NWBW Bylaws

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National Women Bowling Writers
Teaching the Scribe Sharing the Experience Heralding the Excellence

BYLAWS
NATIONAL WOMEN BOWLING WRITERS, INC.
Updated April 25, 2005

ARTICLE I

SECTION 1.

The name of this corporation is National Women Bowling Writers Association, Inc., hereinafter referred to as NWBW.

SECTION 2.

Principal office and registered agent:

The address of the initial principal office of this corporation is 5301 South 76th Street, Greendale, Wisconsin 53129.
The name of the registered agent of this corporation is: James B. Burns, 5454 South 76th Street, Greendale, Wisconsin 53129.
The principal place of business of this corporation is 5301 S. 76th Street, Greendale, Wisconsin 53129.
The board of directors may provide a corporate seal to be used by causing it or a facsimile thereof to be impressed or affixed wherever deemed necessary.
The fiscal year of this corporation shall begin on the first day of August each year and end on the last day of July in the next calendar year.

ARTICLE II

PURPOSE

The purpose of this organization shall be to bring together in an atmosphere of friendliness and cooperation those who write professionally and non-professionally about the game of American Tenpins; to honor outstanding publications and published articles by the members with an awards program; to foster the exchange of information and the circulation of data, story material and features for publication in the various areas represented among professional and non-professional writers.

ARTICLE III

MEMBERS

SECTION 1.: An applicant for membership in NWBW must be a member of United States Bowling Congress or Canadian Tenpin Federation. However, upon proper application, current members of NWBW may renew their membership even if they no longer hold national membership.
SECTION 2.: Charter Membership shall be held by those writers who were present at the organizational meeting in 1948.
SECTION 3.: A nominee for Life Membership shall have been president or secretary of the NWBW. Nominations for Life Member may be made only by the board of directors by a 2/3 vote of the members present and voting, and only after the nominee has left office. The nomination shall be submitted to the membership at the next annual meeting for approval. Such memberships shall be for recognition of outstanding service to the organization for a minimum of twelve years, of which five shall have been in the position of president or secretary and shall carry with them the privilege of voice at board meetings and voice and vote at annual meetings.
SECTION 4.: A nominee for Member Emerita shall be or shall have been a member of the association and shall have rendered outstanding service to the organization for a minimum of twelve years. Nominations for Members Emeritae may be made only by the board of directors by a 2/3 vote of the members present and voting. If the nominee is a current member of the board of directors, the nomination may be made only after the nominee has left office. The nomination shall be submitted to the membership at the next annual meeting for approval. Such memberships shall be for recognition of outstanding service to the organization and shall carry with them the privilege of voice at board meetings and voice and vote at the annual meeting.
SECTION 5.: Membership dues are payable annually in advance and shall cover a period of one year from August 1 through July 31. Members who have not paid dues by November 1 shall be considered in arrears and shall be dropped from the membership roll until dues have been received. Annual dues shall be $12.00 per member. Life Members and Members Emeritae shall be exempt from paying dues.

ARTICLE IV

OFFICERS AND BOARD OF DIRECTORS

SECTION 1.

The business and affairs of this corporation shall be managed by its board of directors, which shall consist of the officers and directors.

SECTION 2.

Officers and directors shall be elected at the Annual Meeting for three year terms, according to the following staggered system:

President, Third Vice President, Director No. 1, Director No. 4;
First Vice President, Treasurer, Sergeant-at-Arms, Director No. 2;
Second Vice President, Secretary, Director No. 3, Director No. 5.

Protest to any election must be made prior to adjournment of the meeting at which the election occurred.

SECTION 3.

To be eligible for nomination as secretary, treasurer, or director, the candidate must have been a member of NWBW for a minimum of five years and shall have attended at least two annual meetings during the past five years. To be eligible for nomination as president, vice president or sergeant-at-arms, the candidate must have served as a member of the board of directors for a period of not less than one term at the time of nomination. The meeting at which nomination is made may be included for eligibility.

SECTION 4.

When there is more than one nominee, a ballot vote shall be taken and a majority vote shall elect. If a majority vote is not reached on the first ballot, the candidate having the lowest vote total shall be dropped from the list of candidates and voting continued until a candidate receives the required majority. If there is only one nominee on the ballot, a voice vote may be taken.

SECTION 5.

The president shall preside at all meetings; appoint committees, both standing and special; sign all warrants and verify the bank balance monthly; authorize mail ballots to voting members if necessary; and perform such other duties as pertain to the office. The president shall be ex-officio member of all committees except the nominating committee.

SECTION 6.

The vice presidents, in their order, shall assist the president and perform such other duties as may be required.

SECTION 7.

The secretary shall be the custodian of the corporation records; shall keep a complete record of all meetings; shall issue membership cards for dues; shall keep an accurate record of all memberships; and shall promptly perform all duties required of her by the board of directors; and shall be ex-officio member of all committees except the nominating committee.

SECTION 8.

The treasurer shall keep a complete record of all funds of the corporation; shall deposit all monies in a bank which is a member of, and whose deposits are insured by, the Federal Deposit Insurance Corporation or Federal Savings and Loan Insurance Corporation, in the name of the corporation; shall issue checks authorized by warrants signed by the president; and shall promptly perform all duties required of her by the board of directors.

SECTION 9.

The sergeant-at-arms shall assist the president and perform such duties and assignments as may be required.

SECTION 10.

The directors shall perform such duties as are assigned by the president.

SECTION 11.

Officers, directors and committee chairmen shall be reimbursed for expenses incurred. Extraordinary expenses shall be approved by the board of directors.

SECTION 12.

If the office of the president becomes vacant, it shall be filled by the vice presidents in the order of their titles providing they meet the eligibility requirements set forth in Section 3 of this Article. If this is not possible, the board of directors shall appoint a president at its next meeting. The appointee shall hold that position for the unexpired term of office. The president, with the approval of the board of directors, shall fill a vacancy in other offices and directorships. The appointee shall hold the position for the unexpired term of office.

SECTION 13.

The board of directors shall hold its meeting preceding the annual membership meeting at a time and place designated by the president.

SECTION 14.

Two officers and three directors shall constitute a quorum for the transaction of business at a board of directors meeting.

ARTICLE V

MEETINGS

SECTION 1.: The annual meeting of the membership shall be held each year at the time of the United State Bowling Congress annual meeting. It shall be open to all members, including Charter Members, Life Members and Members Emeritae.
SECTION 2.: Two officers, three directors and twenty members shall constitute a quorum for the transaction of business at the annual meeting.
SECTION 3.: Robert's Rules of Order, Newly Revised, shall govern the proceedings of all meetings when not inconsistent with these bylaws.

ARTICLE VI

COMMITTEES

The president shall appoint the following standing committees: audit, budget, legislative. The nominating committee shall be appointed by the president with the approval of the board of directors. The duties and functions of these committees shall be prescribed in the procedure manual. The board of directors, by its policy, will authorize creation of and have control of appointments to special committees.

ARTICLE VII

OFFICIAL INSIGNIA

SECTION 1.

The official insignia shall be the quill and inkpot.

SECTION 2.

Official insignia pins cast in gold and silver may be worn by members to denote their membership status as follows:

Charter members may wear the gold pin with chain and "48" attached.
Members who are classified as professional for contest purposes may wear a gold pin.
Members who are classified as nonprofessional for contest purposes may wear a silver pin.

ARTICLE VIII

AWARDS

Special awards and contest awards may be presented as directed by the board of directors.

ARTICLE IX

AMENDMENT TO THE BYLAWS

These bylaws may be amended by majority vote of the members present and voting at the annual meeting. Proposed amendments from NWBW members shall be submitted to the secretary prior to November 1 preceding the annual meeting, however, the legislative committee shall have until December 1 to submit amendments. All amendments shall be distributed to the members in the March issue of Knows for News.

ARTICLE X

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1.: Contracts - The board of directors may authorize any officer or officers or agents to enter into any contract or execute and deliver any instruments in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances.
SECTION 2.: Loans - No loans creating indebtedness of this corporation shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the board of directors. Such authorization may be general or confined to specific instances.
SECTION 3.: Checks, Drafts, Etc. - All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of this corporation shall be signed by such officer or officers, agent or agents of this corporation and in such manner as from time to time may be determined by or under the authority of resolution of the board of directors.

ARTICLE XI

INDEMNIFICATION OF DIRECTORS OR OFFICERS

SECTION 1.: Indemnification by Corporation - Subject to the conditions set forth in Section 2 hereof, this corporation shall indemnify all of its directors, officers, employees or agents, or former directors, officers, employees or agents or any person who may have served at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against reasonable expenses (including attorney's fees), settlement payments, judgments and fines, actually and reasonably incurred by them in connection with the defense of any action, suit, proceeding or threat or claim of such action, suit or proceedings, no matter by whom brought, or in any appeal in which they, or any of them, are made parties, or a party, by reason of being or having been a director, officer or employee shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty in this corporation, unless, and only to the extent that, the court in which action or suit was brought shall determine, upon application, that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
SECTION 2.: Conditions - In the absence of an adjudication which expressly absolves the director, officer, or employee, or, in the event of a settlement, each director, officer and employee shall be indemnified hereunder only if it is determined that the director, officer or employee (1) acted in good faith and in a manner such director, officer or employee reasonable believed to be in or not opposed to the best interests of this corporation; (2) with respect to any criminal action or proceeding, had no reasonable cause to believe her conduct was unlawful; and (3) was not guilty of negligence or misconduct in the performance of duty to this corporation. Such determination shall be made: (1) by the board of directors by a majority vote of directors who were not parties to such action, suit or proceeding; or (2) by independent legal counsel in a written opinion; or (3) by members of this corporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of this corporation and, with1respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was lawful.
SECTION 3.: Rights Hereunder Not Exclusive - The rights of any such director, officer, or employee to indemnification shall inure to the benefit of heirs, executors and administrators. Such indemnification shall not deem exclusive of any other rights to which the persons so indemnified may be entitled under law, agreement, vote of the members of this corporation or otherwise. It is the intent that all persons hereby authorized to be indemnified by this corporation be indemnified as fully and completely as may be allowed under the Statutes of the State of Wisconsin or under any other applicable rules or principles of law and under all circumstances and conditions.
SECTION 4.: Advance Payment Expenses - Expenses, including attorney's fees, incurred in defending a civil or criminal action, suit or proceedings may be paid by this corporation in advance of final disposition of such action, suit or proceeding if authorized by a majority of the non-interested directors or by members of this corporation upon receipt of an undertaking by or on behalf of the director, officer or employee to repay such amount unless it shall ultimately be determined that the director , officer or employee is entitled to be indemnified by this corporation as authorized by these bylaws.
SECTION 5.: Insurance - This corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of this corporation, or is or was serving at the request for this corporation as a director, officer or employee of another corporation, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of status as such, whether or not this corporation would have the power to indemnify such person against such liability under the provisions of the Article XI.