AWP Articles of Incorporation & Bylaws

The following are the current and proposed amended Articles of Incorporation & Bylaws of AWP .

Current AWP Articles of Incorporation & Bylaws

These articles of incorporation were filed with the State of Virginia in October 2, 1986.

Current AWP Articles of Incorporation

We hereby associate to form a non-stock corporation under the provisions of Chapter 10 of title 13.1 of the Code of Virginia and to that end set forth the following:

  1. The name of the corporation is Associated Writing Programs.*
  2. The purpose or purposes for which the corporation is organized are:
  3. a. To establish a clearing house to place writers more usefully and profitably in the main stream if literary educations.
    b. To build a new publishing and reading community within the academic community among the academic multitudes; and
    c. To support and define the master of fine arts degree as a terminal degree for those whose primary and long-term commitment to letters is a commitment to writing and its relevant disciplines.

    All activities and purposes of said corporation are to be limited to the educational aspects of teaching and writing English.

  4. Membership of the Associated Writing Programs* shall be composed of the following:
  5. a. Program memberships which shall comprise writing programs of colleges or universities which pay such dues and meet such qualifications as may from time to time be established by the Board of Directors. For purposes of voting each program membership shall be represented by those faculty who are currently teaching writing in the program holding such a membership. The names of such faculty shall be certified to executive secretary by the respective program membership at the time of paying dues and shall be subject to verification by the executive secretary. Each person qualifying as a faculty member of program holding membership shall be entitled to one vote at the meeting of the members.
    b. Individual memberships which shall  comprise persons who pay such dues and meet such qualifications as may from tie to time be established by the Board of Directors. Each individual membership shall be entitled to one vote at meetings of the members.
  6. There shall be not less than 6 or more than 21 directors with each director to serve for a 3 year period and the periods to be staggered so that in any one year approximately 1/3 of the Board will be newly elected by the membership. All board members will be elected at meetings of the membership held annually.
  7. The post office address of the initial registered office of the corporation is  Norfolk,Virginia [Name and address of superceded, initial registered agent withheld.]
  8. The number of directors constituting the initial Board of Directors is 10 active members and ‘ex-officio members and the names and addresses of the persons who are to serve as the initial directors are:
  9. Rita Dove
    Ed Ochester
    Francois Camoin
    Reginald Gibbons
    Jonathan Holden
    Carolyn Kizer
    Linda Pastan
    Hilda Raz
    Irene Skolnick
    Ellen Bryant Voigt

    Ex-officio members:

    Tony Ardizzone
    David Milofsky         

    [addresses withheld]

    October, 1986

    * The name of our association was changed by an amendment to Association of Writers & Writing Programs on January 29, 2003.


    Current AWP Bylaws

    Article I

    Members

    Section 1. Qualifications. The members of Association of Writers & Writing Programs (AWP) shall be composed of the following:

    a.) Institutional memberships, which shall be composed of writing programs of colleges and universities that pay dues and meet such qualifications as may, from time to time, be established by the Board of Directors. For purposes of voting, each program membership shall be represented by those writing faculty currently teaching in the program, including full-time faculty, part-time faculty, and adjuncts. The names of such faculty shall be certified to the executive director by the respective program membership at the time of paying dues, and shall be subject to verification by the executive director. Each person qualifying as faculty of a program holding membership shall be entitled to one (1) vote in ratifications and elections as specified in Article II.

    b.) Individual memberships, which shall be composed of persons who pay such dues and meet such qualifications as may, from time to time, be established by the Board of Directors. Each individual membership shall be entitled to one (1) vote in elections, in ratifications and elections as specified in Article II, with the exception that persons who are included in a program membership as faculty cannot also vote as individual members.

    c.) Affiliate memberships, which shall be composed of community colleges, junior colleges, literary conferences, community literary centers, and other organizations that pay dues and meet such qualifications as may, from time to time, be established by the Board of Directors. For purposes of voting, each institution or center shall be entitled to one (1) vote in ratifications and elections as specified in Article II.

    Section 2. Membership Meetings. There shall be an annual meeting of the corporation on a date and at a time and place designated by the Board of Directors for the presentation of the annual reports of officers and any standing committees. This meeting shall take place in conjunction with the Annual Conference. Special meetings of the members may be held whenever called by the Board of Directors.

    Section 3. Notice of Membership Meetings. A written or printed notice of any meeting of the members stating the place, day, hour, and purposes thereof, shall be given by the executive director, or, in the case of death, absence, incapacity, or refusal, by a person designated by the Board of Directors, at least ten (10) and no more than sixty (60) days before the date of the meeting to each individual, institutional, or affiliate member and to each representative of each program membership by mailing such notice, postage prepaid, directly to the member, at the member’s last recorded address on the book of the corporation. In the case of the scheduled annual meeting of the corporation, such notice shall be deemed to be given by announcement of the meeting in The Writer’s Chronicle, mailed to all members, providing such mailing falls within the dates specified above. No notice shall be required if every member entitled or a member’s attorney waives such notice in writing filed with the records of the meeting either before or after the meeting.

    Section 4. Quorum. Ballots in elections and bylaws votes must be postmarked and addressed to the current AWP office address by 5:00 p.m. on the due date marked on each ballot. All members shall cast their votes by the announced date, according to procedures specified in Article II, or have that vote automatically assigned, in proxy, to the Board of Directors, who will cast them in accordance with the wishes of the majority of the members voting, thus insuring a quorum. The intention of this action is to guarantee—not circumvent—the wishes of the membership.

    At all meetings of members, three-fifths of all the members shall constitute a quorum for the transaction of business, in person or by duly executed proxies. No proxy shall be valid unless given within sixty (60) days of the meeting at which it is exercised. Except as elsewhere provided in these bylaws, all matters shall be decided by a majority of votes cast. Less than a quorum may, however, adjourn or dissolve a meeting which has been called in accordance with the bylaws.

    Article II

    Board of Directors

    Section 1. Number, Election, and Terms. The AWP Board of Directors shall be composed of no fewer than eleven (11) nor more than twenty-one (21) members serving four-year terms. Directors shall be composed of the following:

    a.) Five board members elected by Program Director’s Council by Region, with one board member elected to represent each of the following regions:

    Northeast
    Midwest
    Southeast
    West
    Pacific West

    These regions represent roughly equivalent numbers of institutional members. At the board’s discretion, a state may be reassigned to a neighboring region in order to maintain equitable representation for each region.

    AWP will solicit nominations from program directors in the regions where board vacancies occur. Program directors may nominate anyone in a member program (program director, faculty, or student) whom they wish to be their representative. Each nomination must be seconded in writing by an additional program director of the nominee’s region. Mail-in ballots will be sent to each program.

    No more than one board member may come from the same institution. However, a board member representing a region and institution may serve out his or her four-year term if he or she moves to another region and institution.

    b.) Five board members elected by individual membership. Individual members, including faculty, students, representatives of presses, journals, literary centers or organizations, and affiliate members will be eligible and encouraged to run in this category. Nomination must be made by board members or members and must be seconded in writing. Election will be by mail-in ballot to the individual membership.

    c.) Appointed board members. The board may appoint from zero (0) to ten (10) board members. Individuals will be appointed, as needed, for their expertise in a field not sufficiently represented on the board. Appointed members may include, but are not limited to the following: former board members; the immediate ex-president of the board; experts in fiscal, fundraising, or legal matters; representatives of insufficiently represented constituencies within the board such as minorities, students, publishers, literary center directors, or affiliate members.  

    d) Host institution/AWP liaison. There shall be one host institution liaison at the institution at which AWP maintains its national headquarters. The liaison shall be a member of the full-time faculty of the creative writing program of the host institution, and shall be appointed by the board in consultation with the host institution. The host institution/AWP liaison shall serve a four-year term, which may be renewed at the discretion of the board in consultation with the host institution. The liaison has voting rights.
    Section 2. Rotation of Elections. To initiate the structure of AWP’s governance as it is defined in these bylaws, and to insure thereafter both the continuity of governance and the renewal of its leadership, regional representation will be established through a rotation of the types of elections. In 1997, regional elections will take place in the Pacific West, Midwest, and West regions; in 1998, regional elections will take place in the Southeast and Northeast regions; in 1999, individual membership elections of three (3) directors will be held; in 2000, individual membership elections of two (2) more directors will be held. This rotation of elections by region and types of membership will continue in subsequent years.

    Section 3. Vacancies. In the event that a vacancy occurs for any cause in the Board of Directors, the Board of Directors (or the remaining directors, although less than a quorum) may, by majority vote, fill such vacancy for the unexpired term. Any director so appointed to fill such vacancy shall hold office until a successor is elected and qualified by the members.

    Section 4. Removals. Any director may be removed for or without cause by a majority vote of the membership of AWP.

    Section 5. Meetings of the Board of Directors.
    a.) The Board of Directors must meet, or convene a full board telephonic conference call, quarterly to review the budget.

    b.) At the close of each spring board meeting, newly elected board members will take office and outgoing board members will have completed their terms. At that time the newly constituted board will elect its officers and appoint committees.

    c.) Any other regular meetings of the Board of Directors may be held at such time and place as may be fixed by the Board of Directors. Either the president or any three (3) members of the board may call special meetings of the board by giving written notice to the executive director.

    d.) Any member of AWP has the right to attend regular meetings of the Board of Directors.

    e. ) The president of the Board of Directors reserves the right to call executive (i.e. closed) sessions of the board in such circumstances as she or he deems appropriate. These executive sessions shall be for the purpose of conducting sensitive business, including but not limited to the review and evaluation of personnel.

    Section 6. Notice. Notice of all regular meetings of the Board of Directors, stating the time and place, shall be given to each director orally or by mailing a copy to the director’s residence or usual place of business at least five (5) days before the meeting. Any meeting may be held without formal call or notice if all the directors are present or if the absent directors waive notice in writing either before or after the meeting. Notices of meetings of the Board of Directors need not state the purposes of the meeting or the business to be transacted.

    Section 7. Quorum. A majority of the directors constituting the board as so fixed for the time being shall (except as otherwise provided in Section 3 of Article III) constitute a quorum for the transaction of business, but if a smaller number is present, they may adjourn or dissolve the meeting which has been called. The vote of a majority of any quorum shall be sufficient to transact any business brought before the meeting.

    Section 8. Powers and Duties. The Board of Directors shall have general responsibility for directing the activities and affairs of the corporation and may from time to time delegate such of their powers and authority as they may deem advisable to any committee, officer, employee, agent, or representative.

    The Board of Directors may establish an executive committee consisting of the president, executive director, vice president(s), treasurer, and recording secretary, and such additional members, selected from the board, as it may choose. The executive committee shall exercise all the powers of the board between meetings of the board, shall report to the board at each of its meetings, and shall hold meetings with such frequency as its chairman (who shall be president of the corporation) shall determine.

    Article III

    Officers

    Section 1. General. The officers shall consist of a president, one or two vice president(s), a treasurer, an executive director, and a recording secretary, and if the incorporators or the Board of Directors so determines, an assistant secretary and an assistant treasurer. Any two (2) or more offices may be held by the same person, provided that there are at least three (3) different persons serving as officers at all times, and provided that the same person shall not hold the offices of both president and vice president at the same time.

    Section 2. Election, Terms. The Board of Directors, at each annual spring meeting, shall elect officers to serve for the ensuing year and until their successors are chosen and qualify.

    Section 3. Vacancies.  In case a vacancy shall occur for any cause in any office, the Board of Directors (or the remaining directors, although less than a quorum) may, by a majority vote, fill such vacancy; any officer so elected to fill such vacancy shall hold office until the next meeting of the Board of Directors at which the office would regularly be filled and until a successor is chosen and qualifies.

    Section 4. Removals. Any officer may be removed at any time for or without cause by a majority vote of the Board of Directors.

    Section 5. President. The president, who shall be a director, shall preside at all meetings of the members, of the Board of Directors, and of the executive committee, at which he or she shall be present. The president shall have general charge of the affairs of the corporation and shall be its chief executive officer, subject to the direction and control of the Board of Directors. A president elected in his final year as a board member shall serve on the board during the following year in an ex-officio capacity. First-year board members are not eligible to serve as president except in extraordinary circumstances.

    Section 6. Vice President(s).  The vice president(s) shall perform the duties and exercise the powers of the president during the absence or incapacity of the president and such other duties as the Board of Directors shall, from time to time, determine.

    Section 7. Recording Secretary. The recording secretary shall attend the meetings of the corporation, of the Board of Directors, and of the executive committee and shall keep the records thereof. He or she shall keep, maintain, and transfer to the next secretary the minutes of executive sessions of the board.

    Section 8. Treasurer. The treasurer shall oversee the collection of all dues and other charges of the corporation against its members and any and all other monies to which the corporation may be entitled, and he or she shall ensure that all bills are paid under such regulations as may be prescribed by the Board of Directors. The treasurer shall cause to be kept full and accurate accounts and shall present at each meeting of the Board of Directors a statement of the current condition of the treasury, such presentations to be made quarterly and at each annual meeting of the members (or special meeting held in lieu thereof) a statement (which shall be filed with the secretary) of the receipts and expenditures for the preceding calendar year. The funds of the corporation shall be under the control of the treasurer, subject to the supervision of the Board of Directors and the provisions of the bylaws. Such funds shall be deposited in an account in the name of the corporation in such bank or trust company or fiscal agent as may, from time to time, be designated by the Board of Directors, which shall have authority to authorize disbursements, provided, however, that:

    (i) any funds of the corporation which, in the opinion of the Board of Directors, are in excess of the current cash requirements may be deposited in an account designated by the Board of Directors (and withdrawals therefrom shall be made only pursuant to authorization given by the Board of Directors, generally or in any specific instance) or invested in such securities, including without limitation, common stock, as the Board of Directors may, from time to time, direct.

    (ii) except for person or persons designated by the board to make disbursements, all disbursements of the corporation shall be authorized by the treasurer.

    Section 9. Executive Director.  The executive director shall attend the meetings of members of the corporation, of the Board of Directors, and of the executive committee.  He or she shall give notice, when required by law or these bylaws or by the direction of the Board of Directors or the president, of all meetings of the members, the Board of Directors, and the executive committee. He or she shall attend to correspondence, keep or cause to be kept a list of members of the corporation, inform officers and directors of their election, and apprise committees of their appointments. He or she shall have the custody of the seal, if any, and records of the corporation. The executive director has the sole authority to hire and terminate staff. In the event of hiring or terminating full-time staff, the executive director must notify the board president ten (10) working days prior to taking such action. The executive director shall perform such other duties as the Board of Directors may, from time to time, determine. The associate director, if any, shall assist the executive director and the recording secretary and, in the absence or incapacity of either of them, shall perform his or her duties.

    Section 10. Other Duties and Powers. In addition to the foregoing enumerated duties and powers, the several officers of the corporation named above (and the assistant secretary and the assistant treasurer, if such officers are appointed by the board) shall be charged with such duties and shall have such other powers as may be prescribed by the Board of Directors or may be imposed or conferred upon them by law.

    Section 11. Standing Committees. There shall be such standing committees as the board may determine. Each standing committee shall report at least annually to the board and the members. The board may appoint such standing and special committees as it may deem expedient and allocate to them such duties as it chooses.

    Article IV

    Written Instruments, Borrowing, Bonds

    Section 1. Written Instruments. Unless the Board of Directors shall otherwise generally or in any specific instance provide, any deed, contract, promissory note, or other instrument, except checks, shall be signed in the name and on behalf of the corporation by any two of its officers, and the officers so signing may also seal, acknowledge, and deliver the same, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity, if such instrument is required by law or these bylaws to be executed, acknowledged, or verified by the president and the treasurer. The officers of the board may, as stated in section 8 of Article III, give the executive director or other persons the authority to make disbursements and enter agreements for the corporation’s day-to-day operations as approved in the annual budget; disbursements exceeding $5,000 or disbursements not included in the annual budget must be approved by the treasurer and president.

    Section 2. Borrowing. The Board of Directors may authorize any of the officers or agents of the corporation to borrow money and to give notes or other obligations of the corporation therefore under such conditions and limitations as the board may prescribe.

    Section 3. Insurance. The Board of Directors may purchase insurance to protect individual members of the board against liability arising out of their duties as members of the board.

    Article V

    Oversight

    Section 1. Host Institution. AWP requires of any host institution the provision and reporting of separate budgets for operational and project revenues and expenditures, as well as for public and private monies, as required by federal, state, local, and private regulations governing such monies.

    The host institution, through its fiscal agents, must confer monthly with the host institution liaison, concerning budget figures, expenditures, and revenues. The liaison must report to the treasurer and to the executive director any irregularities or causes for concern, with a copy of such report to the full board. The liaison must also consult biannually with the host university personnel office regarding the organization’s compliance with personnel practices of the university and the state.

    Section 2. Audits. The executive director and the board treasurer must draw up agreements annually with an external certified public accountant (CPA) auditor, which contractually stipulate examination of all federal, state, local and private regulations governing public and private monies, as required by law.

    AWP may not enter into a contractual relationship with any single CPA/auditor or firm for more than three consecutive years. The board treasurer and the accountant are to review the internal bookkeeping system (see section 3) biannually, and report findings to the board at the fall and spring board meetings.

    Section 3. Budgets and Bookkeeping. The executive director is to maintain, with the fiscal technician, an internal bookkeeping system which documents each separate expenditure and source of revenue. The executive director must provide monthly to the board treasurer and host institution liaison a financial report in the form of accurate, up-to-date figures, and make a financial disclosure to the board quarterly, in the form of a three (3) column report on to-date figures, operating budget, and differences between budget and to-date figures. Budgets must report year-to-date expenses, and reflect ear-marked monies as negative numbers.

    Section 4. Contracts. All contracts between AWP and other entities must be subject to prior examination by legal counsel, and reviewed by the executive committee, with summaries and copies to the full board prior to signature, with signature required of both the board president and the treasurer. Particular attention is to be given, in such reviews, to any required matching funds and obligations.

    Section 5. Professional Advice. The AWP attorney and accountant should be available for advice during all board meetings, and, when deemed necessary by the board, be present at the fall or spring board meeting.

    Article VI

    Amendments

    These bylaws may be added to, amended, or repealed by any meeting of the members by affirmative vote, in person or by proxy, of three-fifths of the entire membership; provided that written notice of the proposed addition, amendment, or repeal and of the time and place of the meeting shall have been served personally upon or mailed to each member, at its address of record at least five (5) days prior to the meeting, but no notice shall be required as to any member which waives notice in writing either before or after the meeting.

    Article VII

    Miscellaneous

    Section 1. Seal. The corporation seal shall be in such form as the Board of Directors may, from time to time, adopt and determine.

    Section 2. Certifications. Any action taken by the members or by the Board of Directors or the executive committee at any meeting may be certified by the officer or the director keeping the records thereof or presiding thereat; and any such certificate shall be conclusive evidence for all purposes that the action so certified was taken.

    Section 3. Fiscal Year. The fiscal year of the corporation shall end on the last day of June each year.

    Amendments

    The bylaws were completely rewritten and approved by a majority vote of membership and a unanimous vote of the Board of Directors in 1997 to create a new board comprised of the following: regional representatives of institutional membership elected by member programs; representatives of individual membership elected by individual members; and board members appointed to the board by the board.

    1. “The corporation known as the Associated Writing Programs (AWP) henceforward shall be called the Association of Writers and Writing Programs (AWP).” This amendment was approved by a majority vote of the membership and a proxy vote of the Board of Directors in 2003.
    2. “The host institution/AWP liaison shall be henceforward granted voting privileges  on the AWP Board of Directors.” This amendment applies to Article II, Section 1 (d); it was approved by a majority vote of the membership and a proxy vote of the Board of Directors in 2003. Previously, the liaison had no voting rights.
    3.  “There shall be an annual meeting of the corporation on a date and at a time and place designated by the Board of Directors for the presentation of the annual reports of offices and any standing committees. This shall take place in conjunction with the Annual conference. Special meetings of the members may be held whenever called by the Board of Directors.” This amendment applies to Section 2 of Article I. It was approved by a majority vote of the membership and a proxy vote of the board in 2004. Previously, the place designated was limited to the United States.
    4. Article II,  Section 1, and item (c) as stated below, were amended by a majority vote of AWP and the proxy vote of its Board of Directors in 2006 to enable AWP to expand its Board of Directors to a maximum of 21 board members.

    Section 1. Number, Election, and Terms. The AWP Board of Directors shall be composed of no fewer than eleven (11) nor more than twenty-one (21) members serving four-year terms.

    c.) Appointed board members. The board may appoint from zero (0) to five (10) board members. Individuals will be appointed, as needed, for their expertise in a field not sufficiently represented on the board. Appointed members may include, but are not limited to the following: former board members; the immediate ex-president of the board; experts in fiscal, fundraising, or legal matters; representatives of insufficiently represented constituencies within the board such as minorities, students, publishers, literary center directors, or affiliate members.


    Articles of Amendment of Association of Writers & Writing Programs

    The undersigned, for the purpose of amending and restating the Articles of Incorporation of the Association of Writers & Writing Programs, a nonstock corporation organized under the laws of the Commonwealth of Virginia, pursuant to Title 13.1, Chapter 10, Article 10 of the Code of Virginia, states as follows:

    FIRST: The name of the Corporation is Association of Writers & Writing Programs (the “Corporation”).

    SECOND: The following amendments to the Articles of Incorporation were adopted on __________, 2013, in the manner prescribed by the Virginia Nonstock Corporation Act:

    (a) To amend the purposes of the Corporation, which are currently set forth in paragraph 2 of the Articles of Incorporation, presently reading in its entirety as follows:

    “The purpose or purposes for which the corporation is organized are:

    a. To establish a clearing house to place writers more usefully and profitably in the main stream of literary education.
    b. To build a new publishing and reading community within the academic community among the academic multitudes; and
    c. To support and define the master of fine arts degree as a terminal degree for those whose primary and long-term commitment to letters is a commitment to writing and its relevant disciplines.

    All activities and purposes of said corporation are to be limited to the educational aspects of teaching and writing English.”

    (b) To be amended as follows:

    “The Corporation shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the “Code”), or the corresponding section of any future federal tax code.  The specific purposes for which the Corporation shall be operated include, but shall not be limited to:

    a. establish a network of information and a literary community to place writers effectively and professionally in the main stream of education;
    b. build new and larger audiences for literature to benefit writers and the general public;
    c. improve the quality of education in the study of writing and literature; and
    d. support and define the master of fine arts degree as a terminal degree for those whose vocation is service to literary writing and its related disciplines.

    In furtherance thereof, the Corporation may receive property by gift, devise or bequest, invest and reinvest the same, and apply the income and principal thereof, as the Board of Trustees may from time to time determine, either directly or through contributions to any charitable organization or organizations, exclusively for charitable or educational purposes, and engage in any lawful act or activity for which corporations may be organized under the Virginia Nonstock Corporation Act.
    In furtherance of its corporate purposes, the Corporation shall have all the powers enumerated in Section 13.1-826 and Section 13.1-827 of the Virginia Nonstock Corporation Act, as now in effect or as may hereafter be amended, together with the power to solicit grants and contributions for such purposes.

    Except as otherwise provided by law, the business of the Corporation shall be managed by and all of the powers of the Corporation shall be exercised by the Board of Trustees of the Corporation.”

    (c) To amend the provision of the Articles of Incorporation relating to members of the Corporation by amending paragraph 3 of the Articles of Incorporation, presently reading in its entirety as follows:

    “Membership of the Associated Writing Programs shall be composed of the following:

    a.   Program memberships which shall comprise writing programs of colleges or universities which pay such dues and meet such qualifications as may from time to time be established by the Board of Directors. For purposes of voting each program membership shall be represented by those faculty who are currently teaching writing in the program holding such a membership. The names of such faculty shall be certified to the executive secretary by the respective program membership at the time of paying dues and shall be subject to verification by the executive secretary. Each person qualifying as a faculty member of a program holding membership shall be entitled to one vote at the meeting of the members.

    b. Individual memberships which shall comprise persons who pay such dues and meet such qualifications as may from time to time be established by the Board of Directors. Each individual membership shall be entitled to one vote at meetings of the members.

    (d) To be amended as follows:

    “The Corporation shall have no “members” as such term is defined in the Virginia Nonstock Corporation Act.”

    (e) To amend the provision of the Articles of Incorporation relating to the number and election of directors by amending paragraph 4 of the Articles of Incorporation, presently reading in its entirety as follows:

    “There shall be not less than 6 or more than 21 directors with each director to serve for a 3 year period and the periods to be staggered so that in any one year approximately 1/3 of the Board will be newly elected by the membership. All board members will be elected at meetings of the membership held annually.”

    (f) To be amended as follows:

    “The Board of Trustees of the Corporation shall consist of elected trustees and ex-officio trustees.  The elected trustees of the corporation shall be elected at each annual meeting of the Board of Trustees.  The trustees then in office, but not eligible for re-election at such meeting, shall elect trustees to serve for a four-year period.  The terms of trustees shall be staggered.  The chairs of each council of the corporation, subject to election by the Board of Trustees, the executive director of the corporation, and such other persons designated by the Board of Trustees, shall serve as ex-officio members of the Board of Trustees.  There shall be not less than 11 nor more than 21 voting trustees on the Board of Trustees.”

    (g)To amend the provision of the Articles of Incorporation relating to the Corporation’s registered agent and registered office by amending paragraph 5 of the Articles of Incorporation, presently reading in its entirety as follows:

    “The post office address of the initial registered office of the corporation is 409 Bank Street, Suite 100, Norfolk, Virginia 23510. Name of the city in which its initial registered office is located is the city of Norfolk. The name of its registered agent is C. Arthur Robinson, II who is a member of the Virginia state bar and whose business office is the same as the registered office of the corporation.  Mr. Robinson is a resident of the state of Virginia.”

    (h) To be amended as follows:

    “a. The Corporation’s registered agent is Roger Lathbury, whose business office is identical with the Corporation’s registered office.

    b. The Corporation’s registered office address is __________________, Alexandria, VA 22314-2604.  The registered office is physically located in Alexandria (Alexandria City), Virginia.”

    (i) To add a new paragraph to the Articles of Incorporation, which is set forth as follows:

    “a. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to any director or officer of the Corporation, or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article SECOND hereof.

    b. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h) of the Code and in any corresponding laws of the Commonwealth of Virginia), and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements concerning) any political campaign on behalf of, or in opposition to, any candidate for public office.

    c. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not directly or indirectly carry on any activity which would prevent it from obtaining exemption from Federal income taxation as a corporation described in Section 501(c)(3) of the Code, or cause it to lose such exempt status, or carry on any activity not permitted to be carried on by a corporation, contributions to which are deductible under Section 170(c)(2)of the Code.”

    (j) To delete paragraph 6 of the Articles of Incorporation setting forth the initial directors.

    (k) To add a new paragraph to the Articles of Incorporation, which is set forth as follows:

    “Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Code Section 501(c)(3), or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.”

    (l) To add a new paragraph to the Articles of Incorporation, which is set forth as follows:

    “To the fullest extent permitted by the Virginia Nonstock Corporation Act, as now in effect or as may hereafter be amended, no officer or director of the Corporation shall be personally liable for damages in any proceeding brought by or in the right of the Corporation, or in connection with any claim, action, suit or proceeding to which he or she may be or is made a party by reason of being or having been an officer or director of the Corporation, provided, however, that such relief from liability shall not apply in any instance where such relief is inconsistent with any provision of the Code applicable to corporations described in Code Section 50l(c)(3).”

    (m) To number the paragraphs in the Articles of Incorporation in sequential order.

    THIRD:           The amendments set forth herein were proposed by the Board of Trustees and submitted to the members at a meeting of the members in accordance with the provisions of Title 13.1, Chapter 10 of the Code of Virginia. A quorum of members entitled to vote on the amendments was present in person or by signed proxy. __________votes were cast for the amendments and __________ votes were cast against the amendments, which was sufficient for approval of such amendments by the members.

    FOURTH:       The Articles of Incorporation are restated as amended hereinto read as follows:

    1. The name of the Corporation is Association of Writers & Writing Programs.

    2. The Corporation shall be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the “Code”), or the corresponding section of any future federal tax code.  The specific purposes for which the Corporation shall be operated include, but shall not be limited to:

      a. establish a network of information and a literary community to place writers effectively and professionally in the main stream of education;
      b. build new and larger audiences for literature to benefit writers and the general public;
      c. improve the quality of education in the study of writing and literature; and
      d. support and define the master of fine arts degree as a terminal degree for those whose vocation is service to literary writing and its related disciplines.

      In furtherance thereof, the Corporation may receive property by gift, devise or bequest, invest and reinvest the same, and apply the income and principal thereof, as the Board of Trustees may from time to time determine, either directly or through contributions to any charitable organization or organizations, exclusively for charitable or educational purposes, and engage in any lawful act or activity for which corporations may be organized under the Virginia Nonstock Corporation Act.

      In furtherance of its corporate purposes, the Corporation shall have all the powers enumerated in Section 13.1-826 and Section 13.1-827 of the Virginia Nonstock Corporation Act, as now in effect or as may hereafter be amended, together with the power to solicit grants and contributions for such purposes.

      Except as otherwise provided by law, the business of the Corporation shall be managed by and all of the powers of the Corporation shall be exercised by the Board of Trustees of the Corporation.

    3. The Corporation shall have no “members” as such term is defined in the Virginia Nonstock Corporation Act.

    4. The Board of Trustees of the Corporation shall consist of elected trustees and ex-officio trustees.  The elected trustees of the corporation shall be elected at each annual meeting of the Board of Trustees.  The trustees then in office, but not eligible for re-election at such meeting, shall elect trustees to serve for a four-year period.  The terms of trustees shall be staggered.  The chairs of each council of the corporation, subject to election by the Board of Trustees, the executive director of the corporation, and such other persons designated by the Board of Trustees, shall serve as ex-officio members of the Board of Trustees.  There shall be not less than 11 nor more than 21 voting trustees on the Board of Trustees.

    5. “a. The Corporation’s registered agent is Roger Lathbury, whose business office is identical with the Corporation’s registered office.
      b. The Corporation’s registered office address is ______________ Alexandria, VA 22314-2604.  The registered office is physically located in Alexandria (Alexandria City), Virginia.”

    6. a. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to any director or officer of the Corporation, or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article SECOND hereof.
      b. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h) of the Code and in any corresponding laws of the Commonwealth of Virginia), and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements concerning) any political campaign on behalf of, or in opposition to, any candidate for public office.
      c. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not directly or indirectly carry on any activity which would prevent it from obtaining exemption from Federal income taxation as a corporation described in Section 501(c)(3) of the Code, or cause it to lose such exempt status, or carry on any activity not permitted to be carried on by a corporation, contributions to which are deductible under Section 170(c)(2)of the Code.

    7. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Code Section 501(c)(3), or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

    8. To the fullest extent permitted by the Virginia Nonstock Corporation Act, as now in effect or as may hereafter be amended, no officer or director of the Corporation shall be personally liable for damages in any proceeding brought by or in the right of the Corporation, or in connection with any claim, action, suit or proceeding to which he or she may be or is made a party by reason of being or having been an officer or director of the Corporation, provided, however, that such relief from liability shall not apply in any instance where such relief is inconsistent with any provision of the Code applicable to corporations described in Code Section 50l(c)(3).

    Executed in the name of the corporation by:

    _____________________________                          _____________________________
    Signature                                                                     Date

    _____________________________                          _____________________________
    Name                                                                          Title

    _____________________________

    Corporation’s SCC ID Number

Proposed Bylaws of the Association of Writers & Writing Programs

ARTICLE I

Names and Offices

A. The name of this Corporation shall be the Association of Writers & Writing Programs (hereinafter referred to as “AWP” or the “Association”), a Virginia nonstock corporation organized and operated as a tax-exempt organization within the meaning of Internal Revenue Code section 501(c)(3).

B.  The Association shall maintain its principal office in the Commonwealth of Virginia.  The Association shall have such other offices, either within or without the Commonwealth of Virginia as the Board of Trustees shall determine. 

C.  The Association shall have and shall continuously maintain in the Commonwealth of Virginia a registered office and a registered agent whose office is identified with such registered office as required by the Virginia Nonstock Corporation Act. The registered office may be, but need not be, identical to the principal office in the Commonwealth of Virginia, and the address of the registered office may be changed from time to time by the Board of Trustees. 

ARTICLE II

Purpose

AWP’s purpose is to foster literary achievement, to advance the art of writing as essential to a good education, and to serve the makers, teachers, students, and readers of contemporary writing. AWP seeks to help writers and teachers do their best possible work while we help writers connect with the widest possible audience.

To accomplish its mission, AWP:

  • speaks as a national voice for the profession of creative writing as an academic discipline;
  • sets high standards for the teaching of creative writing and conducts research to inform those standards;
  • provides forums for the discussion of significant artistic, educational, administrative, audience-building, publishing, and funding issues;
  • maintains effective networks for sharing of information among teachers, writers, and administrators; and
  • cultivates communities for the shared appreciation of literature.

ARTICLE III

Constituency

The Association shall have no members as such term is defined in Va. Code § 13.1-803.  However, AWP’s activities are intended to benefit and serve a constituency consisting of:

  1. degree-conferring creative writing and literary programs and departments that are units of academically accredited non-profit and not-for-profit institutions and that meet the criteria and pay the annual membership dues established from time to time by the Board of Trustees;
  2. non-profit and not-for-profit organizations that support writers and literature and that meet the criteria and pay the annual membership dues established from time to time by the Board of Trustees; and
  3. individuals who support the purposes, goals and objectives of AWP, and who meet the criteria and pay the annual membership dues established from time to time by the Board of Trustees.

Members of the constituency may apply to become dues-paying members of the Association.  For the avoidance of doubt, such dues-paying members shall not act as or be deemed Members of the Association as defined in Va. Code § 13.1-803.

ARTICLE IV

Board of Trustees

A. Management of the Association’s Affairs.

Management and conduct of the affairs of AWP shall be vested in and controlled by its Board of Trustees.

B. Composition of the Board of Trustees.

The Board of Trustees shall be composed of (x) trustees elected pursuant to Article IV Paragraph L (“Elected Trustees”), (y) Voting Ex-Officio Trustees elected pursuant to Article IV Paragraph D(i) (“Voting Ex-Officio Trustees”) and (z) Non-Voting Ex-Officio Trustees appointed pursuant to Article IV Paragraph (D)(ii) ((x), (y), and (z), collectively, “Trustees” and each individual, a “Trustee”).  At any time, there shall be no fewer than eleven (11) and no more than twenty-one (21) trustees of the board, which number shall include Elected Trustees and Voting Ex-Officio Trustees and exclude Non-Voting Ex-Officio Trustees.  The Board of Trustees as of the date hereof shall consist of eleven (11) trustees. 

Subject to the foregoing limitations, the number of trustees may be increased or decreased by the Board of Trustees, acting by majority vote.  The Board of Trustees may, from time to time, adjust the number of trustees within the range provided herein without requiring an amendment to the bylaws or two-thirds vote of the Board of Trustees, provided, however, such adjustment shall not reduce the term of an existing trustee except as otherwise provided in Article IV Paragraph M.

Trustees shall represent diverse expertise in programming, education, management, philanthropy, publishing, and other areas of expertise beneficial to the Association.   

C. Term.

The Board of Trustees shall elect no less than three (3) Elected Trustees to serve on the Board of Trustees at any time. Each Elected Trustee shall be elected to a four-year term of office. Each term shall begin immediately following the end of the board meeting at which such Elected Trustee was elected and shall continue until his or her successor has been elected and qualified.  The terms of office of the Elected Trustees shall be staggered.  Elected Trustees shall not serve more than three (3) consecutive terms of four years as an Elected Trustee except as otherwise permitted by these bylaws.

D. Ex-Officio Trustees.

Two types of ex-officio trustees may serve on the Board of Trustees of the Association (i) Voting Ex-Officio Trustees and (ii) Non-Voting Ex-Officio Trustees (collectively, “Ex-Officio Trustees”). 

(i)Voting Ex-Officio Trustees: 

a. Each Council set forth in Article VI, whether existing as of the date hereof or established hereafter, shall select a chair as set forth in Article VI.  Each council shall nominate such chair to serve as an ex-officio member, with vote, on the Board of Trustees, subject to the affirmative vote of a majority of members of the Board of Trustees in office but not eligible for re-election at the same meeting and present at a duly convened meeting at which a quorum is present.

b. The Executive Director and the Host University Liaison shall be Voting Ex-Officio Trustees.  The Executive Director and Host University Liaison shall serve as Voting Ex-Officio Trustees for so long as he or she holds the office of Executive Director or Host University Liaison, respectively. 

(ii) Non-Voting Ex-Officio Trustees:  From time to time, by majority vote of the trustees then serving in office, the Board of Trustees may designate ex-officio trustees who shall serve in an honorary capacity, without vote, and who shall not be counted in determining the presence of a quorum. Non-Voting Ex-Officio Trustees shall be purely advisory, not fiduciary in capacity.  The Board of Trustees shall determine the length of term of office of any Non-Voting Ex-Officio Trustees.  

E. General Powers.

In the conduct and management of the Association, the Board of Trustees shall be vested with all powers possessed by the Association itself insofar as such delegation of authority is not inconsistent with or repugnant to the laws of Virginia, the Association’s Articles of Incorporation, or these bylaws.

F. Specific Powers.

In furtherance, but not in limitation, of the authority to govern the Association, the Board of Trustees shall have the following powers:

  1. to elect a Chair, a Vice Chair, and such officers as may be authorized by these bylaws and by resolution of the Board of Trustees;
  2. to apply and expend, for the purposes expressed herein and in the Articles of Incorporation, the net income of the Association and/or any or all of the principal or capital thereof;
  3. to employ agents and attorneys for the administration of the Association and, to this end, to delegate to such agents or attorneys such ministerial duties as are deemed proper;
  4. to accept gifts, bequests, devises, grants, or other contributions of real and personal property, or interest therein, on behalf of the Association, provided the terms and conditions under which such contributions are made shall not be inconsistent with the purposes and objectives of the Association;
  5. to invest the money received by the Association in certificates of deposit, or in stocks, bonds or any other obligations or securities of any association or associations as the Board of Trustees shall deem advisable and in the best interest of the Association;
  6. to pay all costs, expenses, and charges including but not limited to the fees of attorneys and agents; and
  7. to appoint, from time to time, one or more committees to have such name or names and to have such powers and duties as may be required by these bylaws or determined from time to time by the Board of Trustees.

G. Meetings of the Board of Trustees

  1. Regular and special meetings. Except as otherwise provided by these bylaws, decisions of the Board of Trustees shall be made at duly constituted meetings of the Board of Trustees. Regular meetings shall be held at such times and in such places, either within or without the Commonwealth of Virginia, as the Board of Trustees may determine in advance. Such regular meetings shall be held twice a year, once during the fall semester, and once during the spring semester of the academic year, upon dates established by written notice given pursuant to paragraph H of this Article. In addition to other business that may be deemed appropriate by the members of the Board of Trustees, the election of the Elected Trustees and officers shall take place at the fall meeting of the Board of Trustees. Special meetings shall be convened at the request of the Chair or the Vice Chair, or at the request of one-third of the members of the Board of Trustees and shall be held at the time and place as shall be specified in such request.
  2. Meetings by telephone. In addition, the Board of Trustees, at the request of the Chair or the Vice Chair, or at the request of one-third of the members of the Board of Trustees, may choose to conduct a meeting by telephone. Such a meeting shall take the form of a telephone conference call or by any means of communication by which all persons participating in the meeting are able to hear one another. Each Trustee participating in the telephone conference call shall be deemed to be in attendance at the meeting. Any action or decision required or permitted to be taken at a regular or special meeting of the Board of Trustees may be taken or made at a meeting by telephone.
  3. The Board of Trustees shall elect a Chair and a Vice Chair to each serve a one-year term on the Board of Trustees.  The Chair and Vice Chair shall serve for no more than three consecutive terms.  Otherwise, there shall be no restrictions on the number of terms that the Chair or Vice Chair can serve.  The Chair and/or Vice Chair may be removed by the Board of Trustees by the affirmative vote of two-thirds of the voting trustees in office the day immediately before such meeting is called that are present at a meeting with a quorum present.  The Chair, if any and if present and acting, shall preside at all meetings.  Otherwise, in the order of set forth herein, if any and if present and acting, the Vice Chair or any other Trustee chosen by the Board, shall preside. 

H. Notice.

All regular, special, and telephone meetings of the Board of Trustees, or any change in the time or place thereof, must be preceded by written notice to each Trustee. Such notice shall specify the date, time, and place of the meeting and, for special meetings, the purpose for the meeting or the business to be conducted at the meeting. For regular meetings such notice must be given not fewer than thirty days prior to the date of the meeting. For special and telephone meetings, such notice must be given not fewer than four nor more than thirty days prior to the date of the meeting. Notice must either be delivered personally to each Trustee or be sent by mail, facsimile transmission, cable, wireless, email, or similar means of electronic communication to the Trustee at the Trustee’s business, home, email or other address, facsimile number, or other number as designated by each Trustee. If such notice is given by mail, it shall be deemed delivered when deposited in the United States mail, properly addressed, with postage paid thereon. If such notice is given by electronic communication, it shall be deemed delivered when sent provided the sender does not receive any notice of a failed transmission.

I. Waiver of Notice.

Notwithstanding the forgoing requirements, a Trustee may waive notice of any regular, special, or telephone meeting. Attendance at a regular, special, or telephone meeting shall constitute a waiver of notice, except when the Trustee attends a meeting for the express purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or is not lawfully convened. A written statement filed with the Board of Trustees by any Trustee either before or after a meeting is held, which recites knowledge of date, time, and place of such meeting and specifically waived notice thereof, shall be considered effective to dispense with the requirement for prior written notice to such Trustee.

J. Action by the Board of Trustees Without a Meeting.

Any action or decision required or permitted to be taken at a meeting of the Board of Trustees may be taken or made without the convening of a formal meeting, provided all members of the Board of Trustees so consent in writing and set forth in the same writing the action or decision to be taken or made. Such consent in writing shall have the same force and effect as a unanimous vote and may be described as such in any document executed by the Association. 

K. Quorum and Voting.

  1. A quorum for the transaction of business by the Board of Trustees shall be one-third of the total number of Elected Trustees and Voting Ex-Officio Trustees (the Elected Trustees and Voting Ex-Officio Trustees, collectively, the “Voting Trustees”) in office at the time of the meeting. In the absence of a quorum, a majority of the Voting Trustees present may, without giving notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum is obtained. At any such rescheduled meeting at which a quorum is present, any business may be transacted at the meeting as originally called.
  2. Each Voting Trustee shall have one vote. 
  3. Except as set forth in Paragraphs K(4) and K(5) below, the affirmative vote of a majority of Voting Trustees in office the day immediately before such meeting is called that are present at a Board of Trustees meeting at which a quorum is present shall be necessary and sufficient for actions and decisions by the Board of Trustees. 
  4. The affirmative vote of two-thirds of the Voting Trustees in office the day immediately before such meeting is called that are present at a Board of Trustees meeting at which a quorum is present shall be necessary to take the following actions:

    a. amend the Articles of Incorporation of the Association;
    b. alter, amend, or repeal any of the bylaws of the Association;
    c. adopt any agreement to merge, consolidate, liquidate, or dissolve the Association; or
    d. remove from office or from any committee any officer or Trustee of the Association; provided that such vote shall exclude the officer or Trustee who is the subject of the vote.

  5. The affirmative vote of such greater number or proportion of the Voting Trustees in office the day immediately before such meeting is called that are present at a Board of Trustees meeting at which a quorum is present as required to take actions required by the Virginia Nonstock Corporation Act for those specific actions.
  6. Decisions made in accordance with the above provisions shall be the act of the Board of Trustees for any and all purposes.

L. Election of the Board of Trustees.

At the fall meeting of the Board of Trustees, the incumbent trustees, who are not eligible for re-election at the same meeting, shall elect such Elected Trustees as it sees fit, in accordance with the terms of these bylaws.

  1. Preparation of nominee list. The Governance Committee shall present to the Board of Trustees at its fall board meeting a list of nominees for Elected Trustee positions. The Governance Committee shall invite suggestions from the councils in regard to potential Elected Trustees and shall reflect, in its recommendations for trusteeships, the diversity of the literary field. The Board of Trustees shall not consider a person’s name on its list of nominees at the fall board meeting until it has:

    i. apprised the person that his or her name may be placed in nomination;

    ii. explained to her or him the responsibilities and duties attendant upon election as a member of the Board of Trustees;

    iii. obtained his or her express consent to accept and to carry out those responsibilities and duties; and

    iv. obtained her or his resume or CV and any supplementary information which the Governance Committee determines is necessary to evaluate the candidate’s credentials.

    The Governance Committee shall distribute, by mail or by email, copies of the list of nominees to each member of the Board of Trustees no more than thirty days and not fewer than ten days prior to the date of the fall board meeting.  The Governance Committee may also recommend an increase or decrease in the number of Voting Trustees on the Board of Trustees. 

  2. Voting Procedure. Each Elected Trustee shall be elected by the vote of a majority of members of the Board of Trustees in office but not eligible for re-election at the same meeting and present at a duly convened meeting at which a quorum is present.  Elected Trustees so elected shall hold office in accordance with Article IV Paragraph C except as otherwise provided by Article IV Paragraph M. 

M. Termination; Vacancies.

The tenure of a Trustee shall terminate prior to the expiration of her or his term of office at the time of any one of the following events:

  1. The effective date of the trustee’s resignation submitted in writing to the Chair or, if no Chair, the Executive Director;
  2. The trustee’s death; or
  3. The vote of the Board of Trustees pursuant to Article IV Paragraph K(4)(d) to remove the trustee from office.

In the event of a vacancy, the Board of Trustees shall appoint an interim trustee who shall serve until the expiration of his or her predecessor’s term. 

N.  Compensation

It is the policy of the Association to pay no more than reasonable compensation for personal services rendered to the Association by its Executive Director and employees.  The Trustees of the Association shall not receive compensation for fulfilling their duties as Trustees, although Trustees may be reimbursed for actual out-of-pocket expenses which they personally incur in order to fulfill their duties as Trustees. 

The Board of Trustees must approve in advance the amount of all compensation for the Executive Director of the Association.  Before approving the compensation of the Executive Director, the Board shall determine that the total compensation to be provided by the Association to the Executive Director is reasonable in amount in light of the position, responsibility and qualification of the officer, including the result of an evaluation of the officer’s prior performance for the Association, if applicable.  In making the determination, the Board shall consider total compensation to include the salary and the value of all benefits provided by the Association to the individual in payment for services.  At the time of the discussion and decision concerning the Executive Director’s compensation, the Executive Director shall not be present or vote at such meeting.  The Board shall obtain and consider appropriate data concerning comparable compensation paid to similar officers in like circumstances. 

The Board shall set forth the basis for its decisions with respect to compensation in the minutes of the meeting at which the decisions are made, including the conclusions of the evaluation and the basis for determining that the individual’s compensation was reasonable in light of the evaluation and the comparability data.

ARTICLE V

Committees

A. Designation of Committees.

At any meeting of the Board of Trustees, the Board may designate standing and/or ad hoc committees as it shall deem appropriate.  The standing committees shall have such authority as the Board shall by resolution provide and the Executive Committee shall have all the authority of the Board, except that no such committee shall have authority as to the following matters:

(a) The filling of vacancies on the Board or on any committee.
(b) The fixing of compensation of the Executive Director.
(c)            The amendment or repeal of the bylaws, or the adoption of new bylaws.
(d) The amendment or repeal of any resolution of the Board which by its terms, shall not be so amendable or repealable.

B. Committee Membership.

The Executive Committee shall consist of at least five members, all of which shall be members of the Board of Trustees.  Unless otherwise provided below, all other standing committees shall consist of at least three members, at least one of whom shall be a member of the Board of Trustees. Unless otherwise provided for in these bylaws or by the laws of the Commonwealth of Virginia, the chair of each standing committee shall be appointed by the Chair of the Board of Trustees.

Any standing or ad hoc committee designated by the Board of Trustees, except for the Executive Committee or any other Committee created that is granted the authority of the Board, may include such persons, whether or not trustees or officers of the association, as the Board of Trustees shall determine. Non-trustee members of the Committee may advocate proposals for the Board’s consideration, but non-trustee members of the Committees shall in no case have the power or authority to bind the Association or the Board. Each Committee shall have power to the extent delegated to it by the Board of Trustees. At least one employee of the Association, as designated by the Board, shall be present at the meetings of each Committee to advise the Committee on the operations of the Association and other matters as the Board shall direct. 

Each committee shall keep minutes of proceedings and shall report to the Board of Trustees.

C. Standing Committees.

The following standing committees shall be established by the Board of Trustees: Executive Committee, Governance Committee, Finance Committee, Membership Committee, and Professional Standards Committee.

  1. Executive Committee.
    The Executive Committee shall consist of the Chair, Vice Chair(s), Executive Director, Treasurer, Treasurer Elect (if any), Secretary, and such other trustees as the Board of Trustees may elect by plurality vote. The Governance Committee shall annually nominate a slate of officers and Executive Committee members at large for election by the board. In putting forward a slate of officers and Executive Committee members at large, the Governance Committee will exercise its best efforts to ensure the many diverse aspects of AWP’s constituency are reflected in the Executive Committee. The Governance Committee will also exercise its best efforts to balance continuity and change on the Executive Committee in order to encourage broad involvement and the development of leadership. All members of the Executive Committee shall be voting members of the Board of Trustees. The Executive Committee shall, during intervals between meetings of the Board of Trustees, exercise all the powers of the board in the management of the business and affairs of the Association, except as otherwise provided by law, these bylaws, or by resolution of the board. The presence of the majority of the members of the Executive Committee then serving in office shall constitute a quorum and the act of a majority of the members of the Executive Committee present at a meeting of the committee at which a quorum is present shall be the act of the committee. The committee shall keep full and fair records and accounts of its proceedings and transactions. The Executive Committee shall report to the Board of Trustees at its next meeting.
  2. Governance Committee.
    The Governance Committee shall review regularly the needs of the Association in regard to membership on the Board of Trustees and shall propose a slate of nominees for election as Elected Trustees at each fall meeting of the Board in accordance with the provisions of Article IV, paragraph L of these bylaws. The Governance Committee also shall propose a slate of officer and Executive Committee nominees for election at the fall meeting of the Board as described in Paragraph C(1) above. The Governance Committee must review all minutes and maintain accurate summaries of Governance Committee meetings. The Governance Committee shall consist of at least three Voting Trustees then serving in office, including the Secretary, who shall serve as the committee’s chair and such other trustees as the Board of Trustees may elect by majority vote.  Neither the Chair of the Board of Trustees nor the Executive Director shall serve as a voting member of the Governance Committee.
  3. Finance Committee.
    The Finance Committee will be responsible for overseeing the sound financial management and condition of the Association in accord with the mission of the organization. The Treasurer shall be the chair of the Finance Committee. The committee will also consist of the Executive Director, the accounting manager of AWP, the Chair of the Association, and at least one other member of the board as the Board of Trustees may elect by majority vote. The Finance Committee will be responsible for working with the accounting manager and Executive Director on the development and preparation of the annual budget, quarterly reviews of the financial condition of the organization and branch offices, and cash flow projections in concert with both annual and long term requirements. The committee will also develop and recommend the investment policy and asset allocation of the organization subject to the final approval of the Executive Committee. The Finance Committee will review the annual audit process and results and report to the Board.
  4. Membership Committee.
    The Membership Committee shall advise the Board of Trustees on matters relating to the mission of the Association as it relates to the constituencies of Article III, the levels of dues and fees, and the services currently and potentially made available to categories of constituents.  To the extent authorized by the Board, the Membership Committee may process applications of constituents seeking to become dues-paying members of the Association.  The Board of Trustees shall establish criteria for membership.  Applicants who meet the appropriate category-specific criteria are eligible for immediate membership approval. Those individuals or organizations who do not meet all of the appropriate criteria may still be considered for membership, but they will need to be approved by the Executive Committee of the Board of Trustees. The Membership Committee also recommends criteria for the Board of Trustees to consider when determining which constituents merit support as caucuses to which the Association will assign meeting rooms at the Annual Conference & Bookfair. The Board of Trustees shall elect the members of the Membership Committee by majority vote. 
  5. The Professional Standards Committee.
    Chairs of the regional councils of Article VI shall comprise the Professional Standards Committee. The Professional Standards Committee shall actively participate in communicating with council members on a regular basis through one-on-one conversations and other appropriate means to learn of topical issues that may be of interest to the larger council membership. The committee shall also work closely with the regional councils of Article VI to set regular council meeting agendas with the goal of engaging council members in productive discussion where issues of interest to the members are explored. The chairs of the regional councils shall have the charge of developing academic policies for creative writing in concert with the programs and teachers of their councils. The Professional Standards Committee shall actively engage new council members in the social activities, which surround the Association’s Annual Conference & Bookfair, by introducing them to others in the council. Individuals on the Professional Standards Committee also serve to mentor other council members and work to identify candidates to serve as future council chairs. The Committee shall actively participate in the activities of the Board of Trustees, serving as a representative voice for the members of the councils and regularly reporting the activities of the councils at board meetings.

D. Committee Meetings.

Unless otherwise provided for in these bylaws, a majority of the members then serving on a committee constitutes a quorum for meetings of the committee and the vote of a majority of those present at a meeting at which a quorum is present shall be the action of the committee. Each committee shall determine and schedule the number of regular meetings it will hold each year and shall have the authority to hold special meetings, as it shall deem appropriate.  

ARTICLE VI

Councils

A. Standing Councils.

There shall be seven standing councils to represent the creative writing programs, writers conferences, literary centers, writers, teachers, and students by regional affiliations:

  1. AWP Western Council (Alaska, Alberta, British Columbia, California, Hawaii, Idaho, Manitoba, Montana, Nebraska, North Dakota, Oregon, Saskatchewan, South Dakota, Washington, Wyoming, and Pacific Rim international programs);
  2. AWP Southwest Council (Arizona, Colorado, Kansas, Missouri, Nevada, New Mexico, Oklahoma, Texas, and Utah);
  3. AWP Midwest Council (Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio, Ontario, and Wisconsin);
  4. AWP Southern Council (Alabama, Arkansas, Caribbean Islands, Florida, Georgia, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee);
  5. AWP Mid-Atlantic Council (Delaware, District of Columbia, Kentucky, Maryland, Pennsylvania, Virginia, and West Virginia,);
  6. AWP Northeast Council (Connecticut, Labrador, Maine, Massachusetts, New Brunswick, Newfoundland, New Hampshire, New Jersey, New York, Nova Scotia, Quebec, Rhode Island, Vermont, and Europe); and
  7. WC&C Council (all the constituents, nationally and internationally, who pay dues to the Writers’ Conferences & Centers category of the AWP membership).
  8. B. Board-Initiated Additional Councils.

    1. The Board of Trustees may establish such additional councils from time to time as would advance the purposes of the Association by a two-thirds vote of the members of the Board of Trustees then in office.
    2. Such additional councils may subsequently be dissolved by a two-thirds vote of the members of the Board of Trustees then in office.

    C. Constituent-Initiated Additional Councils.

    1. A group may petition the Board of Trustees for validation as a council provided that:

      a. its constituents share a universality of function in the field of literature or creative writing as an academic discipline;
      b. it does not duplicate an existing council;
      c. it has met at least once per year for at least three years; and
      d. it has at least one hundred constituents who have signed a petition for the establishment of the council and who are members of AWP.

    2. Two-thirds of the members of the Board of Trustees then in office must approve any such petition for validation as a council.
    3. Any council thus validated by the Board of Trustees which fails to meet at least once in any twelve-month period following its validation may thereby lose its status as a council upon a vote to that effect by two-thirds of the members of the Board of Trustees in office.

    D. Council Constituents.

    Any individual or organizational participant on a council must be a dues-paying constituent member of AWP in good standing. 

    E. Council Chairs.

    1. Each council shall select a chair from among its members who shall serve for a four-year term. Council chairs are selected by their council peers at the Annual Conference & Bookfair. The term of each council chair begins immediately upon the close of the Association’s fall board meeting and lasts until the close of the meeting that is four years after the fall meeting when the chair first began his or her term. A council may also choose to elect a co-chair for the council. During the period after the Annual Conference & Bookfair until the close of the fall meeting, the chair elected by the council shall be deemed a “chair-elect” until he or she begins his or her term at the end of the fall meeting.  The Professional Standards Committee may establish, in addition to the requirement of Paragraph D of this article, other eligibility requirements for the regional council chairs. For the WC&C Council and other board-initiated and constituent-initiated councils, the Governance Committee may establish other eligibility requirements for the chairs.
    2. As described in Article IV, Paragraph D, each council shall also nominate its chair to serve as a voting member of the Board of Trustees for his or her term as chair. In the event a council elects co-chairs, that council shall designate one or the other, but not both, to represent it at any meeting of the Board of Trustees. 
    3. Each council shall notify the Secretary of the Association in writing and in timely fashion of its designated chair or co-chair so that the rules detailed in these bylaws regarding notification of meetings and election to the Board of Trustees may be respected.
    4. In the event that a council chair is unable to fulfill his or her term of service, the co-chair shall assume duties as chair for the remainder of the term and the council shall appoint a new co-chair.  If a successor chair has been designated, the chair-elect may begin his or her term early.  If there is neither a co-chair nor chair-elect, the Board of Trustees shall appoint an interim chair to serve for the remainder of the outgoing chair’s term. 

    ARTICLE VII

    Officers

    A. Election and Term.

    The officers of the association shall consist of a Chair, one or more Vice Chairs, an Executive Director, a Treasurer, a Secretary, and such other officers as the Board of Trustees may from time to time elect. As the last order of business at the fall board meeting, the Board of Trustees shall elect, from among the Trustees then in office or already elected but not yet in office, all officers other than the Executive Director and Host University Liaison. The Chair, each Vice Chair, Secretary, and the Treasurer shall each serve a one-year term. The Board of Trustees shall elect an Executive Director, who need not be a trustee.  The Board of Trustees shall determine the length of terms for the Executive Director and the Host University Liaison. Each term shall begin immediately following the end of the fall board meeting at which such officer was elected and shall continue through until the end of the fall board meeting concluding the officer’s term. In the event that any portion of such term shall exceed the length of term for Elected Trustees as set forth in Article IV C, such Elected Trustee’s term shall be extended by the period of time necessary to include the term as officer. In no event shall any trustee serve in one office for more than three (3) consecutive terms. Otherwise, there shall be no restrictions on the number of terms of office that each officer can serve. Any officer may be removed by the Board of Trustees, pursuant to Article IV Paragraph M4 above, with or without cause at any time.  Any officer may resign at any time by giving written notice to the Board of Trustees.  Any such resignation shall take effect at the time specified therein, or, if no time is specified, upon delivery.  Upon the resignation or removal of an officer of the Association, the Board of Trustees shall elect an interim officer to serve for the remainder of the vacating officer’s term. 

    B. Duties

    1. Chair
      The Chair shall preside at the meetings of the Board of Trustees.  The Chair shall have such other powers and duties as the Board of Trustees shall provide and shall be subject in so acting to the continuing direction and supervision of the Board of Trustees.
    2. Vice Chair
      In the absence of a Chair, the Vice Chair shall preside at the meetings of the Board of Trustees. In the event of the Chair’s resignation, death, or other absence from office, the Vice Chair shall assume the duties of Chair for the duration of the Chair’s unexpired term or until the Chair is able to resume the duties of office. If there is more than one Vice Chair, they shall be designated first Vice Chair, second Vice Chair, and so forth, and shall assume duties in such order.
    3. Executive Director.
      The Executive Director shall be the chief executive officer of the Association. Under the general supervision of the Board of Trustees and the Executive Committee, he or she shall execute, on behalf of the Association, all decisions or programs adopted by the Board of Trustees or the Executive Committee and shall exercise those powers and undertake those duties which normally pertain to the office of a chief executive officer, including but not limited to the authority to execute contracts or other instruments on behalf of the Association; to hire (at reasonable compensation) and discharge employees; and she or he shall have such other powers and duties as shall be prescribed from time to time by the Board of Trustees. The Executive Director shall be subject to an annual performance evaluation and to any restrictions or prohibitions that may be imposed by the Board of Trustees or the Executive Committee.
    4. 4. Treasurer.
      Unless otherwise directed by the Executive Committee who may assign the following duties to AWP staff, the Treasurer shall take custody of all funds, gifts received, and other assets of the Association; shall place them in accounts in the name of the Association in such banks or other depositories as the Board of Trustees or the Executive Committee may direct; shall disburse such funds or other assets upon direction from the Board of Trustees, Executive Committee or Executive Director; shall maintain accurate and complete financial records of the assets, receipts, and disbursements of the Association; shall pay routine bills and expenses of the Association without specific resolution of the Board of Trustees; shall insure that all federal and state tax reports and returns are timely filed; and shall perform such other duties as the Board of Trustees, the Executive Committee or the Executive Director may direct. The Treasurer shall be subject to any restrictions or prohibitions that may be imposed by the Board of Trustees or the Executive Committee.
    5. 5. Secretary.
      The Secretary shall keep the minutes of all meetings of the Board of Trustees and all meetings of the Executive Committee; shall keep all documents and records pertaining to the operation and activities of the Association; shall issue notices of all meetings. The Secretary shall transmit a copy of the minutes of each regular, special, or telephone meeting of the Board of Trustees to each member of the Board of Trustees and each officer of the Association prior to the next meeting of the Board of Trustees.
    6. AWP/Host University Liaison
      So long as the Association keeps its offices on the campus of a member university, the board shall appoint, if required by the host university, a member of the host university’s faculty or administration to serve on the board in an ex-officio voting capacity as a liaison with the host institution.

    ARTICLE VIII

    Indemnification and Insurance

    A.  Authorized Indemnification

    Unless clearly prohibited by law or these bylaws, the Association shall indemnify any person (“Indemnified Person”) made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the Association, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section, (a) is or was a Trustee or officer of the Association, or (b) in addition is serving or served, in any capacity, at the request of the Association, as a Trustee or officer of any other Association, or any partnership, joint venture, trust, employee benefit plan or other enterprise.  The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Association shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof.

    B.  Prohibited Indemnification

    The Association shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person (or to the person whose actions are the basis for the action or proceeding) establishes, or the Board of Trustees in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

    C.  Advancement of Expenses

    The Association shall, on request of any Indemnified Person who is or may be entitled to be indemnified by the Association, pay or promptly reimburse the Indemnified Person’s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition.  However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay the Association, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified.  An Indemnified Person shall cooperate in good faith with any request by the Association that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.

    Unless clearly prohibited by law or these bylaws, the Board of Trustees may approve Association indemnification or advancement of expenses to a person (or the testator or intestate of a person) who is or was employed by the Association or who is or was a volunteer for the Association, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the Association in any capacity for any other Association, partnership, joint venture, trust, employee benefit plan or other enterprise.

    E.  Determination of Indemnification

    Indemnification mandated by a final order of a court of competent jurisdiction will be paid.  After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been ordered by a court the Board of Trustees shall, upon written request by the Indemnified Person, determine whether and to what extent indemnification is permitted pursuant to these Bylaws.  No Trustee with a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination.  If a quorum of disinterested Trustees is not obtainable, the Board of Trustees shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these Bylaws.

    F. Binding Effect

    Any person entitled to indemnification under these Bylaws has a legally enforceable right to indemnification which cannot be abridged by amendment of these Bylaws with respect to any event, action or omission occurring prior to the date of such amendment.

    G. Insurance

    The Association is not required to purchase Directors’ and officers’ liability insurance, but the Association may purchase such insurance if authorized and approved by the Board of Trustees.  To the extent permitted by law, such insurance may insure the Association for any obligation it incurs as a result of this Article VIII or operation of law and it may insure directly the Trustees, officers, employees or volunteers of the Association for liabilities against which they are not entitled to indemnification under this Article VIII as well as for liabilities against which they are entitled or permitted to be indemnified by the Association.

    H.  Nonexclusive Rights

    The provisions of this Article VIII shall not limit or exclude any other rights to which any person may be entitled under law or contract.  The Board of Trustees is authorized to enter into agreements on behalf of the Association with any Trustee, officer, employee or volunteer providing them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in this Article VIII.

    ARTICLE IX

    Limitations on Activities

    The Association shall be operated exclusively for the promotion of literary education and literary audience development, and no part of its net earnings shall inure to the benefit of or be distributable to its Board of Trustees, Executive Committee members, officers or organizations organized and operating for profit, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes as set forth in Article II hereof. The Association shall not participate in, or intervene in (including the publishing and distribution of statements), any political campaign on behalf of a candidate for public office. No substantial part of the activities of the Association shall consist of carrying on propaganda, or otherwise attempting to influence
    legislation, except to the extent permitted by law for nonprofit tax-exempt associations. Notwithstanding any provision in these bylaws or in the Articles of Incorporation, the Association shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501(a) or the Internal Revenue Code of 1954 as an organization described in section 501(c)(3) of such code (or the corresponding provisions of any future United States internal revenue law).

    ARTICLE X

    Miscellaneous

    A. Annual Accounting Period.

    The annual accounting period of the Association shall be a fiscal year ending June 30 of each year.

    B. Inspection of Books and Records.

    Both the Secretary and the Treasurer shall permit any Trustee or her or his duly authorized agent or attorney to inspect all books and records of the Association for any proper purpose at any reasonable time.

    C. Definition of Conflicts of Interest

    A conflict of interest will be deemed to exist whenever an individual is in the position to approve or influence Association policies or actions which involve or could ultimately harm or benefit financially:  (a) the individual; (b) any family member (spouse, domestic partner, grandparents, parents, children, grandchildren, great grandchildren, brothers or sisters (whether whole or half blood), and spouses of these individuals); or (c) any organization in which he or a family member is a director, trustee, officer, member, partner or more than 10% of the total (combined) voting power.  Service on the board of another not-for-profit corporation does not constitute a conflict of interest.

    D.  Disclosure of Conflicts of Interest

    A Trustee or officer shall disclose a conflict of interest:  (a) prior to voting on or otherwise discharging his duties with respect to any matter involving the conflict which comes before the Board or any committee; (b) prior to entering into any contract or transaction involving the conflict; (c) as soon as possible after the Trustee or officer learns of the conflict; and (d) on the annual conflict of interest disclosure form. 

    The Secretary of the Association shall distribute annually to all Trustees, officers and key employees (as identified by the Association), a form soliciting the disclosure of all conflicts of interest, including specific information concerning the terms of any contract or transaction with the Association and whether the process for approval set forth in this policy was used.  Such disclosure form may require disclosure of other relationships that may not constitute an actual conflict of interest, but which are required to be disclosed in order for the Association to comply with any reporting requirements.

    E.  Approval of Contracts and Transactions Involving Potential Conflicts of Interest

    A Trustee or officer who has or learns about a potential conflict of interest should disclose promptly to the Secretary of the Association the material facts surrounding any potential conflict of interest, including specific information concerning the terms of any contract or transaction with the Association.  All effort should be made to disclose any such contract or transaction and have it approved by the Board before the arrangement is entered into.

    Following receipt of information concerning a contract or transaction involving a potential conflict of interest, the Board shall consider the material facts concerning the proposed contract or transaction, including the process by which the decision was made to recommend entering into the arrangement on the terms proposed.  The Board shall approve only those contracts or transactions in which the terms are fair and reasonable to the Association and the arrangements are consistent with the best interests of the Association.  Fairness includes, but is not limited to, the concepts that the Association should pay no more than fair market value for any goods or services which the Association receives and that the Association should receive fair market value consideration for any goods or services that it furnishes others.  The Board shall set forth the basis for its decision with respect to approval of contracts or transactions involving conflicts of interest in the minutes of the meeting at which the decision is made, including the basis for determining that the consideration to be paid is fair to the Association.

    F.  Validity of Actions

    No contract or other transaction between the Association and one or more of its Trustees or officers, or between the Association and any other corporation, firm, association or other entity in which one or more of its Trustees or officers are directors or officers, or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Trustee or Trustees or officer or officers are present at the meeting of the Board of Trustees, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose, if the material facts as to such Trustee’s or officer’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the Board or committee, and the Board or committee authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested Trustee or officers.  Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board of Trustees or committee which authorizes such contract or transaction.  At the time of the discussion and decision concerning the authorization of such contract or transaction, the interested Trustee or officer should not be present at the meeting.

    G.  Employee Conflicts of Interest

    An employee of the Association with a potential conflict of interest in a particular matter shall promptly and fully disclose the potential conflict to his supervisor.  The employee shall thereafter refrain from participating in deliberations and discussion, as well as any decisions, relating to the matter and follow the direction of the supervisor as to how the Association decisions which are the subject of the conflict will be determined.  The Executive Director shall be responsible for determining the proper way for the Association to handle Association decisions which involve unresolved employee conflicts of interest.  In making such determinations, the Executive Director may consult with legal counsel.

    The Executive Director shall report to the Board at least annually concerning employee conflicts of interest which have been disclosed and contracts and transactions involving employee conflicts which the Executive Director has approved.

    ARTICLE XI

    Construction of Bylaws

    In respect to all questions of construction of the Association’s bylaws, the decision of the Board of Trustees shall be final and conclusive but shall not be inconsistent with any applicable statute.

    ARTICLE XII

    Amendments

    The Board of Trustees shall have the power to alter, amend, repeal, or add to any of the bylaws of the Association and to adopt new bylaws in the place of any provisions deleted upon approval of two-thirds of the members of the Board of Trustees then in office as provided for in Article IV paragraph M of these bylaws. The text of any such amendments shall be included in the notice for the meeting at which such amendment is to be acted upon.