NAME AND PURPOSE
Section 1.01. Name. The name of the organization is STORYMAKERS, Inc.
Section 1.02. Purpose. The Corporation is organized for providing charitable and educational purposes of promoting literacy, expanding author networking relationships, and organizing conferences and events for the education and good of the general public.
Section 2.01. Classes. There shall be only one class of member: Individual.
Section 2.02. Qualifications. Membership may be granted to any individual who is a member of the LDS church, supports the mission and purposes of the organization; is a traditionally published author, Whitney finalist or winner, an author who has a signed contract with a publisher or who is represented by a literary agent, or an indie author who meets the below-listed criteria, or who meets other standards determined by the Board of Directors; and who pays the annual dues set by the Board of Directors. Criteria for indie-authors:
1. Had a professional edit of the qualifying book
2. Self-published your book, either in print, ebook, or audio format. Book must be minimum 50K words for an adult book, or 20K words for a children's book. Pictures books will be considered on a case by case basis.
3. Made $250 net profit on the sale of your book, either in print, ebook, or audio format or a combination of the three
Section 2.03. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member after an appropriate hearing, and may, by a majority vote or those present at any regularly constituted board meeting, terminate the membership of any member who becomes ineligible. Reasons for ineligibility that lead to termination or suspension of the member include: being in default in the payment of dues, becoming a publisher or an employee of a publisher, being excommunicated from the LDS church, or making defamatory or derogatory remarks about the LDS church.
Section 2.04. Resignation. Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
Section 2.05. Dues. Annual dues for members shall be established by the Board of Directors.
Section 2.06. Voting Rights. The membership shall be entitled to vote on all matters submitted to a vote of the membership. Each member shall have one vote.
AUTHORITY AND GOVERNANCE OF BOARD OF DIRECTORS
Section 3.01. Authority of Directors. The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Corporation by law.
Section 3.02. Number, Selection, and Tenure. The Board shall consist of not less than eleven (11) members. Each director shall hold office for a term specified by the nature of the position. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by either a majority vote election or appointment by the board, depending on the particular vacant position. Secretary and At-large members are elected. Membership, Communications, and Finance directors are appointed. A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of that director’s predecessor in office. If there are fewer than three months remaining in a director’s term when the position is filled, the period may be extended to fill the following term as well.
Section 3.03. Resignation. Resignations are effective upon receipt by the Secretary of the Corporation of written notification.
Section 3.04. Regular Board Meetings. The Board of Directors shall hold at least twelve (12) regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine and shall be made known to the general membership in advance. A minimum of 50% of the members present in person or by proxy shall constitute a quorum for transaction of business at a board meeting.
Section 3.05. Special Meetings. Special meetings may be called by the Chairperson or at the request of at least two (2) directors by notice whether by mail, telephone, or an email to each member of the board not less than forty-eight (48) hours before such meeting. Meetings shall be at such dates, times and places as the Board shall determine and shall be made known to the general membership in advance.
Section 3.06. Quorum. A quorum shall consist of a majority of the Board attending in person or through teleconferencing, forum chat, and/or email. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.
Section 3.07. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors, may be taken without a meeting if all the members of the Board consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board.
Section 3.08. Participation in Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 3.09. Committees. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least two (2) persons, which may include non-Board members. The Board may make such provisions for appointment or election of the director of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Corporation.
Section 3.10. Applications and Appointments. For the three board positions that are appointed, at least the chairman of the board and three (3) other members must be present in the selection and approval process. Each member of the board shall have one (1) vote and decision shall be made by the majority.
Section 3.11. Reimbursement. Chair, Chair-Elect, Membership, Communications, Whitney, Secretary and At Large Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation's business are allowed to be reimbursed with documentation and prior approval. Conference Co-chairs and Finance Director may receive a stipend at the discretion of the board.
DESCRIPTION OF TERMS AND DUTIES OF THE BOARD OF DIRECTORS
Section 4.01. Officers. The officers of the Corporation shall be a Chairman, a Chair-Elect, a Secretary, Finance Officer, Memberships Director, Communications Director, Conference Chairs, Whitney Chairman, and two At-Large positions. If an assistant is appointed by an officer of the board and joins the board as a convenience, the number of votes for that department will not change and the director or officer will have the power to appoint the assistant to vote in their stead.
Section 4.02. Appointment of Officers; Terms of Office. The Board of Directors will ask for applications for those offices which are appointed, and a vote will be called for the three elected offices when a vacancy occurs. Applications and elections may be called for at any meeting of the Board of Directors.
Terms of office may be established by the Board of Directors, but shall not exceed two (2) years with the exception of the Finance Director, which can be extended yearly at the discretion of the board. Officers shall hold office until a successor is duly elected or appointed. Directors in the positions of Secretary, Membership, At-Large, and Communications (which are one-year terms) may apply for a second term in the same position in the same calendar year but not to exceed two (2) years. The BOD would vote on whether or not to accept the request to serve an additional year. If the request is not granted by the BOD then that position is open for appointment or election.
Section 4.03. Resignation. Resignations are effective upon receipt by the Secretary of the Board of a written notification.
Section 4.04. Removal. A director may be removed (after an appropriate hearing) by the majority vote of the Board of Directors at a meeting, or by action in writing pursuant to Section 3.08, whenever in the Board’s judgment the best interests of the Corporation will be served thereby. Any such removal shall be without prejudice to the rights, if any, of the person so removed.
Section 4.05. Chairman. The Chairman shall be the director of Storymakers Inc. and will preside at all meetings of the Board of Directors. The Chairman shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors. This is a one year term.
Section 4.06. Chair-elect. The Chair-Elect shall be a director of the Corporation and will preside at meetings of the Board of Directors in the absence of or request of the President. The Chair-Elect shall perform other duties as requested and assigned by the President, subject to the control of the Board of Directors. Chair-elect is a one-year term to be followed with a year as Chairman of the Board.
Section 4.07. Secretary. This board member’s responsibilities would include, but not be limited to, being responsible for making and posting agendas with pertinent discussion items, and keeping and posting minutes for all Board of Directors meetings as well as recording the history of the group. This is an elected position with a one-year term with a possible one-year renewal, subject to Board approval.
Section 4.08. Finance Chair. This board member’s responsibilities would include, but not be limited to, being responsible for coordinating all matters of finance related to Storymakers with the help of the finance committee. This is an appointed position for a two-year term which can be extended at the discretion of the board.
Section 4.09. Communications Chair. This board member’s responsibilities would include but would not be limited to, being responsible for coordinating all public positioning of Storymakers, including the group website, newsletters, blogs, social networking, interactions with the press, etc. This is an appointed position with a one-year term.
Section 4.10. Membership Chair. This board member's responsibilities would include but would not be limited to, determining eligibility of persons requesting membership, inviting and/or adding new members to the group email lists, verifying payments and dues as pertaining to membership, maintaining a current list of members, removing members from the group if warranted, and answering questions about membership. This is an appointed position with a one-year term.
Section 4.11. Conference Committee Chairs. The Conference Committee Chair is responsible for coordinating all aspects of the annual Storymakers Conference with the help of a committee. This is a specialty position and is a two-year term. This is a rotating position with two Chairs at a time. At the discretion of the Board a third chair may be added to the Utah Conference Committee but only two votes may be held by the joint Committee Chairs.
Section 4.12. Whitney Committee Chair. The Whitney Award Committee Chair is responsible for coordinating all aspects of The Whitney Awards with the help of a committee not to exceed seven members. Policy and Procedure for the execution of award-related tasks are determined according to the Whitney Award Bylaws (available at www.whitneyawards.com).
The Whitney Award President manages the finances for The Whitney Awards, and, with committee, plans and executes The Whitney Award Gala each year. In the event that a non-Storymaker is Whitney President, there must be two Storymakers on the committee, one of whom will be appointed by the BOD to be the Whitney representative and a voting member of the board. The Whitney President and all committee members for that year are ineligible to win a Whitney Award. This is a specialty position with a one- to two-year term as determined by the Whitney President.
Section 4.13 At-Large Members. These board members’ responsibilities would include, but not be limited to, being responsible for bringing any ideas or concerns from the general membership to the board and serving as a direct liaison between the board and membership. These board members would work closely with the secretary to make sure that agenda items and minutes are available for any general member to view. This is an elected position with a one-year term. Upon their request, and Board approval, at-large members may extend their term for a second year.
Directors are also Officers of the Corporation and direct the day-to-day operations of the Corporation as part of their duties.
Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
Section 6.01. Establishment. The Board of Directors may establish one or more committee.
Section 6.02. Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the Board of Directors.
Section 7.01. Fiscal Year. The fiscal year of the Corporation shall be June 1 - May 31 but may be changed by resolution of the Board of Directors.
Section 7.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
Section 7.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation.
BOOKS AND RECORDS
Correct books of account of the activities and transactions of the Corporation shall be kept at the designated office of the Corporation. These may or may not include a minute book, but which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the members and approval by the Board of Directors, provided prior notice is given of the proposed amendment change with an opportunity for feedback before any action is taken.