the membership before the teller distributes the ballots.
d. The teller shall tally and the parliamentarian shall announce the results of the voting.
Section 9: The incoming and outgoing officers and directors shall meet within thirty days after the election to affect an orderly transfer of responsibilities. At the September general membership meeting, the incoming president shall introduce the incoming officers and directors.
ARTICLE XII: MEETINGS
Section 1: Except for special meetings, the branch shall have regular meetings throughout the year at a place and time determined by the president.
Section 2: Branch board meetings shall be at the discretion of the president.
a. Board meetings are open to observation by any member of the branch. If a non-board member wishes to speak at a board meeting, the member must file a request with the president with a written notice to the secretary at least 48 hours prior to the scheduled meeting.
b. Board members may invite branch members or outside parties to attend board meetings and engage with discussions during the meeting in order to provide information or other assistance. The president shall be notified prior to the board meeting of any such invitations.
Section 3: Special meetings must be called by the president or three voting members of the board of directors, unless the meeting is a committee or subcommittee meeting.
Section 4: In an emergency, the president may poll the board by telephone or email to handle urgent matters and act according to the majority received by such poll. The board shall affirm the actions of the president at the next meeting.
Section 5: All branch and committee meetings may take place virtually provided all in attendance can see and hear each another. Outcome from those meetings may be communicated or stored virtually.
ARTICLE XIII: QUORUM
Section 1: A quorum for a meeting of the branch board shall be a minimum of three voting members in attendance.
Section 2: Unless otherwise stated in these bylaws, a simple majority of a quorum will determine the outcome of a vote.
Section 3: No quorum is needed for a general membership meeting unless otherwise stated in these bylaws.
ARTICLE XIV: AMENDMENTS
Section 1: Amendments to these bylaws shall require that the proposed amendment be submitted for approval by the board or by written petition of any five (5) branch members in good standing to the board.
a. Proposed amendments shall be published in the next branch newsletter and voted on at the next regular monthly branch meeting.
b. A simple majority of the members present at the meeting is needed to pass the amendment.
c. The amendment shall take effect immediately following the vote, unless otherwise stated.
Section 2: Any amendment to the California Writers Club bylaws or policies and procedures of the CWC Central Board will automatically be included in the San Francisco Peninsula Branch bylaws.
ARTICLE XV: BRANCH ROSTER
Section 1: The branch roster may be used from the state CWC Member Record Management System (MRMS) for mass mailings only when those mailings pertain to the business of the organization, including but not limited to email and paper mail.
ARTICLE XVI: PRECEDENCE
Section 1: In the event of a conflict between this document and the bylaws of the California Writers Club or the policies and procedures of the CWC Central Board, (available at calwriters.org/documents), the state document will supersede this document.
ARTICLE XVII: PARLIAMENTARY PROCEDURE
Section 1: Robert’s Rule of Order (parliamentary procedure) will serve as the governing resource for any issues not specifically covered in these bylaws, in the bylaws of the California Writers Club and the policies and procedures of the CWC Central Board.
Section 2. Virtual communication of all written documents complies with Robert’s Rules of Order.
Section 3: The president may appoint a parliamentarian for the purposes of implementing Section 1.
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Affirmation
Original bylaws adopted by action of the board of directors of the San Francisco Peninsula Branch, and revised bylaws approved on April 10, 2023.
