Article
I.
Name: The legal name of this body shall be EPIC Group, herein known as
EPIC or the Organization. (Why not “Group” instead of “Organization”?


Article II.
Purpose: The purpose of EPIC shall be to support those who
create, communicate, and connect through cultural and artistic endeavors,
especially the literary arts.

Article III.
Affiliations: The
organization shall seek to develop and maintain a cooperative affiliation with

local, national, and international community and civic businesses and
  organizations as deemed appropriate by the Executive Board.

Article

IV.
Executive Board and Officers

Section 1: Executive Board
Responsibilities: The Executive Board may determine the organization objectives

and community events' calendar of EPIC, major projects including, but not
  limited to publishing books or securing venues, and shall manage the
  month-to-month operations of the Organization. The Executive Board is
  responsible for setting the agenda of the annual membership meeting, arranging
  that annual meeting, leading the organization throughout the year and
  establishing committees within the general membership of the Organization.


Section 2: Executive Board Meetings: The Executive Board shall hold
regularly scheduled meetings. Executive Board members may also meet outside of
regular Organization meeting times.

Section 3: Executive Board Quorum:
At any Executive Board meeting, there must be present at least the President (or
Vice President), Secretary, and Treasurer, or the Second Vice President in place
of the Secretary or Treasurer. If the Executive Board consists of more Officers,
there must be a quorum to vote
and to conduct business on behalf of EPIC.
 Sorry can’t remove the dash
above

Section 4: Virtual Presence: A member may be considered present if
s/he is there in person, by
speaker phone, or through Skype (or other live
video method). Proxy voting by signed written vote is possible.

Section
5: Members: The Executive Board of EPIC shall be comprised of at least 3
officers (President, Secretary, and Treasurer) and may include a Vice President
and Second Vice President.

Section 6: Terms: The terms for all Executive
Board members shall be one year from the day
after their elections. Within
two weeks after the election, former and incoming Executive Board members will
meet to transfer knowledge and ensure a smooth transfer to the new Executive
Board. Former Executive Board members are obliged to provide complete and
accurate information, records and finances, and assist with the transfer.


Section 7: Terms Limits: Executive Board members can be elected to the
  Executive Board for three
(3) consecutive terms, at which point s/he must
sit out for one (1) term before being nominated for an Executive Board
position.

Section 8: Removal: An Executive Board member may be removed if
s/he is not a Member in Good
Standing (Article IV). The same process as in
Article IV applies. Any Executive Board member removed from office must
immediately provide all relevant EPIC records, passcodes, bank account access,
and documents to a Board member in good standing.

Section 9: Vacancies: A
vacancy in any office because of death, resignation, or otherwise is to
be
filled by a person nominated by the Executive Board at a special meeting.


Articles V. Officers' Duties

Section 1: President: The President
shall preside over the monthly and annual meetings, and Executive Board
meetings. The President will break voting ties and will help steer the
Organization to further the mission as much as possible during the time of
service. The

‘vision’ of the President will be
inward to the administrative management of

EPIC
and outward to the engagement of the

Community.



Section 2: Vice President. The Vice President will run meetings when the
  President is not available at a regularly scheduled meeting, or not able to
  accept the duties of office.

Section 3: Second Vice President. The
Second Vice President will step in for the Secretary and Treasurer, when they
are not available at a regularly scheduled meeting, or not able to accept the
duties of office. Just to be clear: the 2nd VP only substitutes for
the secy and/or teasurer??

Section 4: Secretary: The Secretary will
oversee recording and maintaining the minutes of the Organization’s meetings,
and will send out the minutes within a week after a meeting for corrections and
additions. The Secretary is responsible for maintaining a copy of the most
up-to-date by-laws and any other organization policies and procedures in order
to clarify questions about these documents if they arise.
The Secretary
shall maintain copies of all newsletters, and historical documents that pertain
to the ongoing business of the Organization. The Secretary will pass along these
documents immediately upon transfer of the office to a newly elected Secretary.


Section 5: Treasurer: The Treasurer is responsible for managing all
funds of the Organization. S/he shall receive and issue receipts for monies due
and payable to the Organization from any source and deposit all monies in the
name of the Organization in the financial institution selected by the Executive
  Board. The Treasurer shall have the duty to keep and maintain the financial
  records of the organization and collect, deposit, administer and expend the
  same as authorized by the vote of EPIC, and send notices regarding the
  organization's dues. The Treasurer will prepare accurate and timely financial
  reports to be presented to all members at every regularly scheduled membership
  meeting and all Executive Board meetings. The
Treasurer is responsible for
assuring that EPIC’s financial records are kept neatly filed and secure. The
Treasurer is accountable for all expenditures of the Organization and must keep
good records, including receipts, to back up every transaction. The Treasurer
shall maintain the banking records of the Organization and pass them along
immediately upon transfer of the office to a newly elected Treasurer.


Section 6: Possible Non-Board Positions: The Organization may choose to have the
following Non-Board Positions, or any others as deemed useful to the
  Organization:

(a) Membership& Auditing Director: If the Organization
has a Membership and Auditing Director, then s/he
may oversee voting,
membership recruitment, and auditing of all books and records. The M&A
Director may hold position on the Executive Board. Don’t understand the
combination of membership and auditing. I think we need a membership director
but an audit committee.

(b) Events & Activities Director: If the
Organization has an Events & Activities Director, then s/he may assist the
Creative Director and Managing Director in establishing and holding events and
activities. The E&A Director may lead some or all of the events and
activities, and may hold a position on the Executive Board.

(c) Grants
& Fundraising Director:
If the Organization has a Grants &
Fundraising Director, then s/he may assist the Creative Director and Managing
Director in determining which grants and fundraising projects to take on. The
G&F Director may apply for grants and take the lead on fundraising, and may
hold a position on the Executive
Board.

Article VI. Membership


Section 1: Who Can Join: Membership is open to any and all dues-paying
members in good standing
who support the Purpose and Mission Statement of
this Organization.

Section 2: Voting Membership: Only persons who meet
the definition of “members in good standing” as determined by the Organization
under Section 3 may vote in Organization business.

Section 3: Member in
Good Standing: All persons who have requested to join EPIC, who support the
Purpose of the Organization, and who have paid their dues in full or meet
alternative requirements of service as approved in meeting minutes will be
considered members in good standing.

Section 4: Removal of Membership: A
member may be removed for failing to support the “Purpose of
the
Organization.” Such failure may include, but is not limited to: illegal, cruel,
harassing or unethical acts, including plagiarism. The decision of an EPIC
Hearing Panel of five or more members as to what constitutes a “failure” to
  support the “Purpose of the Organization” must not be made lightly, and any
  appeal will be to the Executive Board, whose decision will be final.


Section 5: Procedure For Removing a Board Member or Officer: When deemed
  appropriate, a board member or officer may be removed for the same reasons as
  in Section 4 by majority vote at a regularly scheduled meeting where the item
  was placed on the written agenda distributed at least two weeks prior to said
  meeting.

Article VII. Dues

Section 1: September Dues. All members
will be required to pay dues annually, prorated on a September to June
(10-month) ‘term,’ although summer events are encouraged. Don’t understand the
last clause – what difference do summer events make to dues? Or rephrase that
the normal term in Sept to June even tho’ there may be some events in
July/August.  Dues are collected
for the sole purpose of carrying out the mission of the Organization. Voting
membership shall lapse if dues are not paid by the 15th of September for
continuing members. Individuals whose dues are not kept current may continue

their participation in EPIC’s community events in non-voting guest or
  participant status.

Section 2: Amount of Dues: Dues will be kept low so
as to encourage as many members as possible. The
Executive Board shall
determine the amount of the dues.

Section 3: Payment of Dues: New
members will pay dues on a full-term basis. This seems to contradict Section 1
above – it talks about pro-rata. Dues are payable to the Treasurer and are not
refundable should a member choose to leave the Organization during a
term.


Dues for continuing members shall be payable to the Treasurer by the
first day of September each year. Annual dues for Executive Board members are to
be paid on or
before
the 1st of September of each calendar year, or before the
first regular business meeting of each year, or as determined by the Executive

Board.

Section 4: Other Monetary Donations to the Organization:

Periodically, members may be asked to donate to other projects proposed and
  voted on by EPIC membership. These are voluntary payments and are not
  considered dues. What about paying for courses. The preceding says to me that
  we won’t have anything unless the members vote on it but last afternoon we
agreed to put on some courses without asking them.

Section 5: Other
Contributions to the Organization: Members are encouraged to serve on a

committee and also contribute two or more hours of service annually in
  fundraising activities.

Section 6: Who Pays Dues:
Dues are
collected from all voting members of the Organization every year. Members are
expected to pay dues as set by the Executive Board, or perform reasonable,
assigned duties instead of paying dues. Should be combined with Section 1. Do we
really want to let members work off their dues when we have Section 5 above?


Article VIII.
Meetings

Section 1: Executive Board
Meetings:
The Executive Board shall meet monthly (during 10 month season) as part of the
Membership Meetings, or as called upon by the Managing Director and President.
Executive Board meetings may be held the 2ndThursday of each month, September
through May, at a location determined by the Managing Director and President.
This schedule may be changed by a majority vote of the Executive Board.


Section 2: Special Meetings: Special Meetings of the Executive Board may be
  called by the President with a seven-day notice.

Section 3:
Annual
Meeting: EPIC will hold an annual meeting for general members on a date
  specified by the Executive Board. Agenda items for the annual meetings may
  include, but are not be limited to, election of the Executive Board, a
  Treasurer’s Report, Committee Reports , and an Event Schedule proposal. Only

members in good standing will be allowed to attend the annual meeting;
however special speakers and presenters may attend at the invitation of an
Executive Board member.

Section 4: Quorum at Membership Meetings: The
Organization requires that at least five members who are in good standing with
the Organization should be present at any regularly scheduled or annual meeting
in
order for votes to take place or business to transact.

Section 5:
Nominations: The slate of nominations for Executive Board members will be made
by the Nominating Committee, headed by the the First? Vice President, and
approved by the Executive Board, who will then present the nominations to the
members at the annual meeting for voting in November. Members in good standing
are encouraged to participate and nominate themselves.

Section 6:
Elections: A roll call, voice, written and/or secret ballot election system may
be used for any Organization elections. Election of the Executive Board may take
place at a regularly scheduled meeting in November of each year for all
positions.

Section 7: Majority Vote Rules: All Organization business is
transacted using a voting system called Majority Vote, which means the winning
candidate or resolution received at least one more vote than the next candidate
or resolution on the ballot. The President’s vote will settle any tie.


Section 8: Who Can Vote: In order to vote on Organization business, members must
be a member in
good standing (VI, 3).

Article IX.
Committees


Section 1: Committee Chairs: The President assigns the Committee Chairs as
  needed. The Chair of each
Committee shall file notes and or minutes with
the Secretary within one week of each committee
meeting in order to maintain
the efficacy of the progress of each committee.

Section 2: Committee
Members: Committee Chairs are responsible for assigning members to their

respective committees from among members in good standing.

Section 3:
Quorum for Other Committees: The quorum responsibility for other EPIC committees
shall be three members.

Section 4: Audit Committee: Audit Committee.
This committee will be made up of the Membership
& Auditing  (?),President,
and Treasurer. The Audit Committee will review all the checks, bank

statements, check signatures, receipts, deposits, etc. for the entire fiscal
  year, and make a report of their findings at the Annual Meeting.


Article X
Indemnification: EPIC is an organization intended to promote
cooperation and collaboration between
creative people. Provided there are
funds available, EPIC will seek to obtain and maintain insurance that offers
indemnity to Directors and Officers acting on behalf of EPIC, provided the
Director or Officer at issue has followed the standard of conduct rules in the
Washington State Nonprofit Laws.

Article XI
Conflict of Interest: The
Organization will have a Conflict of Interest policy kept on file with the
Articles of Incorporation and the By-laws.

Article XII.
By-Law
Amendments / Alterations and Rules of Assembly: These By-laws may be altered or
amended by an affirmative vote of the majority of Executive Board members.
Outside of these By-laws, Robert's Rules of Order Newly Revised is the standard
by which this Organization transacts business.





Article
XIII


Dissolution:


Upon
Dissolution, net assets, if any, after all obligations of the Group
(Organization) have been discharged, shall be distributed as
follows:



Here’s
what the FEL has: Remaining general funds may be distributed by the Board to
appropriate non-profit organizations that are organized for tax emempt purposes
in accordance with the relevant provisions of the U.S. Internal Revenue Code and
consistent with the purposes for thich the Group is organized.


 


 


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