05/19/2013

 
Bylaws

of

EPIC Group

Established September 2012

Edmonds, WA 98020

Article I

Name

The legal name of this body shall be EPIC Group, herein knows as EPIC or the 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, herein known as the 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 Board is responsible for setting the agenda for the general membership meetings, leading the Organization throughout the year, and establishing committees.

Section 2 - Officers: The Board shall be comprised of five Officers (President, Secretary, Treasurer, Vice President and Second Vice President).

Section 3 - Nominations and Elections: Individuals shall be nominated by the Nominating Committee (chaired by the Vice President) and presented to the Executive Board for approval. The Board shall then present the nominations to the general membership at the November Annual Meeting for voting. All Members in Good Standing are encouraged to submit their nominations to the Nomination Committee. A roll call, voice, written and/or secret ballot election system may be used for any Organization elections.

Section 4 - Terms: The terms for each Board position shall be one year, January to December. Within two weeks after an election, incoming and outgoing Officers will meet to transfer knowledge and ensure a smooth transition. Former Officers must provide complete and accurate information, records, and finances to another Board member.

Section 5 - Term Limits: Officers may be elected to the Executive Board for three consecutive terms, at which point s/he must sit out for one term before being nominated again for an Officer position.

Section 6 - Removal and Vacancies: An Officer may be removed if s/he is not a Member in Good Standing (see Article VI), and the same process for removal shall be applied (see specifically Article VI, Section 5). An Officer leaving the Board for any reason must immediately provide all relevant EPIC records, passwords, bank account access, and documents to another Officer. A vacancy in any office is to be filled by a person nominated by the Executive Board and presented to the general membership for approval. An Officer elected mid-year shall hold office until December 31 of that same year.

Article V

Officers’ Duties

Section 1 - President: The President shall preside over the general membership and Executive Board meetings. The President will break voting ties and will help steer the Organization to further the Purpose during his or her time of service. The “vision” of the President shall be inward to the administrative management of EPIC, and outward to the engagement of the community.

Section 2 - Vice President: The Vice President shall run meetings when the President is not available. The Vice President shall be Chair of the Nominating Committee.

Section 3 - Second Vice President: The Second Vice President shall step in for the Secretary and/or Treasurer when they are not available.

Section 4 - Secretary: The Secretary shall 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 Bylaws and any other corporate documents. The Secretary shall maintain copies of all newsletters, committee minutes (submitted by committee Chairs), and historical documents that pertain to the ongoing business of the Organization.

Section 5 - Treasurer: The Treasurer is responsible for managing all funds of the Organization, and must keep accurate financial records, including receipts, to back up every transaction. S/he shall receive and issue receipts, and shall deposit all monies in the name of the Organization in the financial institution selected by the Executive Board. The Treasurer shall prepare accurate and timely financial reports to be presented at all general membership and Executive Board meetings. The Treasurer shall send notices to all members regarding the payment of annual dues.

Section 6 - Directors: The Organization may choose to have Directors named as consultants to the Board, holding non-voting positions on the Executive Board. If Directors are also Board members, they shall be voted on by the general membership. The following Directors are suggested:

(a)  Membership and 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 Membership and Auditing Director may hold a position on the Executive Board.

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

(c)  Grants and Fundraising Director: If the Organization has a Grants and Fundraising Director, then s/he may assist in determining which grants and fundraising projects to take on. The Grants and Fundraising 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 - Calendar: The Organization’s fiscal and events calendar shall run from January 1 to December 31. Executive Board Officers shall be elected at the November general membership meeting. EPIC membership dues are due January 1 and shall be paid by January 31.

Section 2 - Members: Membership is open to any and all dues-paying individuals who support the Purpose of this Organization. Individuals who have paid their dues are considered Members in Good Standing and may vote at general membership meetings.

Section 3 - Dues: All individuals who wish to participate in meetings and have voting privileges shall pay annual dues to the Organization. The Executive Board shall set the dues. Dues are collected for the sole purpose of carrying out the Purpose of the Organization and are payable January 1. To remain a Member in Good Standing, dues must be paid in full by January 31. New members joining mid-year shall pay full price. Dues are payable to the Treasurer and are not refundable should a member choose to leave the Organization.

Section 4 - Donations and Other Contributions: Periodically, members may be asked to donate to various projects approved by EPIC members. These are voluntary payments and are not considered dues. Members are also encouraged to volunteer their time on fundraising and other activities, and to serve on committees.

Section 5 - 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. A motion to remove a member may be placed before the general membership, whose vote shall go to the Executive Board for final approval. The decision by the Executive Board to remove a member shall be final.

Article VII

Meetings

Section 1 - Executive Board: The Board shall meet monthly on the second Monday at noon at a location agreed upon by the Officers. Other meetings may be called as required. There will be no regularly-scheduled meetings in July, August, or December. There shall be at least three Officers present to make a quorum and all votes shall be binding. An Officer may be considered present if s/he is there in person, by speaker phone, or through live video. Submitting a proxy vote in writing or by email is allowed. Meeting times and locations may be changed without amending these Bylaws.

Section 2 - General Membership:

(a)  The members of EPIC shall meet monthly on the third Monday at 11:30 at the Edmonds Library (location is open to change). There will be no regularly-scheduled meetings in July, August, or December. Meeting times and locations, including the Annual Meeting, may be changed without amending these Bylaws.

(b)  Each year, the November meeting shall be considered the Annual Meeting, during which Officer elections shall take place.

(c)  Agenda items for all general membership meetings may include, but are not limited to, budget review, Bylaw amendments, Board and other committee reports, and a review of the event schedule.

(d)  Only Members in Good Standing shall be allowed to vote on EPIC business; however, guests, speakers, and interested parties may also be in attendance.

(e)  A quorum of at leave five Members in Good Standing must be present in order for voting to take place or business to transact. Decisions will be made by majority vote, with the President’s vote settling any tie.

Article VIII

Committees

Section 1 - Committee Chairs: The President shall assign Committee Chairs as needed. The Chair of each Committee shall file notes or minutes with the Secretary and other committee members within one week of each committee meeting.

Section 2 - Committee Members: Chairs are responsible for assigning members to their respective committees from among Members in Good Standing.

Section 3 - List of Committees:

(a)  Audit Committee: This committee will be Chaired by the Vice President, who shall appoint two members to assist in the annual review of all financial records and reports. The Vice President shall make a report of findings at the general membership Annual Meeting in November.

(b)  Contest Committee: This committee shall set the policies and criteria for contests to be held by EPIC Group. Each year, a proposal (including budget) shall be submitted to and approved by the Board prior to the contest being announced. Progress reports may be provided at any general membership meeting and, in addition, the Chair shall make a report at the Annual Meeting in November.

(c)  Events Committee: This committee shall establish community and cultural events sponsored by EPIC Group. For each event, the committee shall submit a proposal (including budget) to the Board for approval. Progress reports may be provided at any general membership meeting and, in addition, the Chair shall make a report at the Annual Meeting in November.

(d)  More committees may be created as necessary.

Article IX

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 Officers acting on behalf of the Organization, provided those Officers have followed the Standard of Conduct rules in the Washington State Nonprofit Laws.


Article X

Conflict of Interest

The Organization shall have a Conflict of Interest policy kept on file with other corporate documents.

Article XI

Bylaw Amendments and Rules of Assembly

These Bylaws may be altered or amended by an affirmative vote of the majority of Executive Board members following a vote of the proposed Bylaw changes by the general membership. Outside of these Bylaws, Robert’s Rules of Order Newly Revised is the standard by which this Organization transacts business.

Accepted:

___________________________________________                       ____________________

Janette Turner, President                                                               Date

___________________________________________                       ____________________

Judith Works, Vice President                                                        Date

___________________________________________                       ____________________

Edward (Ed) F. Davis, Second Vice President                           Date

___________________________________________                       ____________________

Kim Votry, Secretary                                                                        Date

___________________________________________                       ____________________

Dianne O’Connell, Treasurer                                                        Date

 

11/13/2012

 
This is a draft of By-Laws. If you are interested in forming our bylaws, come to our next meeting 11/19/12,
1:00 p.m. at Red Twig.

By-Laws of EPIC Group (draft) Established September 2012 Edmonds WA 98020

Article I.
Name: The legal name of  this body shall be EPIC Group, herein known as EPIC or the 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.

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.

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 NonBoard Positions: The Organization may choose to have the following NonBoard 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.

(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. 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. 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.

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.

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 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 Director, 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.


Accepted:




____________________________

____________________________


 


 

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