By-Laws and Guidelines/Definitions (2012)

ARTICLE I    Name

 This organization is known as the Military Writers Society of America, and is sometimes referred to herein and elsewhere as MWSA

ARTICLE II    Board of Directors

The Board of Directors shall consist of nine members (President is the Chairman, Past-President serves one term as Board Member, the Founder as a Permanent Board Member and six elected members).

1. Eligibility requirements―must be an active and current dues paying member, Charter member or lifetime member (for more than one year).
2. Board members shall serve a three-year term and be elected by a majority of votes cast by eligible members. Term commences the day following the annual meeting.
3. Vacancies shall be filled by a majority vote of the board, with recommendation of the President of MWSA.
4. Board members with more than three absences from board meetings, and or for nonfeasance or malfeasance shall be removed.
   1. The President will call a meeting of the board and present the case for dismissal.
   2. The individual in question shall have the opportunity to present their case and a vote will be taken.
   3. A simple majority is required to remove or dismiss the issue.

Article III Officers

 MWSA officers consist of the President, Vice President, Treasurer and Secretary.      

1. Each elected by a majority vote of eligible members they will serve a three year term.
2. The President may be removed for ethics violations, clear demonstrations of misuse of authority and non-conformance to Bylaws.
   1. The process required to do so follows:
   1. The Vice President:
   1. must call a meeting of the entire board/officers
   2. present the specific charges/incidents,
   3. the President then presents his/her side
   4. a two-thirds majority of the entire Board is required for removal. 

Section IV Miscellaneous

1. The President with the support of the Board may appoint committee chairs and or consultants.
2. A minimum of quarterly meetings must be held (Telephone, email or online chat room) and once per year conferences which will provide a state of the organization meeting and voting for BoardMembers as terms expire.
3. Voting―A majority of board members constitutes a quorum. If a quorum does not exist no formal actions can be taken.
4. Conflict of Interest―Board Members with a conflict for whatever reason of any item before the board must recuse themselves.
5. The fiscal year commences on January 1 and ends on December 31of the same year.
6. The bylaws may be amended by a two-thirds vote of the Board Members at any meeting provided a quorum exists.
   1. Proposed changes must be provided to and receipt acknowledged by each Board Member one week prior to the vote.
   2. Changes to the bylaws will go into effect at the end of the current term of the current President.
   3. Motions pass with a simple majority (quorum required) of Board members present.
7. 1. Dissolution Clause: Upon the dissolution of the corporation or the organization, the Board of Directors or Governing Staff shall, after paying or making provisions for the payment of all of the liabilities of the corporation or organization, dispose of all assets of the corporation or organization in such manner, or to such organization(s) organized and operated exclusively for charitable purposes as shall at the time qualify as an exempt organization(s) under section 501 © (3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Directors or governing staff shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office is then located, exclusively for such purposes as the Court shall determine, which are organized and operated for such purposes.

 Guidelines and Definitions

1. Voting Members―Charter, Lifetime, Active Dues, and Honorary Members.
   
   1. Charter Member―Member in good standing prior to January 1, 2006
   2. Lifetime Member―Member who has paid the Board a set sum for life membership.
   3. Active Member―a member who pays dues yearly and is not in arrears
   4. Honorary Members―someone who has received special recognition for a service to MWSA and who is considered a full member with all rights for the term of the
      recognition.
   1. Any officer or Board member can recommend someone for Honorary Membership
   2. Honorary Membership creation requires Board approval by simple majority.
2. Non-Voting Members―Associate and Inactive members
3. 1. Associate―Partners, service providers
   2. Inactive―any member whose dues are in arrears, reinstatement occurs when dues are made current.
4. Voting Members must have served in the military (past or present), or be an immediate  family member or be an active writer of military related books and or articles that are not politically negative or disparaging toward the military.
5. Expulsion―Can occur for plagiarism, false representation, or any unethical or disruptive behavior. Dues prorated by quarter will be returned to the member who is asked to leave. The highest ranking Officer present is responsible for removing the disruptive member and taking appropriate steps to ensure the safety and comfort of remaining members.
6. Dues―Dues are set by the Board of Directors and Officers and are payable one year in advance.  
7. It is our intention to remain a non-political organization. Neutrality is key to our efforts as leaders, and in any of our speeches, magazine, periodicals and articles that we write as representatives of MWSA. Violations of this are clear grounds for expulsion from the organization.
8. Award Exclusion Guidelines/Rules―
9. 1. Officers are excluded from submitting books for awards during their term of office. 
   2. Board Members may enter books into the awards process if:
   1. They do not participate in the reviewing or awards judging process in the genre of their submission (fiction/nonfiction/artistic/poetry/music/etc.),
   2. Serve on the committee responsible for determining the judging criteria and/or selecting winners in a particular contest that is separate from existing MWSA book process.
   3. There is no other conflict of interest or perception of conflict involved. (Example, officer/board member’s family member, co-author, publisher, editor, or someone with a close personal relationship like a mentor must recuse themselves from serving on the judging/reviewing committee for the award/genre in question―or the officer/board member must not participate.)
   4. If a Board Member’s submission to a given contest or award in a given genre is questioned by any member or outside entity, the President will appoint an independent member Committee to evaluate the specific situation and make a recommendation to the Board.
   1. The person in question may not vote on a solution
   2. The President will not vote but will preside and implement the decision of the Board.
10. If a guideline/rule or change in the bylaws is voted on by the board and passes, it does not go into effect until the then presiding President leaves office.
11. Cash awards separate from existing book award program.  
12. 1. A special independent committee of three to five members will be set up to define criteria and method of administration.
    2. Members serving on the committee cannot have a book entered in that year’s award cycle.
13. Eligibility for office―One must be a voting paid-up dues member for over one year. Non-voting, Honorary, and Associate members are not eligible to hold any office.
14. 1. Duties of Officers:
    1. President 
    1. acts as chief executive officer of MWSA
    2. guides the future course of the organization,
    3. sets strategic direction in cooperation with the board,
    4. appoints an unbiased individual to oversee voting in elections,
    5. makes determination whether a quorum is present,
    6. consults with board on policy matters,
    7. acts in concert with board decisions,
    8. presides over all board meetings.
    9. manages MWSA operations
    10. decides how MWSA resources will be used,
    11. represents MWSA at all events,
    12. may delegate duties when assistance is required,
    13. acts as the welcoming officer at Annual Meeting,
    14. participates in expulsion actions,
    15. is responsible for content and structure of MWSA events and meetings,
    16. appoints membership secretary, regional directors, committee chairs, and other non-officer, non-board positions as deemed necessary,
    17. procures services of outside businesses such as printers, producers, videographers, event planners, etc.,
    18. Is responsible for the production and distribution of the Dispatches magazine
    2. Vice President.
    1. reports to and assists the President as directed,
    2. maintains close relationship with and awareness of current and outstanding MWSA business so as to provide continuity of management during absences of the President,
    3. presides at meetings during President’s absences,
    4. attends Board meetings as a voting member,
    5. succeeds the President if he/she is removed, resigns or becomes incapacitated,
    6. in concert with President, responsible for decisions regarding use of MWSA resources,
    7. is responsible for annual anthology and Open Mic activities.
    8. reports to the President
    3. Treasurer.
    1. assists in conducting elections including vote tabulation with an appointed election committee totaling at least three members in good standing,
    2. attends board meetings as a voting member,
    3. maintains custody of membership dues and accurate records thereof,
    4. receives all monies in connection with MWSA business and keeps accurate count of
    5. makes deposits of all MWSA funds in the MWSA bank accounts,
    6. receives bank statements and reconciles same,
    7. issues appropriate receipts where required,
    8. reviews and audits all invoices, bills and claims for reimbursement for reasonableness and conformance for accurate validation and payment,
    9. refers to the President any invoices, bills or claims requiring special approval,
    10. pays bills.
    11. maintains books of account on a monthly accounting basis
    12. sends out timely notices of unpaid dues, notifies the President and Member Secretary of those who are delinquent
    13. reports to the President
    4. CorporateSecretary
    1. Responsible with Treasurer to ensure that MWSA relationship with governments, both state and federal, are correct and up to date. Including: 
    1. Tax reporting
    2. Nonprofit status
    3. Governance
    4. takes, compiles and prepares board meeting minutes
    5. responsible for making available minutes, bylaws, roster and other MWSAdocuments
    6. attends board meetings as a voting member
    7. performs other duties/services as directed and appropriate for the position
    8. countersigns or authenticates official MWSA documents as required
    9. plans annual conference with support of other officers
    10. reports to the President
    5. Board Members.
    1. responsible for the management of the organization and have all the power and duties conferred by law
    2. attend board meetings as scheduled or called by the President or any three Directors.
    3. May give a proxy to another Board Member
    6. Membership Secretary(an appointment non-officer position) 
    1. maintains the membership rolls,
    2. receives notice of and records dues payments
    3. enters all new member data
    4. updates the rolls weekly and once per week forwards updated copies to the President, Vice President, Founder, Treasurer, Lead Reviewer
    7. Lead Reviewer responsible for managing the review function which includes:
    1. training reviewers and judges
    2. assigning books to be reviewed to the appropriate reviewer
    3. maintaining an informative relationship with authors with respect to review and awards program
    4. approving and posting reviews to the MWSA website
    5. process scoresheets and determine AOM, BOM, & Quarterly Reading List.
    6. process scores at end of season and determine books nominated in each category
    7. sets up a volunteer committee to assign books to judges, manages the selection of judges for the awards process
    8. process scores, rank, and forward results of judging to president for confirmation (by Lead reviewer & President) and announcement.
    9. work with president on long range policies and issues relating to reviews and awards.
    10. prepare awards, certificates, and medals for distribution at conference -- and manage award ceremony.
    8. Extended leadership/functional committees― permanent committees will perform activities necessary for MWSA to function efficiently and to serve the needs of the membership. The President will appoint the Committee Chairs who will then solicit volunteers to perform assigned tasks in support of the mission of the committee.  These committees consist of:
    1. PR Committee
    2. Social Networking Committee
    3. Strategic Partnering Committee
    4. Reading List Committee
    5. William E. Mayer Committee
    6. Writing as Therapy
    7. Journalism
    8. Music
    9. Korean War Award Committee
    10. Advertising/Sponsorship Committee
    11. Play Resources/Promotion Committee
    12. Webmaster/Web Committee
    13. Conference Committee
15. Elections.
16. 1. Are held every three years and results announced at the annual conference and then in Dispatches.
    2. The process:
    1. If there is no Conference, the President using the Dispatches mailing list (revised to eliminate non-voting individuals on the membership roll) emails those eligible on August 1^st or the first Monday.
    1. Voting will take place online.
    1. All those eligible to vote will have ten days to access online system and vote.
    2. The webmaster will set up an email address to direct results to the Committee Chair, Treasurer,and one appointed member.
    3. Votes tallied and reported to the President for announcement.
    2. If there is a Conference, voting will end on the Saturday of the Banquet. 
    1. Same process for online voting prior to the conference.
    2. A computer will be available for voting at the event.
    3. Both online voting and voting at the event will end on Saturday night of the Banquet at 6pm. 
    4. Votes will be tallied and the results announced at the State of the Organization meeting on Sunday Morning of the Conference.
       
       
       
       

       MILITARY WRITERS SOCIETY OF AMERICA

       CONFLICT OF INTEREST POLICY

        

       ARTICLE I    PURPOSE

        The purpose of the conflict of interest policy is to protect Military Writers Society of America (hereinafter referred to as MWSA), a tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of MWSA or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

        

       ARTICLE II    DEFINITIONS

        1.   Interested Person

       Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

        

       2.   Financial Interest

       A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

       a.   An ownership or investment interest in any entity with which MWSA has a transaction or arrangement.

       b.   A compensation arrangement with MWSA or with any entity or individual with which MWSA has a transaction or arrangement, or

       c.   A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which MWSA is negotiating a transaction arrangement.

        

       Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

        

       A financial interest is not necessarily a conflict of interest.  Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

        

       ARTICLE III    PROCEDURES

        

       1.   Duty to Disclose

       In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

        

       2.   Determining Whether a Conflict of Interest Exists

       After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining board or committee members shall decide if a conflict of interest exists.

        

       3.   Procedures for Addressing the Conflict of Interest

       a.   An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

       b.   The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

       c.   After exercising due diligence, the governing board or committee shall determine whether MWSA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

       d.   If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in MWSA's best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

        

       4.   Violations of the Conflicts of Interest Policy

       a.   If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

       b.   If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

        

       ARTICLE IV    RECORDS OF PROCEEDINGS

        

       The minutes of the governing board and all committees with board delegated powers shall contain:

       a.   The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.

       b.   The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

        

       ARTICLE V    COMPENSATION

        

       a.   A voting member of the governing board who receives compensation, directly or indirectly, from MWSA for services is precluded from voting on matters pertaining to that member's compensation.

       b.   A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from MWSA for services is precluded from voting on matters pertaining to that member's compensation.

       c.   No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from MWSA, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

        

       ARTICLE VI    ANNUAL STATEMENTS

        

       Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

       a.   Has received a copy of the conflicts of interest policy.

       b.   Has read and understands the policy,

       c.   Has agreed to comply with the policy, and

       d.   Understands MWSA is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

        

       ARTICLE VII    PERIODIC REVIEWS

        

       To ensure MWSA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  The periodic reviews shall, at a minimum, include the following subjects:

       a.   Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.

       b.   Whether partnerships, joint ventures, and arrangements with management organizations conform to MWSA's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

        

       ARTICLE VIII    USE OF OUTSIDE EXPERTS

        

       When conducting the periodic reviews as provided for in Article VII, MWSA may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.