ARTICLE ONE - Name, Location and Offices

1.1 NAME: The name of this corporation shall be GEORGIA WRITERS, INC. (hereafter called "GEORGIA WRITERS").
1.2 Registered Office and Agent. GEORGIA WRITERS shall maintain a registered office in the State of Georgia, and shall have a registered agent whose address is identical with the address of such registered office, in accordance with the requirements of the Georgia Nonprofit Corporation Code. The registered office may be, but need not be, identical with the principal office in the State of Georgia, and the address of the registered office may be changed from time to time by the Board of Directors.
1.3 Other Offices. The principal office of GEORGIA WRITERS shall be located within the State of Georgia. GEORGIA WRITERS may have other offices, at such place or places, within or without the State of Georgia, as the Board of Directors may determine from time to time of the affairs of GEORGIA WRITERS may require or make desirable.

ARTICLE TWO - Purposes

2.1 Nonprofit Corporation. GEORGIA WRITERS shall be organized and operated as a nonprofit corporation under the provisions of the Georgia Nonprofit Corporation Code.

2.2 Purpose of Corporation: Charitable, Educational and Cultural Purposes. GEORGIA WRITERS is a voluntary association of individuals the purpose of which, as set forth in the articles of incorporation, are exclusively charitable, educational and cultural within the meaning of section 501(c)(3) of the Internal Revenue Code. The purposes of GEORGIA WRITERS shall include, but shall not be limited to, the following:

(a) To engage in literary and cultural activities and to sponsor literary and cultural events;
(b) To promote the development and advancement of the literary arts and support and assist writers by acting as a resource for information in the state of Georgia;
(c) To encourage a wider interest in and patronage of literary arts and culture and to foster greater understanding and appreciation of literary arts and culture;
(d) To design, promote and encourage creative and educational activities for writers of all areas of interest and all levels of experience; and to unite persons interested in writing and in literature in the study, improvement and advancement of literary art and culture; and
(e) To perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, to carry out any of the purposes of GEORGIA WRITERS, as set forth in the articles of incorporation and these Bylaws, including the exercise of all other power and authority enjoyed by corporations generally by virtue of the provisions of the Georgia Nonprofit Corporation Code (subject to and within the limitations of section 501(c)(3) of the Internal Revenue Code).

ARTICLE THREE - Board of Directors and Election of Directors and Officers

3.1 Authority and Responsibility. The governing body of GEORGIA WRITERS shall be the Board of Directors (hereinafter sometimes referred to as the "Board"), the membership of which shall consist of the officers of GEORGIA WRITERS plus such non-officer Directors as are provided for in Paragraph 3.2. The Board shall have general supervision, control and direction of the management, affairs and property of GEORGIA WRITERS, shall establish membership categories and the applicable dues, if any, for such membership categories; shall actively prosecute its purposes and objectives and supervise expenditures and the disbursement of funds of GEORGIA WRITERS; shall determine its general policies and changes thereto. Such policies may be (but shall not be required to be) reduced to written form for inclusion in a written Policy Manual, which if so maintained, shall be made available for inspection to any member in good standing upon written request to GEORGIA WRITERS. The Board may adopt, by majority vote (see Paragraph 4.6), such rules and regulations for the conduct of its business and the business of GEORGIA WRITERS as shall be deemed by it to be advisable (so long as such rules and regulations are not otherwise inconsistent with these Bylaws), which rules and regulations may be (but shall not be required to be) incorporated into the Policy Manual, if any. The Board may, in the execution of the powers vested in it, delegate certain authority and responsibility to an Executive Director, one or more officers or such other persons as the Board deems appropriate. Under no circumstances shall the fundamental and basic purposes of GEORGIA WRITERS, as expressed in the Articles of Incorporation, be amended or changed. The Board shall not permit any part of the net earnings or capital to inure to the benefit of any member, Director, officer or other person; provided that GEORGIA WRITERS shall be authorized to employ such agents as may be authorized by these Bylaws and to pay such agents reasonable compensation for services rendered to GEORGIA WRITERS.

3.2 Members of Board of Directors.

(a) The Board shall consist of a minimum of nine (9) members and a maximum of seventeen (17) members. In addition to the officers of GEORGIA WRITERS, the Board shall consist of (I) additional persons who are not officers, employees or other agents of GEORGIA WRITERS, such additional Directors to be designated as Members-at-Large and who shall include the immediate past President (unless said immediate past President declines or resigns, in which case the immediate past Vice President, if any, shall have the same opportunity, again with the option to decline or resign), and (ii) the Executive Director, if any.
(b) Members of the Board shall be nominated by the Nominating Committee and elected by the general membership at the applicable annual meeting that the applicable nominee is nominated or re-nominated for a Board position.. At any other time, additions to the Board shall be made by majority vote of the Board in the same manner as vacancies are filled (see Paragraph 3.5). Subject to the other terms of these Bylaws, additional Member-at-Large Board members may be added at the discretion of the Directors, by majority vote of the Board, as the need for additional Board members is perceived.

3.3 Manner of Election and Term of Office.

(a) A Nominating Committee consisting of at least two members of the Board shall be selected by the President and approved by the Board no later than March each fiscal year. The Nominating Committee shall select a slate of officers and persons to fill such Director's positions as are then required to be elected and shall submit the slate at the regular May meeting (or as soon thereafter as is practicable) of the general membership of GEORGIA WRITERS, at which time the election of Directors and officers shall be held. Prior to the election at said meeting, Board member and officer nominations from any GEORGIA WRITERS member in good standing and entitled to vote at such meeting may be taken as if the Nominating Committee had submitted such nominees. For each position for which there is more than one candidate, each candidate shall have an opportunity to speak at the meeting to the members, with the same time limit provided for each person for the same position (said time limit to be set at the sole discretion of the President or other presiding officer). The President or other presiding officer shall have the option to have any disruptive attendee lawfully removed if said attendee is interfering with any candidate's speech or with the voting process. A majority vote of the members present shall constitute election.
(b) Officers elected pursuant to Paragraph 3.3 (a) shall assume office on July 1 for a term of one year; provided, however, that officers may hold successive terms if elected for successive terms. Directors shall serve for the period of time for which such Director was elected or appointed. The Board shall be divided into three groups, designated Group 1, Group 2 and Group 3, respectively, each of which as nearly as possible shall represent one-third of the total Board positions then designated. Members of Group 1 shall initially serve a term of three (3) years; members of Group 2 shall initially serve a term of two (2) years; and members of Group 3 shall initially serve a term of one (1) year. Thereafter, members of each group of Directors subsequently nominated and elected shall serve terms of three (3) years each unless a Director is appointed or elected to fill an unexpired term of a Board member then having a lesser term to be completed. Directors may hold successive terms if elected for successive terms.

3.4 Removal. Any officer or Board member may be removed for cause at any special, regular or annual meeting of the Board, by concurring vote of two-thirds (2/3) of all of the Directors then in office. A removed officer's or Board member's successor may be elected by majority vote (see Paragraph 4.6) at the same or at any successive meeting to serve the unexpired term of such person. In addition, any person who is a Board member who misses two (2) consecutive regularly scheduled quarterly Board meetings shall no longer be eligible to serve as a member of the Board unless either

(i) such person is renominated and reappointed to the Board in accordance with these Bylaws or
(ii) such Board member has requested a leave of absence from active service on the Board and such leave of absence is approved at the next regularly scheduled or special Board meeting after such Board member provides notice of such request for a leave of absence.

3.5 Vacancies. In the event of vacancy in the office of President, the Vice-President shall succeed to that office to fill the unexpired term. In the event of vacancy arising at any time and from any cause in any other office, or due to the authorization of an increase in the number of Directors, such vacancy may be filled by a majority vote of the Board. Each officer so elected shall hold office until July 1 following the next annual meeting of the general membership at which elections are held for the officer or Board position to be filled.

3.6 Compensation. No Director of GEORGIA WRITERS shall receive, directly or indirectly, any salary, compensation or emolument therefrom due solely to his or her position as such Director. Notwithstanding this provision, for services rendered for which commercial compensation is customarily paid, a Director may be compensated for providing said services.

ARTICLE FOUR - Meetings of the Board of Directors

4.1 Annual Meeting of Board; Notice. The annual meeting of the Board shall be held at such place as the Board shall determine and on such day and at such time as the Board shall designate. Unless waived as contemplated in Section 5.2, written notice of the time and place of such annual meeting shall be given by the Secretary (which may be by e-mail, regular mail, overnight delivery service or by telegram) not less than ten (10) nor more than (50) days before such meeting. The Secretary shall make reasonable attempts to ensure that the Board members actually receive said notices.

4.2 Regular Meetings, Notice. The Board shall hold at least four regular meetings during each fiscal year. Such meetings shall be held at such times and at such places as the President may prescribe. Notice of the time and place of such regular meeting shall be given by the Secretary either personally, by telephone, mail, telegram or e-mail, not less than seven (7) nor more than ninety (90) days before such meeting.

4.3 Special Meetings, Notice. Special meetings of the Board may be called by or at the request of the Executive Director, the President, or by any two (2) of the Directors in office at that time. Notice of the time, place, and purpose of any special meeting of the Board shall be given by the Secretary either personally, by telephone, mail, telegram or e-mail or any other method of communication that is reasonable under the circumstances, at least twenty four (24) hours before such meeting. The Secretary shall make reasonable attempts to ensure that the Board members actually receive said notices.

4.4 Waiver. Attendance by a Director at a meeting shall constitute waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of business because the meeting is not lawfully called and provided that such objection is stated at the beginning of such meeting.

4.5 Quorum. At meetings of the Board, a minimum of five (5) of the Directors then in office shall be necessary to constitute a quorum for the transaction of business.

4.6 Vote Required for Action. Except as otherwise provided in these Bylaws or by law, the act of a majority of the Directors present at a meeting at which a quorum is present, shall be the act of the Board. It is noted that adoption, amendment and repeal of provisions of these Bylaws is provided for in Article Thirteen of these Bylaws and that vacancies in the Board may be filled as provided in Section 3.5 of these Bylaws.

4.7 Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent or ratification, in writing, setting forth the action so taken is signed by all the members of the Board then in office; such consent shall have the same force and effect as a unanimous vote at a meeting duly called. The signed ratification, consent, or a signed copy thereof, shall be placed in the minute book.

4.8 Telephone and Similar Meetings. Directors may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.

4.9 Adjournments. A meeting of the Board may be adjourned by the President. A meeting of the Board may be temporarily adjourned by the presiding officer at such meeting of the Board with the concurrence of a majority of those Directors present to reconvene at a specific time and place. Notification of the reconvened meeting shall be made in accordance with Paragraph 4.3 herein.

ARTICLE FIVE - Notice and Waiver

5.1 Procedure. Whenever these Bylaws require notice to be given to any Director, the notice shall be given as prescribed in Article Four. Whenever notice is given to a Director by mail, the notice shall be sent first-class mail by depositing the same in a post office or letter box in a postage prepaid sealed envelope addressed to the Director at his or her address as it appears on the books of GEORGIA WRITERS; and such notice shall be deemed to have been given at the time the same it is deposited in the United States mail. Notice shall be deemed to have been given by telegram, commercial courier, or cablegram at the same time notice is filed with the transmitting agency. Notice shall be deemed to have been given by e-mail twenty-four hours after the time and date record indicated on a bona fide copy of the sender's e-mail.

5.2 Waiver. Whenever any notice is required to be given to any Director by law, by the articles of incorporation, or by these Bylaws, a waiver thereof in writing signed by the Director entitled to such notice, whether before or after the meeting to which the waiver pertains, shall be deemed equivalent thereto.

ARTICLE SIX - Board of Advisors

6.1 Appointment. The majority vote of the Board (see Paragraph 4.6) may appoint and remove such persons as it reasonably deems necessary or desirable to act as a Board of Advisors of GEORGIA WRITERS. To the extent possible, the Board of Advisors should consist of representatives of the business community, the educational community, the publishing community, and the literary and arts community. The number of persons appointed to constitute the Board of Advisors shall be determined in the sole discretion of the majority vote of the Board:

6.2 Purpose. It shall be the function and purpose of the Board of Advisors to advise the Board on matters relating to the business and affairs of GEORGIA WRITERS, and to suggest or be available for consultation with regard to projects or activities which GEORGIA WRITERS may undertake, consistent with its exempt purposes, in furtherance of its goals and objectives.

ARTICLE SEVEN - Officers and Employees

7.1 Number and Qualifications. The officers of GEORGIA WRITERS may consist of a President, an Executive Vice President, a Vice-President, a Secretary (and one or more Assistant Secretaries) and a Treasurer (and one or more Assistant Treasurers), but GEORGIA WRITERS shall not be required to have at any time any officers other than a President, a Secretary and a Treasurer. Any two (2) or more offices may be held by the same person, except the offices of the President and the Secretary (or Assistant Secretary).

7.2 Election and Term of Office. The officers of GEORGIA WRITERS shall be elected according to Article 3 and shall serve for terms of two (2) years until their successors have been elected and qualified, or until their earlier death, resignation, removal, retirement, or disqualification.

7.3 Executive Director and Other Agents. The Board may appoint an Executive Director who shall remain as an agent of GEORGIA WRITERS during the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board may from time to time determine, and as in Paragraph 7.6 herein. The Board may appoint from time to time such other agents as it may deem necessary or desirable, each of whom shall remain as an agent during the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board may from time to time determine.

7.4 Removal. Any officer elected by the general membership or elected or appointed by the Board may be removed for cause at any special, regular, or annual meeting of the Board, by concurring vote of two-thirds (2/3) of all of the Directors then in office. A removed officer's successor may be elected by majority vote at the same or any successive meeting to serve the unexpired term. However, any such removal shall be without prejudice to the contractual rights and other legal protections, if applicable, of the officer so removed.

7.5 Vacancies. A vacancy in any office arising at any time and from any cause may be filled for the unexpired term by majority election at any meeting by the Board, in accordance with Paragraph 3.5 herein.

7.6 Executive Director.

(a) The Executive Director, if any, shall be the principal operating officer of GEORGIA WRITERS and shall have supervision of the day to day activities of GEORGIA WRITERS. The Executive Director shall call meetings as required and needed, and shall represent GEORGIA WRITERS whenever necessary. To the extent authorized by the Board, the Executive Director shall be authorized to enter into any contract or agreement and to execute in the corporate name, any instrument or other writing. The Executive Director shall see that all orders and resolutions of the Board are carried into effect. He or she shall supervise and direct the management and operation of GEORGIA WRITERS and make all decisions as to the business affairs of GEORGIA WRITERS that may arise between meetings of the Board, and the other employees of GEORGIA WRITERS shall be under his/her supervision. He or she shall perform such other duties and have such other authority and powers as the Board may from time to time prescribe.
(b) The Executive Director may be removed by concurring vote of two-thirds (2/3) of all of the Directors then in office for the following reasons and none other: incompetence, continued neglect of his or her duties to the detriment of GEORGIA WRITERS (as reasonably determined by the Board), gross negligence of prescribed duties, the commission of criminal acts or acts of dishonesty, the commission of any act of malfeasance that compromises the integrity of GEORGIA WRITERS (as reasonably determined by the Board) or its 501(c)(3) designation, or the lack of sufficient funds to pay the Executive Director.
(c) Officers and members of the Board shall use their reasonable efforts to keep the Executive Director advised of all official meetings concerning GEORGIA WRITERS, and of any other official business of GEORGIA WRITERS, in order to be kept properly informed of the organization's operations and its presence in the greater community.
(d) The Executive Director shall be considered to be an employed agent of GEORGIA WRITERS and shall be compensated according to the policies prescribed by the Board from time to time. Notwithstanding the foregoing, GEORGIA WRITERS shall not be obligated to compensate the Executive Director if the Board believes in its discretion that insufficient funds exist to compensate the Executive Director.

7.7 President. The President shall preside at Board meetings, prepare the Board agenda, appoint executive committees as needed, oversee the actions of such committees, and provide general direction and supervision of the Board and its activities. He or she shall perform other duties and have other authority as the Board may from time to time delegate. In addition, at all regular monthly meetings of the general membership, the President shall preside, shall be responsible for planning the agenda with the assistance of the Executive Director, and, if applicable, shall cooperate with the Vice-President for the program activities. The President shall serve as ex-officio member of all committees except the Nominating Committee, shall appoint persons to serve on committees established by the President, and shall assist in appointing persons to serve on any committee established by the Executive Director, if applicable.

7.8 Vice-President. If applicable, the Vice-President shall, in the absence or disability of the President, perform the duties and have the authority, in the absence of the President, to exercise the powers of the President. He or she shall perform other duties and have other authority as the President or the Board may from time to time delegate. He or she shall serve as Program Chair for the regular monthly meetings of the general membership and shall perform other duties and have other authority as the President or the Board may from time to time delegate.

7.9 Secretary and Assistant Secretaries. The Secretary (or his or her designee) shall attend all meetings of the Board and give or cause to be given, notice of all meetings of the Board as required by Paragraphs 4.1, 4.2, and 4.3 herein. One or more Assistant Secretaries, if so designated, may also carry out the duties of the Secretary (either as designated by the Secretary or by the Board). The Secretary (or his or her designee) shall also do or cause to be done the following:

(a) Maintain accurate minutes of all meetings of the Board and all business sessions of the membership, send at least two (2) membership renewal notices to all members (within the official newsletter shall be permissible for such purpose); record all votes and actions at all official meetings, and submit a copy of the minutes to the President and all Board members within two weeks after each meeting (or as promptly thereafter as is practicable); write correspondence as specified by the prevailing policies of the organization (see Paragraph 3.1), the President, the Executive Director or the Board; maintain records of attendance at all meetings; and, with the assistance of the Executive Director, maintain, or cause to be maintained, up-to-date records of members' names, addresses, telephone numbers and/or other contact information, in an official database of GEORGIA WRITERS.
(b) Keep in safe custody the physical seal, if any, of GEORGIA WRITERS and, when authorized by the Board, the President, or the Executive Director, affix it to any instrument requiring it (provided, that other officers or persons authorized by the Board may also affix the seal).

7.10 Treasurer. The Treasurer shall be responsible for doing, or causing to be done, the following: collecting members' dues and donations; receiving all funds for GEORGIA WRITERS and depositing funds in such financial institutions as are approved by the Board (see Paragraph 4.6); and paying all bills approved by the Executive Director or majority vote of the Board (see Paragraph 4.6). One or more Assistant Treasurers, if so designated, may also carry out the duties of the Treasurer (either as designated by the Treasurer or by the Board). The Treasurer (or his or her designee) shall also do or cause to be done the following:

(a) Maintain records as specified by the then prevailing policies of the organization; prepare Treasurer's Reports for each Board meeting; and prepare an annual financial report (in such form and substance as the Board may designate) by July 15th of each year (or as soon thereafter as is practicable).
(b) Sign all checks, drafts or orders for the payment of money. Checks must be signed by the Treasurer or the Executive Director, or in the absence of the ability of the Treasurer or Executive Director to do so, checks shall be signed by the President; provided however that all checks in excess of $1,000 must be signed by at least two persons authorized by these Bylaws to sign checks. In the absence of a Treasurer, the Secretary (or such other person as is designated by the Board) shall temporarily assume the duties of the Treasurer. The Treasurer shall be under the supervision of the President and the Board generally., and he/she shall perform such other duties and have such other authority and powers as the President or the Board may from time to time prescribe.

ARTICLE EIGHT - Membership and Dues

8.1 Eligibility. Any person who subscribes to the objectives of GEORGIA WRITERS shall be eligible for membership. Upon receipt by the Treasurer of his or her payment for annual dues, that person becomes a member. No person shall be refused membership because of race, color, nationality, gender, religion or political affiliation. Any member may resign by notifying the President, the Secretary or the Executive Director in writing and with his/her signature affixed, of his or her desire to resign. However, dues shall not be refunded upon a member's resignation.

8.2 Membership Year. The membership year and the fiscal year shall be from July 1 to June 30.

8.3 Dues. Annual dues shall be determined by majority vote at any meeting of the Board. Dues of new members received after April 1 shall be applied to the next membership year. Renewal dues are payable on July 1, and if not paid by September 1, membership shall be automatically canceled for delinquent members.

8.4 Categories of Members. The Board may establish categories of memberships with differing dues, responsibilities, and benefits.

8.4 Transfer of Membership. Membership may not be transferred or assigned to another person.

8.5 Founders. Recognizing that it is important to acknowledge the contributions of those persons who founded this organization, these Bylaws take note of the fact that the founders of GEORGIA WRITERS are Anthony Grooms, Susan L. Graham and Geri Taran, all residing in the State of Georgia at the time of the founding of this organization. Accordingly, such persons are hereby recognized as the founders of GEORGIA WRITERS, and shall be considered to be members in good standing for their entire lifetimes, without necessity of paying membership dues.

ARTICLE NINE - Committees

9.1 Board Committees. The President shall determine which standing committees shall be established and shall consult with the Board and the Executive Director as to persons to be appointed as committee chairpersons and committee members. Standing committees shall include, but not be limited to, the following (provided that there shall be no requirement that GEORGIA WRITERS actually have any of such committees):

(i) Budget/Finance,
(ii) Nominating,
(iii) Audit,
(iv) GAYA,
(v) Membership and
(vi) Program. Any standing committees may also have subcommittees appointed by the chairperson of such standing committees.

9.2 Non-Board Committees. Other non-Board committees may be formed for other purposes at the discretion of the Executive Director, with notification at the next Board meeting. Any non-Board committees may also have subcommittees appointed by the chairperson of such standing non-Board committees.

9.3 Term of Appointment. Committees are appointed for the current membership year only, unless the committee shall be sooner terminated either by discretion of the President or by having served its purpose, but may be renewed at the discretion of the President for Board Committees established under Paragraph 9.1 or the Executive Director for non-Board Committees established under Paragraph 9.2.

9.4 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided for the original appointments.

9.5 Quorum. Unless otherwise specifically stated in writing by the President (minutes of the board meetings being an acceptable written instrument for said purpose) when designating a committee, or by the Executive Director in the case of non-Board Committees, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

9.6 Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by majority vote of the Board as to Board Committees.

ARTICLE TEN - Contracts, Checks, Deposits and Funds

10.1 Contracts. The Board may authorize, in writing and by majority vote at any Board meeting, any officer or officers, agent or agents of GEORGIA WRITERS, in addition to the officers so authorized by these Bylaws, to enter into any contract to execute and deliver any instrument on the name of and on behalf of GEORGIA WRITERS, and such authority may be general in nature or confined to specific instances.

10.2 Checks, Drafts, Notes, etc. All checks, drafts, or orders for the payment of money shall be handled in accordance with Paragraph 7.10.

10.3 Deposits. All funds of GEORGIA WRITERS shall be deposited in a timely manner from date of receipt, to the credit of GEORGIA WRITERS in such banks, trust companies, or other depositories as the Board may select by majority vote (see Paragraph 4.6).

10.4 Gifts. Subject to concurrence or ratification by the Board, the Executive Director and/or any Board member may accept on behalf of GEORGIA WRITERS any contribution, gift, bequest, or devise for the general purposes or for any special purpose of GEORGIA WRITERS.

ARTICLE ELEVEN - Indemnification and Insurance

11.1 Indemnification. Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, (including any action by or in the right of GEORGIA WRITERS), by reason of the fact that he or she is or was a Director, officer, employee, or agent of GEORGIA WRITERS, or is or was serving at the request of GEORGIA WRITERS as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by GEORGIA WRITERS against expenses (including reasonable attorneys' fees), judgements, fines, and amounts paid in settlement actually and reasonable incurred by him or her in connection with such action, suit, or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful, to the maximum extent permitted by and in the manner provided by the Georgia Nonprofit Corporation Code, and, if applicable, the United States Internal Revenue Code of 1986 as amended.

11.2 Insurance No person who is serving or has served as a member of the Board shall have any personal liability to GEORGIA WRITERS for monetary damages for breach of duty of care or other duty as a member of the Board; provided that this provision shall not eliminate or limit the liability of such person:

(i) for any appropriation, in violation of his or her duties, of any business opportunity of GEORGIA WRITERS;
(ii) for acts or omissions not in good faith of which involved intentional misconduct of knowing violation of the law; or
(iii) for any transaction from which such person derived an improper personal benefit. The limitation of liability conferred in this Section shall be in addition and not in lieu of all other limitations, immunities, and indemnities conferred by law, these Articles and the Bylaws of GEORGIA WRITERS.

ARTICLE TWELVE - Dissolution

12.1 Dissolution of GEORGIA WRITERS may only be made by a unanimous vote of the Board of Directors at a meeting at which all existing Directors are present, and by concurrence of a majority vote of GEORGIA WRITERS members present at the following regularly scheduled monthly meeting.

12.2 If, at any time, GEORGIA WRITERS shall be dissolved, all assets and property held by it, whether held in trust or otherwise, shall, after payment of its liabilities, be paid over to a non-profit literary support organization that agrees to perpetuate the Georgia Author of the Year Awards (if such awards are still being administered by GEORGIA WRITERS) and any ongoing functioning program of GEORGIA WRITERS, all as determined by majority vote of the Directors then in office.

ARTICLE THIRTEEN - Bylaws and Revisions

13.1 These Bylaws may be amended or revised by a majority vote of the members present at a regularly scheduled or special meeting, provided:

a) The proposed amendment or revision has been submitted to the President in writing and read (or written copies distributed or made available to all members present) at a preceding regularly scheduled or special meeting; or

b) A copy has been distributed or otherwise made available to the membership at least fourteen (14) days before the meeting at which the voting occurs (which can be by means of

(i) inclusion in any GEORGIA WRITERS newsletter mailing,
(ii) inclusion in any other official print or electronic publication of GEORGIA WRITERS,
(iii) distribution via electronic or other means (including e-mail), or
(iv) posting on a website maintained by or for GEORGIA WRITERS). The means of distribution shall be at the discretion of the Secretary or the Executive Director.

ARTICLE FOURTEEN - Parliamentary Authority

The rules contained in the then current edition of Robert's Rules of Order, shall govern GEORGIA WRITERS in all cases to which they are applicable, also in those cases in which they are not consistent with these Bylaws, and any special rules of order GEORGIA WRITERS may adopt.

ARTICLE FIFTEEN - Meetings of Members

15.1 Regular Meetings. GEORGIA WRITERS shall use its reasonable efforts to hold at least eleven regular program-related meetings of members during each fiscal year at times and places determined by the President.

15.2 Notice. Times, dates and places of meetings may be announced by means of

(i) inclusion in any GEORGIA WRITERS newsletter mailing,
(ii) inclusion in any other official print or electronic publication of GEORGIA WRITERS,
(iii) distribution of an announcement via electronic or other means (including e-mail), or
(iv) posting of notices on a website maintained by or for GEORGIA WRITERS. The means of announcement shall be at the discretion of the Secretary or the Executive Director. The newsletter, a website or other official publication (whether electronic or print) maintained by or for GEORGIA WRITERS may (but need not) serve as the principal means of communication with the general membership.

15.3 Annual Meeting of Members.

The annual meeting of the general membership shall be held at such place as the Board shall determine and on such day and at such time as the Board shall designate. Written notice of the time and place of such annual meeting shall be given by the Secretary (which may be by inclusion in the regular newsletter of GEORGIA WRITERS, by e-mail, regular mail, overnight delivery service or by telegram or by posting of a notice on a website maintained by GEORGIA WRITERS) to all persons who are non-delinquent members as of the date of the notice, such notice to be given not less than ten (10) nor more than (50) days before such meeting. At such annual meeting, members shall vote upon officers and directors presented for election in connection with such meeting and shall take up such other business as shall properly come before the general membership.

ARTICLE SIXTEEN - Miscellaneous

16.1 Books and Records. GEORGIA WRITERS shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board, and committees having any of the authority of the Board, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of GEORGIA WRITERS may be inspected by any member, or an agent or attorney, for any proper purpose at any reasonable time.

16.2 Corporate Seal. The Board may purchase a Corporate Seal according to the manner of legal corporations. The seal shall have inscribed thereon the name "Georgia Writers, Inc." and the words "Corporate Seal." Notwithstanding the foregoing, the words "Corporate Seal" shall be sufficient as a seal of the Corporation.