By-Laws

The Bylaws of the Austin Poetry Society

Adopted December 19, 2009, revised October 16, 2010, Feb. 19, 2011 and July 17, 2015

A 501(c)(3) Non-Profit Organization and Registered as a Texas Non-Profit Corporation March 13, 2008

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BYLAWS PART A

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ARTICLE I – NAME

The name of this organization shall be the Austin Poetry Society.

ARTICLE II – PURPOSE

The purpose of this Society shall be to promote recognition of the art of poetry, to kindle a finer and more intelligent appreciation of poetry, and to encourage the writing and reading of poetry.

ARTICLE III – MEMBERSHIP

Section 1. Membership in this Society is automatic upon payment of dues. [Also see Bylaws Part B Article IV–Membership Requirements.]

Section 2. Only Members, Honorary Members, and Life Members shall be eligible to hold elective office, vote in the election of Officers, participate in APS contests and vote upon proposed amendments to the Bylaws.

Section 3. Subject to the approval of the Society, Honorary Membership shall be bestowed on outstanding poets who have made an extraordinary contribution to the purposes of this Society.

Section 4. Members who have made a contribution of twenty-five times the current minimum dues of the Society shall be awarded Life Membership.

Section 5. A person contributing $10 or more to the support of the Society shall be declared a Patron Member for that year.

ARTICLE IV – OFFICERS AND BOARD MEMBERS

The Officers and Board Members of this Society shall be President, Vice President, Communication Director, Membership Director, Secretary, Treasurer, and two At-Large Members appointed by the President. The term of office for these Officers and Board Members shall be two years. The two-year term for the President, Secretary, Membership Director and At-Large Members begins in May of odd-numbered years. The two-year term for the Vice-President, Treasurer, and Communication Director begins in May of even-numbered years.

ARTICLE V – BOARD OF DIRECTORS

The Board of Directors shall consist of two members-at-large appointed by the President and the six Officers of the Society, who shall be ex officio members of the Board of Directors. Five shall constitute a quorum for the transaction of business.

ARTICLE VI – ELECTIONS

The Nominating Committee shall present names of Officer Nominees at the March meeting. At the April meeting, further nominations will be accepted from the floor, and elections will be conducted by a show of hands. The nominee receiving the majority vote shall be elected. The Officers-Elect shall be sworn in at the May meeting and shall assume duties immediately after this meeting.

ARTICLE VII – VACATED POSITIONS

When one of the offices on the Board is vacated, the President may appoint any member of the Society to act in that position until the next monthly meeting, at which time the President must announce the appointment. Any member present in the meeting may request a special election for the office to be held in the immediately following monthly meeting. If no such request occurs, the appointee is confirmed by the membership to serve out the program year. If a member requests a special election, the appointee shall serve till the election and be considered to be nominated by the President for the position. Other nominations shall be accepted from the floor. The nominee receiving a majority vote shall be elected and take office immediately. When the position of an At-Large member of the Board is vacated, the President may appoint the replacement, and no election is required.

ARTICLE VIII – APPOINTMENT OF COMMITTEES

As soon as may be feasible after election, the President shall appoint Chairpersons for the following Standing Committees, to serve for one year: Finance, Monthly Contest, Annual Awards Contest, Publications, and other committees as necessary. The President shall provide a list of the Committee Chairpersons and members to the Yearbook Chairperson by September 1.

ARTICLE IX – MEETINGS

Meetings shall be held each month, September through May, at a time and place selected by the President or an appointed committee. The preferred day of the month is third Saturday. Each month’s meeting place will be secured as soon as possible and made available in the yearbook. The specific dates may be changed if a significant date conflict occurs.

ARTICLE X – CONTESTS

Section 1. MONTHLY CONTESTS – Two contests shall be held each month: one for General Verse (serious poetry), and one for Light Verse. Qualified critics are to judge these contests, and no more than five poems of each type (Selected by the Monthly Contests Chair) are to be printed and distributed to members present at each meeting, and collected before the end of the meeting for shredding.

Section 2. ANNUAL AWARDS CONTESTS – Annual contests are to be sponsored by the Society and by individual members. An Annual Awards Meeting shall be held in May for announcement of winners and distribution of prizes.

Section 3. With the approval of the President and appropriate Contest Chairs, additional contests may be sponsored by individuals and/or the Society at the Monthly or Annual level. Certain contests may be opened to non-members on condition of a special entry fee.

ARTICLE XI – THE HARRY GROLL NEWTON MEMORIAL FUND

By authority of the Board of Directors of 1975-76, confirmed by a majority vote of the Society as a whole in a subsequent regular meeting, it was determined that proceeds from the sale of Poetry House be permanently invested at interest to be paid quarterly, and that the principal of five thousand dollars ($5,000.00) should remain a permanent fund, to be known as the Harry Groll Newton Memorial Fund.

 

The income from this fund is to be used to pay for operating expenses of the Society. At the suggestion of the Board of Directors, confirmed by a majority vote of the Society in a regular meeting subsequently, it was further determined that use of the permanent fund may be changed only by signed ballot of 75 % of the Paid, Honorary and Life Members in the year in which the change is to be made.

ARTICLE XII – PUBLICATIONS The Annual Yearbook, Monthly Newsletter, Annual Anthology, and any publications as directed by the Board will be completed under direction of the Publication Committee.

Section 1. Prior to the first meeting in October, the Society shall publish an online Yearbook, the contents of which shall be approved by the Board of Directors. Members unable to access the Yearbook online can notify the Membership Director and receive a printed copy.

Section 2. The Society may also issue monthly newsletters, books, anthologies, and other publications in print or online as approved by the Board of Directors.

ARTICLE XIII – AMENDMENTS

Amendments to the Bylaws may be made at any regular meeting, provided written notice of the proposed amendments is filed with the Recording Secretary at the preceding meeting. The proposed amendment will be adopted upon receiving an affirmation vote of two-thirds of those present.

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BYLAWS PART B

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ARTICLE I – DUTIES OF MEMBERS OF THE BOARD OF DIRECTORS

Section 1. The President shall preside at all meetings of the Society and perform all duties pertaining to the office.

Section 2. The Vice-President shall be an ex officio chair of the Programs and Judges Committee, shall prepare a list of qualified judges willing to serve for the following year, and shall provide a copy of this list to the President. The Vice-President shall also be responsible for public notice of meetings and achievements of the Society, making arrangements for the observation of Texas Poetry Day (October 15) and Poetry Month (April), and shall report such arrangements to the President. In the absence of the President, the Vice President shall preside and perform all duties of that office.

Section 3. Communication Director is responsible for on-line society presence e.g. Austin Poetry Society website, Facebook and other electronic media as approved by the Board of Directors. The Newsletter shall be posted on the website monthly and archived on the site for at least two years. Use of photos as appropriate will be encouraged both as part of the Newsletter and on the Society’s other social media outlets.

Section 4. Membership Chair will maintain and update the membership list through information on additions by renewal and new membership transmitted from the Treasurer (or designated member of Finance Committee). Membership Director will make current list available to the Newsletter Editor and Board of Directors at least on a monthly basis. Also maintains constant contact database for direct communication with members by email.

Section 5. The Secretary shall take the Minutes of all meetings of the Society and of the Board of Directors and shall provide the President a copy within two weeks, to be made available before the next meeting. The Secretary shall accept any proposed amendments to the bylaws presented from the floor during a meeting.

Section 6. The Treasurer shall have charge of all business records; shall act as Chairperson of the Finance Committee; shall collect dues, prize monies and contributions for special causes due the Society; shall deposit all funds in the name of Austin Poetry Society in a bank or savings institution designated by the Society; and shall withdraw funds for expenditures approved by the Board of Directors. The Treasurer shall also maintain control over the Paypal and Submittable accounts. Proviso: In the temporary absence of the Treasurer, the President shall have authority to sign checks so approved. All bank signature cards shall be updated yearly.

The Treasurer shall make Monthly Reports and an Annual Report in May, of all receipts and disbursements. Separate accountings of the Annual Awards Contests Fund and Disbursement shall be kept.

The Treasurer shall give the Membership Director a list of all new and renewing members as the information is received. Following the Annual Meeting in May, the Treasurer working with the Membership Director shall also furnish the Yearbook Committee with an accurate list of members in good standing.

Section 7. The Newsletter Editor(s) shall compile the Society’s newsletter once a month during Sept through May. The Newsletter Editor, Communication and Membership Directors will coordinate their efforts to maintain an accurate membership roster and help fulfill the purpose of the Society. ** Any society member who cannot access an online version shall notify the Newsletter editor(s) and receive postal copies of the monthly newsletter. In addition, the online version shall be formatted so that all or parts of the document can easily be printed on a local printer.

Section 8. At-large members of the Board of Directors shall assist the elected officers as needed.

ARTICLE II – DUTIES OF STANDING COMMITTEES

Section 1. FINANCE COMMITTEE

The Finance Committee (consisting of the Treasurer, the President, the Chairs of the Monthly and Annual Awards Contests, and one member-at-large appointed by the President) shall prepare a proposed budget for the each year and submit it to the Board of Directors for approval before the Annual Meeting. The Finance Committee shall provide for an audit of the Society’s books immediately preceding the election of Officers each year, and shall report to the Annual Meeting. This audit shall be made by a competent person selected by the Board of Directors.

Section 2. MONTHLY CONTESTS COMMITTEE

The Monthly Contests Committee shall collect and transmit all contest poems to the judge, copy the selected poems, and make arrangements for the same to be distributed to members at the meeting and shredded after the results are announced.

Section 3. ANNUAL AWARDS CONTESTS COMMITTEE

The Annual Awards Contests Committee, in accordance with the Bylaws and special rules approved by the Board of Directors, shall contact contest sponsors, transmit all poems to the judges, tabulate returns from the judges, and shall supervise all matters pertaining to the Annual Awards Contests.

Section 4. YEARBOOK COMMITTEE

The Yearbook Committee shall compile information and arrange for online yearbooks. Members who cannot access the online copy of the yearbooks will receive printed copy as distributed under direction of the Publication Committee.

Section 5. PUBLICATION COMMITTEE

The Publication Committee shall consist of the Membership Chair, Newsletter Editor, Anthology Editors, Yearbook Editor plus additional members as may be needed. It is responsible for providing content for yearbook (in coordination with Membership Chair), sections for the Newsletter, annual anthology and for editing the final products of the Society. Members may also be asked to provide specific short articles for the newsletter.

Section 6. NOMINATING COMMITTEE

The Nominating Committee shall be named at the February meeting. They shall present a slate of elective Officer nominees for the forthcoming year at the March meeting, which shall be voted on at the April meeting.

ARTICLE III – SPECIAL COMMITTEES

Section 1. All committees not otherwise provided for in the Bylaws may be appointed by the incoming President, and shall be announced at the next meeting.

Section 2. The President, with the approval of the Society, shall appoint a representative to any meeting of direct interest to the Society. Expenses will be allowed only as recommended by the Society.

ARTICLE IV – MEMBERSHIP REQUIREMENTS

Membership in this Society is automatic upon payment of dues. New members are strongly encouraged to introduce themselves, or to have an active member present them at the next meeting of the Society. The President, Treasurer, Secretary and the Newsletter Editor(s) shall be provided with each member’s name, address and phone number, or any subsequent changes thereof, as soon as possible.

ARTICLE V – MEMBERSHIP DUES

Annual dues shall be set by a majority of the members present at the April meeting, payable for the ensuing year in May or later. However, members are encouraged to pay dues at the Annual Meeting in May, in order that the Yearbook Membership Roster will be current when published.

ARTICLE VI – DISCONTINUANCE OF MEMBERSHIP

Any member may be automatically dropped from the rolls of the Society for failing to pay annual dues by November 30th.

ARTICLE VII – CONTESTS

Section 1. All Active dues-paid members, Life Members and Honorary Members shall be eligible to compete in the regular contests held by the Society, and to receive prizes.

Section 2. Contest awards and entry fees shall be designated year by year by the Board of Directors.

Section 3. MONTHLY CONTESTS

There shall be two categories, to wit: General Verse (serious) and Light Verse. Members may enter either or both categories each month, provided the individual member has not received the First Place Critic’s Choice in the respective category the previous month.

 

A qualified Critic Judge shall be selected by the Monthly Contest Committee for these contests. This judge shall receive all the poems submitted and shall select no more than five poems in each category, graded 1st through 5th according to merit, which shall be read for the Popular Vote in the regular meetings. More detailed procedures are available in the Standard Operating Procedures.

Section 4. ANNUAL AWARDS CONTESTS

The Society shall have an Annual Contest, for which poems shall be submitted to the Annual Awards Contests Chair or by another method (e.g., use of Submittable) as determined by the Board. All poems entered in these annual contests shall be gathered by the Annual Awards Contest Chair, who shall hold all clues to the identity of the authors in strictest confidence. Each annual contest shall be judged anonymously by a competent judge.

 

If any poems submitted fail to comply with the rules of the contest, they shall be eliminated by the Annual Awards Contests Committee. Winners shall be announced and prizes distributed at the Annual Awards meeting held in May. Detailed contest procedures are contained in the Standard Operations Procedures

ARTICLE VIII – PARLIAMENTARY PROCEDURE

The Society shall follow the revised Robert’s Rules of Order on points not covered by these Bylaws.

BUT NOTE: Since this Society was organized as a Chapter of the Poetry Society of Texas, the Constitution and By-Laws of that body may be considered binding on Austin Poetry Society in matters not covered herein.

[Appendix A to Bylaws Part B – Conflict of Interest Policy follows below]

Appendix A to Bylaws Part B, Austin Poetry Society:

Conflict of Interest Policy

adopted December 19, 2009

Article I – Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II – Definitions

  1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

  1. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
  2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III – Procedures

  1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

  1. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

  1. Procedures for Addressing the Conflict of Interest
  2. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
  3. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  4. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  5. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
  6. Violations of the Conflicts of Interest Policy
  7. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  8. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV – Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V – Compensation

  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI – Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII – Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, in impermissible private benefit or in an excess benefit transaction.

Article VIII – Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.