Proposed Amendments to RWA Bylaws
by Alyssa Day, RWA President
May 6, 2020
As you know, the entire former RWA Board resigned, putting us out of compliance with our bylaws
in terms of our staggered election cycle. We've written these proposed bylaws amendments to fix these issues, adjust eligibility requirements for incoming candidates to better provide RWA with the most qualified Board, and give us flexibility in the date of the Annual General Meeting in case of a pandemic or other extraordinary circumstances.
Please read this carefully and direct any questions to firstname.lastname@example.org
. Thank you.
The Official Notice
On May 5, 2020, the RWA Board of Directors voted in an Action Without Meeting to propose the following amendments of the Romance Writers of America Bylaws to the membership.
The power to amend the Bylaws rests with the membership and may be amended by the affirmative vote of a majority of the ballots cast by General members via electronic message (see Article 21). All voting-eligible members will receive a ballot via electronic message on June 4, 2020. Voting will close June 11, 2020. The vote will be conducted by an outside elections company, Survey & Ballot Systems.
The proposed amendments, as approved by RWA’s attorney, appear in Articles 10, 11, and 12, with additions indicated by underlined text and deletions indicated by struck-through text. Please find the full text below and a summary of the proposed amendments here:
Presented to the membership by Alyssa Day, RWA President, and the RWA Board of Directors.
Proposed amendments add language that provides a means of repopulating the Board of Directors and returning to Bylaws compliance in the event of extraordinary circumstances.
In order to expand the pool of candidates for President and President-Elect, and ensure candidates for those positions and the position of Director-at-Large have relevant organizational experience, the proposed amendments revise the qualifications for President, President-Elect, and Director-at-Large.
The proposed amendment allows for flexibility in the date of the Annual General Meeting in the event of extraordinary circumstances.
ROMANCE WRITERS OF AMERICA, INCORPORATED
(A Texas Nonprofit Corporation)
The name of this corporation (hereinafter referred to as "RWA") is: ROMANCE WRITERS OF AMERICA, INCORPORATED.
Purposes and Limitations
Section 2.1. The corporation is hereby organized for the following purposes:
2.1.1. To advance the professional and common business interests of career-focused romance writers through networking and advocacy and by increasing public awareness of the romance genre and
2.1.2. To carry on such other activities as are permissible for Texas nonprofit corporations exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (“IRC”).
Section 2.2. Notwithstanding any other provision of these Bylaws, RWA shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under IRC Section 501(c)(6) or by a nonprofit corporation formed under the Texas Business Organizations Code, as the same may be amended or supplemented (the “Act”).
RWA shall maintain in the State of Texas a registered office and registered agent at such office, and may have other offices within or without the State of Texas, as shall be determined by the Board of Directors.
Section 4.1. Members. There shall be five classes of membership:
4.1.1. General. General membership shall be open to all persons seriously pursuing a romance fiction writing career. Only General members shall have all rights of membership and only General members shall have the right to vote and the right to hold office in RWA.
4.1.2. Associate. Associate membership shall be open to all other individuals who support the organization and its purposes but who do not meet the requirements for General membership. Associate members shall not have any voting rights or the right to hold office in RWA.
4.1.3. Honorary. Honorary membership shall be awarded at the discretion of the Board of directors. Honorary members shall not have any voting rights or the right to hold office in RWA unless they concurrently hold a General membership.
4.1.4. Charter. Charter membership is available only to those members who were on the membership roster at the time that RWA was incorporated in the State of Texas in 1981 and who have maintained their membership status without interruption since then. Charter members must be either General, Associate, or Honorary members, subject to the qualifications described above.
4.1.5. Affiliate. Affiliate membership shall be open only to booksellers and librarians. Affiliate members shall not have any voting rights or the right to hold office in RWA.
Section 4.2. Membership Eligibility. All individuals who have attained the age of 18 and who agree to accept the purposes of RWA and to faithfully observe and be bound by the Bylaws of RWA shall be eligible to apply for membership. Membership shall not be denied to adults because of race, color, gender, age, religion, national origin, marital status, sexual orientation, disability, or political affiliation.
Section 4.3. Membership Qualification. Application for membership in RWA shall be made through the RWA office pursuant to procedures established by the Board of Directors.
Section 4.4. Voting Rights. Only General members shall be entitled to vote on all matters submitted to a vote of the membership, including, without limitation, the election of Officers and Directors, with each member entitled to one vote on each such matter.
Section 4.5. Communities of Practice: In addition to, and separate from, the membership classifications listed in Section 4.1, the Board may establish Communities of Practice, as needed. Specific Communities of Practice shall be defined in policy.
Section 4.6. The terms of dues, duration, change in classification, termination, and other rights and obligations of membership are set forth in RWA policy.
Section 5.1. Chapter Affiliation. RWA may grant affiliated chapter status to qualifying groups consisting solely of RWA members, pursuant to guidelines and requirements established by the Board of Directors.
Section 5.2. Revocation of Chapter Status. The Board of Directors may suspend or revoke affiliated chapter status from any chapter that fails to maintain the conditions imposed upon affiliated chapters by the Board of Directors. Such decision shall be final and not subject to appeal, although the Board of Directors may establish guidelines and requirements for reinstatement of affiliated chapter status.
Section 6.1. Officers. The Officers of RWA shall consist of a President, a President-Elect, a Secretary, and a Treasurer. All Officers shall be voting members of the Board of Directors and be subject to the direction and oversight of the Board of Directors.
Section 6.2. President. The President shall supervise the affairs of RWA; propose the agenda for, and preside over, all meetings of the Board of Directors and the membership; supervise and provide direction to the Executive Director of RWA; and fulfill any other obligations designated by the Board of Directors.
Section 6.3. President-Elect. The President-Elect shall assume the duties of the President in the event that the President is incapacitated or otherwise unable to perform; preside over all meetings of the Board of Directors and the membership in the absence of the President; and fulfill any other obligations designated by the Board of Directors.
Section 6.4. Secretary. The Secretary shall be responsible for the minutes of all meetings of the Board of Directors and the membership and fulfill any other obligations designated by the Board of Directors.
Section 6.5. Treasurer. The Treasurer shall delegate the management and operation of the day-to-day financial affairs of RWA to one or more employees or contractors of RWA, provided that the financial affairs of RWA shall be managed and operated and all general powers shall be exercised under the direction and control of the Treasurer and the Board of Directors, and fulfill any other obligations designated by the Board of Directors.
Board of Directors
Section 7.1. General Powers. Except as otherwise provided in the Certificate of Formation, the affairs of RWA shall be governed by its Board of Directors. The Board of Directors may exercise all powers of RWA except as otherwise reserved in these Bylaws and the Certificate of Formation of RWA.
Section 7.2. Composition. The Board of Directors of RWA shall consist of the Officers of RWA and 12 Directors-at-Large.
Advisors to the Board
Section 8.1. Purpose. Advisors to the Board shall not be members of the Board of Directors, but shall advise the Board of Directors on issues concerning their constituencies and interests.
8.1.1. Chapter Board Advisor. The RWA chapters shall elect a Chapter Board Advisor, who shall advise the Board on matters involving RWA chapters. Each chapter shall cast one vote in such election.
8.1.2. Communities of Practice Advisors. Each Community of Practice shall elect an Advisor, who shall advise the Board on matters specific to that community of practice.
Section 9.1. General Powers. To the extent provided in the Certificate of Formation of RWA and these Bylaws, the Executive Committee shall have and exercise the authority of the Board of Directors in the management of RWA, provided that the Board shall at all times have the power to amend or invalidate any action taken by the Executive Committee.
Section 9.2. Composition. The Officers shall constitute the Executive Committee and at no time shall fewer than two persons compose the entire membership of the Executive Committee. The President shall chair the Executive Committee.
Removal or Resignation of Officers, Directors, or Advisors
Section 10.1. Automatic Removal. Any Officer, Director, or Advisor who fails to maintain General membership shall be automatically removed from office or as an advisor, without any vote of the Board of Directors.
Section 10.2. Removal for Cause. By the affirmative vote of at least two-thirds of the Board of Directors, any Officer, Director, or Advisor may be removed from office or as an advisor either for failure to attend two consecutive regularly scheduled quarterly meetings of the Board of Directors or for cause, which shall be defined to mean gross misconduct or gross dereliction of duty as a Board Member or Advisor. Any such vote and removal shall occur only following a hearing conducted pursuant to the procedures set forth in the then-most current edition of Robert’s Rules of Order, Newly Revised (and shall, in any event, specifically include the right to 10 days’ prior notice of such hearing and the right to attend, present evidence, and vote at such hearing). Any Officer, Director, or Advisor removed by the Board pursuant to this paragraph shall have the right to appeal to the Board to reconsider such removal within 10 days after the date of such hearing, pursuant to reasonable procedures determined by the Board of Directors and consistent with the then-most current edition of Robert’s Rules of Order Newly Revised.
Section 10.3. Recall. Any Officer or Director may be removed from office by membership recall election. Any Advisor may be removed as an advisor by a constituency recall election.
Section 10.4. Resignation. Any Officer, Director, or Advisor may resign at any time by sending written notice to the President or Executive Director. Any such resignation shall be effective and binding upon receipt or, if a later time or date is specified in such resignation, at such later time or date.
10.5. Vacancies. Except as described below regarding the office of President, any vacated Officer, Director, or Advisor position shall be filled by appointment by the President, subject to the affirmative vote of the Board of Directors, as promptly as reasonably possible. In the event that the office of President is vacant, any vacated Officer, Director, or Advisor position shall be filled by the affirmative vote of the Board of Directors, as promptly as reasonably possible.
10.5.1. Eligibility. Candidates eligible for appointment to a vacant position shall be General members who meet the position requirements as defined in these Bylaws.
10.5.2. Vacant positions with less than one year of term remaining. If, at the time of vacancy, the remaining term of a vacant position is less than one year, then the appointee to such position shall serve the remainder of such term.
10.5.3. Vacant positions with one or more years of term remaining. If, at the time of vacancy, the remaining term of a vacant position is one or more years, then the appointee to such position shall serve until the expiration of the Board or Advisory term that ends immediately after the next general election; in such event, the position shall be included on the ballot for that election if the vacancy occurs prior to the expiration of the election’s designated filing period. If the vacancy occurs after the expiration of the election’s designated filing period (including by reason of the absence of any qualified candidate for that Board position on the election ballot), then the incoming Board shall either reconfirm the appointee or appoint another qualified candidate to the position.
10.5.4. Vacancy in the office of the President. If the office of President becomes vacant, the President-Elect shall assume the office of President, and the office of President-Elect shall remain vacant until the next general election. If at any time both such positions are vacant, the Board of Directors shall appoint a new President (who may but need not be a member of the Board of Directors at the time of appointment), who shall serve in such position only until the expiration of the Board term that ends immediately after the next general election; at the time of such election, the members shall elect a President and President-Elect.
10.5.5. Vacancy in entire Board of Directors. In the event that the entire Board of Directors is vacant, a special election of the membership shall be held as promptly as reasonably possible to fill the vacant Officer, Director, and Advisor positions for the remainder of such terms. In connection with the regular election that shall immediately follow such terms, in order to ensure the staggered terms for Officers, Directors, and Advisors otherwise provided for in these Bylaws, the Board of Directors shall designate terms of differing lengths for the Officer, Director, and Advisor positions subject to election, so as to achieve the staggered terms that would otherwise be provided for by these Bylaws.
Section 11.1. Election Schedule. Elections shall be conducted during the fourth quarter of RWA’s fiscal year. Officers and Directors shall take office and Advisors shall begin serving on the first day of the new fiscal year, subject to any timely filed challenges. The Treasurer shall be elected in even-numbered years. The Secretary shall be elected in odd-numbered years. The terms of Directors-at-Large shall be staggered with six Directors-at-Large being elected each year. The President-Elect shall be elected every year for an effective two-year term, which shall consist of one year as President-Elect and the subsequent year as President.
Section 11.2. Qualifications. In order to be eligible for a Board or Advisor position (whether elected or appointed), a candidate must: (1) have been a General member
for a minimum of five years, with lapses in membership of less than 6 cumulative months for a minimum of five consecutive years, with any lapses in membership being less than six cumulative months in duration; (2) not have a material conflict of interest that would disqualify the person from holding the intended office; (3) not have been found guilty of a to have violated the RWA Code of Ethics violation; (4) not be a publisher, acquiring editor, or agent who actively acquires romance fiction or actively offers representation to writers of romance fiction, as further described in RWA policy. An individual who has served a full term as President is no longer eligible to run for or hold any Board or Advisor positions. Candidates for specific positions must also have the following qualifications:
11.2.1. President. Candidates for President must: (1) have been General members for a minimum of five consecutive years immediately preceding filing for office, with any lapses in membership being less than six cumulative months in duration; (2) be the author or co-author of at least three romance novels published in the past five years as defined in RWA policy; (3) have published or contracted to publish at least one romance novel, as defined in RWA policy, within the two years immediately preceding filing for office; and (4) must have completed one full year of RWA Board service, but cannot have had more than six years of cumulative RWA Board and/or RWA Advisor service. Except in cases of a special election, the President must have served as President-Elect prior to assuming the presidency.
12. President-Elect. Candidates for President-Elect must: (1) have been General members for a minimum of five consecutive years immediately preceding filing for office, with any lapses in membership being less than six cumulative months in duration; (2) be the author or co-author of at least five published romance novels three romance novels published in the past five years as defined in RWA policy; (3) have published or contracted to publish at least one romance novel, as defined in RWA policy, within the two years immediately preceding filing for office; and (4) must have completed one full year of RWA Board service or at least three years of RWA chapter board service in one or more officer positions, one year of which was serving as chapter president, but cannot have had more than six years of cumulative RWA Board and/or RWA Advisor service.
23. Treasurer. Candidates for Treasurer must possess a strong business and financial background.
11.2.4. Directors-at-Large. Candidates for Director-at-Large must have RWA chapter board, RWA chapter committee, or RWA national committee service experience.
35. Advisors to the Board. Candidates for Chapter Advisor (a) must be members of one or more RWA chapters; (b) shall have served as a Chapter President; and (c) within the last six years shall have served as an officer or director on a Chapter Board. Candidates for a Community of Practice Advisor must be members of that Community of Practice.
Section 11.3. Term Lengths and Limitations. An individual may hold only one position on the Board at any time, and no candidate may run for more than one position at a time. Officers and Directors may run for office or an advisory position while serving on the Board. Advisors may run for an advisory or Board position while serving as an Advisor. Terms shall commence on the first day of the fiscal year.
11.3.1. Directors-at-Large, Treasurer, and Secretary. The Directors-at-Large, Treasurer, and Secretary shall hold office for a two-year term. An individual may serve no more than two full terms in any such office. Nothing shall prohibit an individual from seeking a different office following two full terms in office, so long as the cumulative length of Board and Advisor service is no longer than six years (provided, however, that an individual with six years of cumulative Board and Advisor service shall not be disqualified from seeking the office of President-Elect and President).
11.3.2. Advisors. Advisors shall serve a two-year term. An individual may serve no more than two full terms in any such advisory position. An individual who has a cumulative length of Board and Advisor service of at least six years may not serve as an advisor.
11.3.3. President-Elect and President. The President-Elect shall be elected annually and shall serve a one-year term as President-Elect, then immediately following shall serve a one-year term as President.
Section 11.4. Recall Elections. Any member of the Board of Directors may be removed from office by a membership recall election. Any Advisor may be removed as an advisor by a constituency recall election.
11.4.1. Initiation. A recall election shall be initiated by filing a petition for recall with the Executive Director.
11.4.2. Petitions to Recall Officers and Directors-at-Large. Petitions to recall Officers and Directors-at-Large shall be signed by ten percent (10%) of the General members listed on the RWA national membership roster as of the date the petition is filed.
11.4.3. Petitions to Recall Advisors. Petitions to recall Advisors shall be signed by ten percent (10%) of the General Members listed on the RWA national membership roster as of the date the petition is filed who would be eligible to elect such Advisor.
11.4.4. Recall Outcome. Promptly following receipt of a valid recall petition, RWA shall hold a recall election. An Officer or Director shall be removed from office and an Advisor shall be removed from an advisory role if a majority of the eligible recall election votes cast are in favor of the recall. The election results shall be effective immediately.
Section 12.1. Meetings of the Membership.
12.1.1. Annual Meetings. Annual general meetings of the membership shall be held at such time, date, and place as designated by resolution of the Board of Directors, but shall in all possible instances occur on a date in conjunction with the RWA annual conference, for the purpose of transacting any business as may come before the meeting. General members may add any items to the agenda of any such meeting under “New Business.”
12.1.2. Special Meetings. Special meetings of the membership may be called by the President, the Board of Directors, or at least ten percent (10%) of the General members listed on the RWA national membership roster as of the date the meeting is called, by petition signed by such members and delivered to the Executive Director. The Board of Directors shall fix the time, date, and place for all special meetings, provided that a special meeting called by the General membership shall be held not later than 90 days after receipt of a petition properly filed by members.
12.1.3. Record Date. The Board of Directors shall fix the record date for determining the members entitled to vote at any meeting of the members, which record date shall be not more than 60 days prior to the date of the meeting.
12.1.4. Notice. Members shall be notified of all meetings of the membership no less than 30 days prior to the date of such meeting. Each such notice shall include the time, date, place, purpose, proposed agenda, and a proxy form.
12.1.5. Quorum. Members holding one-tenth (1/10) of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the membership.
12.1.6. Manner of Acting. The act of the majority of the members present at a duly called meeting of the membership at which a quorum is present shall be the act of the members, unless the vote of a greater number is required by law, RWA’s Certificate of Formation, or these Bylaws. The members may also act by member vote on any matter, which vote can be conducted by mail or any electronic communication system that the corporation utilizes.
12.1.7. Proxies. At any meeting of members, a member entitled to vote may vote either in person or by written proxy executed by such member, which proxy shall assign voting authority to another voting member or to the duly authorized attorney-in-fact of the member giving such proxy.
a. Proxy forms shall be made available to all voting members at least 30 days prior to any meeting of the membership.
b. All proxy forms, whether prepared by the RWA office or by a member, shall be accepted if they include the assigning member’s RWA number, first and last name, address, revocation date, signature, date signed, and the name and RWA number of the voting member to whom it is assigned.
c. All proxies shall be accepted up until 5 p.m., local time (based on the location of the meeting), on the day prior to any meeting.
d. No proxy shall be valid after 90 days from the date of its execution unless otherwise provided in the proxy.
e. Each proxy shall be revocable.
12.1.8. Minutes. Minutes of each meeting of the membership shall be recorded and shall contain the results of the deliberations of the membership. Within 30 days after the meeting, the minutes shall be submitted to the Board of Directors for approval. Promptly following such approval, the approved minutes shall be available for the membership through electronic publication and messaging by any electronic communication device that the corporation utilizes.
Section 12.2. Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held at such time, date, and place as set by the President. Special meetings of the Board of Directors may be called by the President or by a majority of the voting Directors. The person or persons who call a particular special meeting of the Board of Directors may fix the time, date, and place for such special meeting.
12.2.1. Notice. Each member of the Board of Directors shall be notified of any Board of Directors meeting not less than 10 days before the date of such meeting. Such notice shall include the time, date, place, and proposed agenda for the meeting. The proposed agenda for the meeting shall be made available for the membership through electronic publication and messaging by any electronic communication device that the corporation utilizes no less than 10 days prior to the meeting.
12.2.2. Quorum. A majority of the voting members of the Board of Directors then in office, present in person, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
12.2.3. Manner of Acting. The act of a majority of the voting members of the Board of Directors present at a duly called meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, by RWA’s Certificate of Formation, or by these Bylaws. Each Director-at-Large and each Officer shall be entitled to one vote on matters submitted to vote of the Board of Directors and shall be deemed a voting member.
12.2.4. Meetings by Telephone Conference or Other Remote Communications Technology. Directors may participate in any meeting of the Board of Directors by means of conference telephone or any electronic communications system that the corporation utilizes but only if (i) each Director entitled to participate in the meeting consents to the meeting being held by the means of that system, and (ii) the system provides access to the meeting in a manner or using a method by which each Director participating in the meeting can communicate concurrently with each other participant.
12.2.5. Action without Meeting. As and to the extent provided for in RWA’s Certificate of Formation, any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by the number of Directors necessary to take that action at a meeting at which all of the Directors are present and voting. A notice of an action to be decided without a meeting must be presented to the Board 48 hours before the vote is to begin. If a Director objects to the matter being decided without a meeting, he/she must notify the Board via e-mail within the 48 hours before the vote is to begin. If three Directors object, then the matter must be decided during an in-person, telephone, or electronic meeting. Prompt notice of the taking of any action by Directors without a meeting by less than unanimous written consent shall be given to all Directors who did not consent in writing to the action.
12.2.6. Attendance by General Members. General members shall be allowed to attend all in-person meetings of the Board of Directors as observers but must vacate the Board Room during Executive Session. The cost of attendance shall be borne by the General member.
12.2.7. Minutes. Minutes of each meeting of the Board of Directors shall be recorded and contain the results of the deliberations of the Board of Directors. Within 30 days after the meeting, the minutes shall be submitted to the Board of Directors for approval. Promptly following such approval, the approved minutes shall be available for the membership through electronic publication.
Section 12.3. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Act, RWA’s Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at a meeting shall constitute a waiver of notice of such meeting unless the person attends such meeting solely to object to the transaction of any business on the ground that the meeting was not lawfully called or convened.
Section 12.4. Voting Membership List.
12.4.1. Voting Members List. Not later than two business days following the record date for any meeting of the members, RWA shall prepare a complete and correct alphabetical list of the members entitled to vote as of the record date. The list of members shall state the name and mailing address of each member.
12.4.2. Distribution. A voting member (or a voting member’s agent or attorney) may request in writing or by electronic transmission a copy of the list of voting members solely for the purpose of communication with other members concerning the meeting or elections. The corporation shall send a written copy and/or electronic transmission of the list, whichever is requested, as soon as a request is received. Any member may request and receive both forms of the list.
12.4.3. Fees. A reasonable fee for expenses may be charged to the member for a written copy, but in no case shall fees be charged for an electronically transmitted copy.
12.4.4. Inspection. The list of voting members shall be available for inspection by voting members, or a voting member’s agent or attorney, at RWA’s principal office until the date of the meeting of members. The list of voting members shall be available for inspection by voting members at the annual conference location from the first to the last day of business during reasonable business hours and at all times during the annual general meeting of members.
Section 13.1. Standing Committees. The Board of Directors may establish various committees to carry on the affairs of the association. These Standing Committees shall be listed in the P&PM.
Section 13.2. Special Committees. The Board of Directors may establish special committees and task forces as necessary, with approval by a majority of the Board members voting where a quorum is present.
Employees and Contractors
RWA shall employ a full-time Executive Director who shall be responsible for hiring, supervision, promotion, demotion, termination, and management of all other employees and contractors of RWA, within budgetary guidelines determined by the Board of Directors. The Executive Director shall be supervised by the President under the oversight (and subject to the final authority) of the Board of Directors, and the Executive Director shall at all times have the right to communicate with and seek direction from the Executive Committee and/or the Board of Directors. The Executive Committee shall perform a performance evaluation on the Executive Director annually based on input from the Board of Directors.
Compensation and Reimbursement of Expenses
No Director (except the Executive Director) or committee member shall receive any salary or compensation for his or her services as a Director or committee member; however, RWA may reimburse certain RWA-related expenses incurred by Directors and committee members, as determined by the Board of Directors.
No part of the net earnings of RWA shall inure to the benefit of, or be distributable to, its Officers, Directors, committee members, employees, or other private persons, except that RWA shall be authorized and empowered to pay reasonable compensation for services rendered by employees, contractors, and others, and to make payments and distributions in furtherance of the purposes set forth herein.
Section 17.1. Fiscal Year. The fiscal year of RWA shall be the annual period as established by the Board of Directors.
Section 17.2. Operating Budget. Each year, the Treasurer shall oversee the preparation of and the Board shall approve the RWA operating budget for the ensuing fiscal year. The budget may be amended by the Board of Directors when necessary.
Section 17.3. Contracts. The Board of Directors may authorize any Officer or Officers, or agent or agents of RWA, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of RWA. Such authority may be general or confined to specific instances.
Section 17.4. Financial Audit. The external financial statements of RWA shall be audited annually by an independent certified public accountant or certified public accounting firm who/which shall be determined by the Audit Committee.
Books and Records
RWA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, its Board of Directors, and committees having any of the authority of the Board of Directors. The books and records of account shall be open for inspection by any General member and/or his or her agent at the corporation's principal office during regular business hours.
Limitation of Liability and Indemnification
Section 19.1. Limitation of Liability. The personal liability of any present or former Officer, Director, committee member, and employee of RWA is hereby eliminated to the fullest extent permitted by the Act.
Section 19.2. Indemnification. To the fullest extent permitted by the Act, RWA shall indemnify and hold harmless each Officer, Director, committee member, and employee of RWA against any and all liabilities, costs, and expenses (including attorneys’ fees and expenses) reasonably incurred by such individual or on his or her behalf in connection with any legal action or proceeding to which such individual may be a party by reason of such individual being or having been an Officer, Director, committee member, or employee of RWA, or by reason of any action alleged to have been taken or omitted by such individual in such capacity. Such indemnity shall be effective only in the event that the interested Officer, Director, committee member, or employee provides the Board of Directors, within a reasonable time after the institution of such action or proceeding, written notice thereof. Such indemnity shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, or otherwise. Such indemnity shall inure to the benefit of the heirs, executors, or administrators of each Officer, Director, committee member, or employee. RWA may purchase liability insurance for the indemnity specified above to the fullest extent as determined from time to time by the Board of Directors.
Duration and Dissolution
The duration of RWA shall be perpetual, except that it may be dissolved in the manner provided by the Act; provided, however, that no dissolution of RWA shall be effected unless approved by the Board of Directors and the General membership of RWA as required by the Act. Upon the dissolution of RWA, and after paying or making provision for the payment of all of the liabilities of RWA, all remaining assets of RWA shall be distributed to such tax-exempt organization or organizations as may be determined by the Board of Directors and as otherwise required by the applicable provisions of the Act and the IRC.
The power to amend these Bylaws shall rest with, and may be exercised by, the General members of RWA. Amendments to these Bylaws may be proposed by (i) petition signed by at least two percent (2%) of the General members listed on the RWA national membership roster as of the date the petition is filed or (ii) the Board of Directors (by resolution approved by the affirmative vote of a majority of the voting members of the Board present at a duly called meeting of the Board or by written action without such meeting). These Bylaws may be amended only by either (A) the affirmative vote of a majority of the General members present (in person or by proxy) and voting at a meeting of the membership or (B) the affirmative vote of a majority of the ballots cast by General members in any member vote conducted (by mail, by facsimile transmission, by electronic message, or by any combination of those methods). Notice and text of any proposed Bylaw amendments shall be delivered to the Executive Director of RWA at least 120 days prior to the date of such meeting or other vote and sent to each General member of RWA at least 30 days prior to the date of such meeting or other vote. The Board of Directors may amend these Bylaws (without vote of the General members) only to correct or classify ordering, wording, and punctuation as long as the meaning and intent of these Bylaws are not altered.
Section 22.1. Governing Law. All questions with respect to the construction of these Bylaws shall be determined in accordance with the applicable provisions of the laws of the State of Texas.
Section 22.2. Headings. The headings of these Bylaws are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify, or place any construction upon any of the provisions of these Bylaws.
Section 22.3. Severability. All provisions of these Bylaws are severable. If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the Bylaws shall remain in full effect.
Section 22.4. Parliamentary Authority. All RWA Board, membership, and committee meetings shall be conducted according to the rules of parliamentary procedure set forth in the then-most current edition of Robert’s Rules of Order Newly Revised, to the extent that such parliamentary procedures do not conflict with applicable law, the Certificate of Formation of RWA, and these Bylaws.