Bylaws Amendments FAQ

Background

Some questions have arisen since the proposed amendments to the Bylaws were made available to the membership. We have created a FAQ to address concerns. If you have other questions about the proposed amendments to the Bylaws, please e-mail them to the Board.

 

Why is the Board making these changes? What are the benefits?

The primary reason for proposing changes to bylaws is to make sure the organization is responsive and not a Titanic that can’t turn quickly. 

Attorneys and association experts recommend:

Keep your bylaws flexible. (www.Venable.com)

Some associations write their bylaws like massive policy manuals. This can make it very difficult for the board and the association to move forward. Your association should put the details of their policies into a policy manual leaving the bylaws as a concise and easy to navigate document.

 

What is happening to the Published Authors Network (PAN), PRO, and Chapter Liaisons? Will those positions cease to exist if the proposed amendments are adopted? Will the duties of the Liaisons be assigned to and carried out by the 12 at-large board members?

Liaisons are not being removed from Bylaws per the proposed amendments. Instead, they will be designated Advisors rather than Directors. According to Texas law, Directors are voting members of the Board. Liaisons do not vote since they represent various constituencies. Since their roles are to represent specific constituencies, they do not have the same fiduciary responsibilities for the organization as a whole. They also do not qualify for the same level of protection as Directors, so the attorney advised us it was better to make it clear that the Liaisons serve as Advisors and not as Directors.

 

Why do the proposed amendments allow the President to vote?

Per Roberts Rules of Order, if the chair of a board meeting is a member of the assembly, the chair has the right to vote on all matters. RWA’s President is a member of the assembly. Roberts recommends the president abstain except when his/her vote will break or create a tie, but abstaining is his/her choice. If this change to the Bylaws passes, the task force will recommend that the Board place in policy a suggestion that the president abstain except when his/her vote will break or create a tie. But again, he/she should have the right to cast a vote if he/she so chooses.

 

What effect will the amendments have on PAN & PRO?

Communities of Practice (CoP) serve members who share a common interest in developing practices in a specific field. Considering the speed at which most industries (including romance publishing) are changing, it stands to reason that CoPs should be as fluid as possible. An organization should be able to add or delete communities in order to reflect changes within the organization or industry.

Specifically, with regard to the proposed amendments, once all members have cycled through “proof of serious pursuit,” voting members will be classified by the type of proof they submitted. In order to have voting rights, members must prove they are published or they must submit evidence of serious pursuit (in the form of manuscript/s).

No one is recommending that PAN or PRO be changed or deleted, but thinking long range, members should be aware of the possibility that members may be better served by CoPs that are more focused by interest than PAN and PRO are. Without amendment, RWA would be required to continue segmenting members in these broad categories rather than by interest or need. At this time, there are no plans to change either CoP or how their Liaisons serve. If the proposed amendments are approved, RWA will simply be more nimble and able to adapt to an industry that is changing very quickly.

 

Does this put PAN, PRO, and any other Communities of Practice a future Board wishes to form (or disband) strictly in the hands of the Board?

It does. But remember: the Board is comprised of members elected by the membership and is responsive to member concerns and input. The Liaisons are necessary to advise the Board on matters pertaining to PAN or PRO, and the same would apply to new Communities of Practice that may be formed in response to changing industry conditions and/or membership needs in the future. 

 

Do the proposed amendments give more power to the Executive Committee?

No. Everything in Section 9.1–9.2 is pretty much verbatim moved from the former 10.1 and 10.1.1. The effect is the same—with the exception that the new Bylaws establish that the only committee with Board authority is the Executive Committee.

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.

Policy requires the Executive Committee to notify the Board of any actions taken within seven days. Bylaws have never stipulated that the Executive Committee must notify the Board of its actions.

 

It appears that the proposed amendments will allow agents, editors, and others who are involved in acquiring manuscripts to be General members, as long as they also claim that they write. So they will now have a vote in elections?

Yes. It seems contradictory to the purpose of RWA to deny General membership to individuals who can prove serious pursuit of a romance writing career simply because he/she is also an editor, publisher, or agent. The industry has changed. RWA has many members who must wear multiple hats in order to earn a living.

 

An editing error, corrected, regarding Membership Qualifications.

Membership qualifications are spelled out earlier in the section (4.1 all subsections), so having the term "membership qualification" in 4.4 was an oversight. A housekeeping provision will be put in place to delete the words "membership qualification" so it will read as follows:

Section 4.6.  The terms of membership qualification, dues, duration, change in classification, termination, and other rights and obligations of membership are set forth in RWA policy.

 

What if I don’t agree with all the proposed amendments? Should I vote against adopting the amended Bylaws?

For voting purposes, we will break the Bylaws down into the various proposed amendments, but we hope you seriously consider the value in these proposed amendments. The Bylaws Committee and Task Force have spent a combined nearly two years working on this, with significant input from RWA’s attorneys, and we believe this is the best possible approach.

 

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