Policies and Procedures Manual

POLICIES AND PROCEDURE MANUAL OF CONTEMPORARY ROMANCE WRITERS

1 DEFINITIONS

1.1.      “Board” means the Board of Directors of this chapter.

1.2.      “Bylaws” means the chapter’s Bylaws, as amended to date.

1.3.      “EIN” means an Employer Identification Number, issued by the IRS.

1.4.      “The Office” means the RWA National Office.

1.5.      “PAN” means the Published Authors Network, a community of practice within RWA.

1.6.      “P&PM” means this Policy and Procedure Manual and the policies and procedures contained therein.

1.7.      “PRO” means the PRO, a community of practice within RWA.

1.8.      “Robert’s Rules” means the most current edition of Robert’s Rules of Order Newly Revised.

1.9.      “RWA” means Romance Writers of America, Incorporated.

2 CHAPTER MEMBERSHIP

2.1.      Membership Categories. As described in the Bylaws, members shall have the same membership classification within the chapter as with RWA, with the exception of Charter and Honorary membership.

2.1.1.         Members who might otherwise qualify as RWA General Members, but who are also involved in the acquisition process, will be categorized as Associate Members. Only General members shall be entitled to vote on matters submitted to a vote of the membership, including proposed bylaws amendments and the election of chapter Officers and Directors.

2.1.2.         Charter membership in the chapter may only be granted to original or founding chapter members.

2.1.3.         The Board may choose to award Honorary memberships to those members who have previously been granted Honorary membership in RWA by RWA’s Board of Directors. Honorary members shall not have any voting rights or the right to hold office in the chapter unless they also concurrently hold General membership in the chapter and RWA.

2.2.      Application for Membership and Membership Renewals.

            2.2.1. All Contemporary Romance Writers must be a member of the Romance Writers of America in good standing.

            2.2.2. All Contemporary Romance Writers must pay annual dues to be a member of the chapter. Members can renew their membership by their annual anniversary date online at MyRWA.com or by contacting the secretary to make other arrangements. Members can use either PayPal, a credit card through PayPal, or send in a check to renew their membership.

            2.2.3. Contemporary Romance Writers members will be notified 1 week before their membership expires a renewal notice. The secretary will send out these notifications based on membership expiration dates via MyRWA website

            2.2.4. New members can join Contemporary Romance Writers by signing up at MyRWA.com or contacting the secretary to make other arrangements. Payments can be made using PayPal, credit card through PayPal, or by sending in a check.

            2.2.5. Board members are not exempt from membership dues.

2.3.      Dues. $40 Contemporary Romance Writers membership renewal. $40 new Contemporary Romance Writers members.

            2.3.1 Membership dues pricing will be voted upon by a majority vote of the board of directors during the last quarterly meeting of the chapter’s fiscal year, to be put into place on the first day of January of the new year.

2.4. Membership Benefits. Exclusive web content with Contemporary Romance, friendly industry news, editor and agent interviews and more. Publicity events and promotion opportunities. Shared lists of contemporary romantic fiction friendly publishers, agents and editors. International, up-to-date news about contemporary romantic fiction publishers and trends. Discounted or free online workshops hosted by Contemporary Romance Writers focusing on craft, business, marketing/promoting, self-publishing, and more. Attend the yearly party and annual general membership meeting at the Romance Writers of America national conference. Discount pricing for entries to the annual Stiletto Contest. Access to the private Facebook group and Contemporary Romance Writers MyRWA forums. Online chapter meetings. Access to the Contemporary Romance Writers critique group. Lists of industry professionals for self-published authors.

      2.4.1. Membership benefits may be adjusted by a majority vote of the board of directors, based on the offerings of the Contemporary Romance Writers chapter.

2.5.      Termination of Membership. Occurs with non-renewal of membership dues, member found in Code of Ethics violation as voted on by the Board of Directors, or Board of Directors’ vote based on a member’s actions or activities that are deemed negative and violate ethics policy.

3 MONTHLY PROGRAMS

3.1.      Purpose. To offer education to educate, enhance, and enlighten members with regard to craft, business, industry, marketing of the contemporary romance genre.

3.2.      Dates – Generally.

3.2.1.         A monthly program shall be held on dates TBD of every month, unless otherwise determined by the Board.

3.3.      Agenda – Generally. President opens meeting, officer reports, member good news reports, RWA report, next meeting announcement, introduction of speaker, President closes meeting. Meeting agendas can be altered based on announcements to be made.

3.4.      Attendance of Monthly Programs by Non-Members. Non-members are permitted to attend 2 monthly meetings without becoming a member. After two meetings, a non-member must join the Contemporary Romance Writers and be a member in good standing with RWA. Non-members may participate in online workshops at a fee of $35, unless the workshop’s fee is set at a different price, determined by the Board of Directors. Non-members are not permitted to attend the Annual General Membership Meeting.

4 CHAPTER WEBSITE, INTERNET FORUMS, OTHER COMMUNICATIONS

4.1.      Website – Generally.

4.1.1.         The chapter shall maintain a website on the Internet, the primary purpose of which is to enhance communications within the chapter and increase public awareness of the romance genre and the chapter.

4.1.2.         The URL for the chapter’s website is http://contemporaryromance.org/.

4.2.      Links to Other Websites. Facebook: https://www.facebook.com/groups/contemporaryromance/ Twitter: @RWAContempRom  

4.3.      Internet Forums.

4.3.1.         Forum Conduct. All subscribers to chapter forums are expected to conduct themselves professionally when posting to any forum. Inappropriate behavior will be moderated as outlined below:

4.3.1.1.      Harvesting of Information/Theft of Chapter Property. Harvesting of e-mail or other addresses, or other personal information for promotional or other purposes is strictly forbidden.

4.3.1.2.      Inflammatory Posts. Posts should maintain the “social, congenial” atmosphere of the forums and should not be intentionally controversial, inflammatory, disruptive, malicious, or defamatory. Except where they specifically pertain to the craft of writing, posts should not discuss religious beliefs, politics, terrorism, race, ethnicity, and “hot-button” moral and social issues.

4.3.1.3.      Unethical behavior. Posts that are unethical in nature, including but not limited to plagiarism, making false claims about RWA and/or the chapter or threats of violence are forbidden.

4.3.2.         Violations of Rules. Harvesting of information/Theft of Chapter property, inflammatory postings and unethical behavior are considered violations of chapter forum rules and are subject to disciplinary action.

4.3.3.         Disciplinary Actions. Disciplinary actions are not forum-specific. If a member is put on moderated status or suspended on one forum, the action applies to all chapter-sponsored forums to which the member subscribes.

4.3.3.1.      Violations. Members who violate one of the rules will be subject to disciplinary action. Actions taken may include, but are not limited to: removal from Contemporary Romance Writers as a member via Board of Directors vote, report conduct to RWA, and/or lifetime banned membership from Contemporary Romance Writers.

4.3.4.         Retention.

4.3.4.1.      Archives. Communications on all chapter forums shall be retained in the archives.

4.3.4.2.      Communications on all standing, steering, and advisory committee forums shall be retained for a period of no less than two years.

4.3.4.3.      Communications on all task force forums shall be retained for a period of no less than six months after the task forces have issued their final reports.

4.4.      Social Media Policy – Generally all social media is to help in enhancing the education of the members of the Contemporary Romance Writers and to promote the Contemporary Romance Writers chapter’s educational opportunities and membership benefits. There is no promoting of members’ novels or products or services permitted.

5 CHAPTER NEWSLETTER

5.1.      Advertising.

5.1.1.         All ads are accepted at the discretion of the chapter.

5.1.2.         No advertisement shall imply endorsement by the chapter.

5.1.3.         All paid advertising must be clearly labeled as such.

5.1.4.         Paid advertising shall not be accepted from anyone against whom an unresolved formal complaint has been filed. Those affected will be given prior written notice of this policy.

5.2.      Editorial Policy. N/A

5.3.      Articles; Payment. N/A

5.4.      Newsletter Editor. The Newsletter Editor shall: N/A

6 CHAPTER CONTEST

6.1.      General Policy.

6.1.1.         The purpose of the chapter contest is to educate and enhance entrants’ manuscripts/novels for industry standards and to enhance overall writing skills and to give the opportunity for writers to have their worked placed in front of industry editors and agents.

6.1.2.         Rules will be approved annually by the Board of Directors. The approved rules will be included each year as exhibits in the Policy and Procedures Manual and the minutes for the Board meeting at which they were approved.

6.1.3.         Fees shall be determined by the Board.

6.2.      Judges. Judges for the Stiletto Contest will be RWA members in good standing. Judges do not have to be members of the Contemporary Romance Writers of America.

6.2.1.         Number of judges assigned to each entry must be a minimum of 3. Number of judges assigned to each entry may increase each year based on number of judges.            

6.3.      Scoring. Will be a 1-5 scoring system with .5 decimal points allowed. One being low and 5 being high.

6.3.1          Scoring will be determined by a majority vote by the board of directors each year in the final quarterly meeting to be put into place for the next year’s contest.

6.4.      Tiebreaking. Ties are permitted.

6.4.1.         Preliminary Round: to be judged by RWA General, PRO, and PAN members. Each entry to be judged by a minimum of 3 judges. Published division winners are based on preliminary round scores.

6.4.2.         Final Round: Unpublished division to be judged by industry editors and agents. The top 3 entrants of each category will be forwarded to assigned judges to be scored 1, 2, and 3.

6.5.      Awards for Finalists and Winners. Awards for finalists and winners TBD by board of directors yearly.

6.6.      Qualifications. All writers and authors, members and non-members of the Contemporary Romance Writers, qualify for the Stiletto Contest.

6.6.1.         Published authors’ work from the previous calendar year are eligible.

6.6.2.         Unpublished writers’ work is eligible as long as the work has never been published in any type of format. Example: Blog, Wattpad, for royalty in any format, box set, newsletter material, or any other format the coordinators and/or chairperson deems as published.

6.6.3.         Chairpersons and coordinators may enter the Stiletto Contest but are not to be heads of the category/categories they have entered.

6.7.      Disqualification. The board of directors will determine each year entry disqualification requirements based on any previous year’s negative issues that may arrive.

6.7.1.         Negative issues are those that negatively impact the running of the Stiletto Contest.

6.7.1.         Entries may be disqualified if found in violation of Stiletto Contest rules.

6.7.2.         Judges who enter the Stiletto Contest will have their entry/entries disqualified if they do not return their judges’ score sheets by the pre-determined deadline.

6.7.3.         Final determination of disqualification is to be made by the Stiletto Committee Chairperson. Coordinators are to bring violations to the Chairperson for final determination.

6.8.      Categories. Will be determined by the board of directors each year at the last quarterly meeting for the next year’s contest. Categories will be contemporary romance genre focused.

6.9.      Chairperson. Will be voted upon by the board of directors in the last quarterly meeting.

6.9.1.         Chairperson of the Stiletto Contest must be a member of the Romance Writers of America and the Contemporary Romance Writers in good standing.

6.9.2.         Chairperson of the Stiletto Contest will be a non-voting board member.

7 CHAPTER CONFERENCE & EVENTS

7.1.      General Policy. Contemporary Romance Writers annual event will be held at the Romance Writers of America national conference on a date and time TBD by the CRW board of directors, based on room availability and RWA schedule.

7.2.      Conference Fees Generally. TBD by the Contemporary Romance Writers board based on expense charged by the venue. 

7.3.      Conference Fees; Comped or Waived. TBD by the CRW board of directors.

7.4.      Conference Fees; Refunds.

7.4.1.         The President may be reimbursed for registration fees for the Romance Writers of America national conference. The President must present a paid receipt for registration. Board vote must approve reimbursement.

7.4.2.         The President may be reimbursed for the Romance Writers of America annual national conference hotel room fee. The President must present a paid receipt for the hotel room fee in order to be reimbursed. If no receipt is presented, reimbursement will not be approved. Reimbursement of fee is to be done by the VP of Workshops. Hotel room payment is never to be prepaid.

7.4.2.1.  The President’s hotel room fee may only be reimbursed from the Monday before the start of the annual conference on Wednesday through the last day of the annual conference. Total days reimbursed not to exceed 6 days.

7.4.2.2.  The President must have a roommate in order to be reimbursed 100% of the hotel room fee. The president may have more than 1 roommate and will be reimbursed 100% of the hotel room fee.

7.4.2.3.  If the President does not have a roommate, 50% or less of the hotel room fee may be reimbursed based on board approval of fees deemed reasonable.

7.4.2.4.  The President may be reimbursed for the air fare to attend the Romance Writers of America annual national conference. The President must present a paid receipt for reimbursement of air fare fees. If a receipt is not presented, fees will not be reimbursed. Payment for air fare is never to be prepaid.

7.4.2.5.  The President’s air fare reimbursement does not include first class ticket fares. Reimbursed air fare includes coach or general seating tickets only. The board may set a fee reimbursement allotment based on current air fare pricing. The President’s air fair ticket is never to be prepaid. Luggage charges are not to be reimbursed.

7.4.2.5.1         As part of the reimbursement, the President must attend the Romance Writers of America Annual General Membership Meeting and report back to the CRW board of directors, as well as the Chapter Leadership breakfast and report back to the board of directors. The President must attend the full conference. Failure to do so could result in the chapter requesting the registration fee to be refunded back to the chapter.

7.4.2.6 All executive board members may attend the chapter leadership breakfast, if the Romance Writers of America permits. Reimbursement for board members must be voted and approved. Board members must present a paid receipt for registration to the Chapter Leadership breakfast.

7.5.      Conference Logo. The annual event logo must contain the Contemporary Romance Writers logo.

7.6.      Speakers. TBD by the event committee and voted by the board of directors.

7.7.      Editor/Agent Appointments. TBD by the event committee and voted by the board of directors.

7.7.1. All editors and agents must be professionals that are currently acquiring romance; provided however, that Predatory Publishing companies shall not qualify. Professionals must abide by RWA’s Industry Professionals Code of Ethics. CRW makes no warranties regarding business practices or financial strength of any publisher. Each author must evaluate the company, carefully read the individual publisher’s contract, and decide if s/he is willing to accept the conditions set forth in the contract.

7.8.      Sponsorships and Advertising. TBD for each Contemporary Romance Writers event.

7.9.      Bookfair. N/A

7.10.    Conference Workshop Chairperson; Duties. The Conference Workshop Chairperson shall: Organize the entire event and report back to the board of directors.

7.10.1.       Conference chairperson must be voted and approved by majority vote of the board of directors. Conference chairperson is considered to be a non-voting board member.

7.10.2.       All expenses must be approved by the board of directors.

7.10.3.       The chairperson may enlist a committee of Contemporary Romance Writers members to help in the planning of the event.

7.10.4.       The chairperson must confer with the board of directors for approval for event plans, timelines, events, speakers, and any and all events that are proposed for the event.

7.11.    Other Chapter Events. Annual writing retreat TBD by board of directors, if membership interest warrants.

8 CHAPTER PROPERTY

8.1.      The following shall be considered chapter property: chapter membership roster, all non-registered corporate names, phrases, and logos of the chapter listed as such in this P&PM, all registered service marks of the chapter listed as such in this P&PM, and any other chapter property designated as such in this P&PM.

8.2.      Membership Roster.

8.2.1.         The membership roster is a confidential asset of the chapter and may not be used in whole or in part for the personal benefit of any individual.

8.2.2.         The chapter shall not sell its membership roster.

8.2.3.         The Board and those committee chairpersons specified by the Board shall have access to a complete chapter membership roster.

8.2.4.         Other chapter members shall have access to the membership roster only to the extent required by and specified in the chapter’s Bylaws and state law.

8.3.      Non-Registered Corporate Names, Phrases, and Logos. The following are names, phrases, and logos belonging to the chapter: Contemporary Romance Writers, Contemporary Romance Writers of America. Stiletto Contest. Contemporary Romance Writers Stiletto Contest. Contemporary Romance.

8.4.      Registered Service Marks. The following are registered service marks belonging to the chapter: n/a.                       

8.5.      Other Chapter Property. www.contemporaryromance.org

8.6.      Borrowing Chapter Property. The following chapter property may be borrowed by chapter members: Chapter logos for promotion of chapter events, chapter announcements for chapter events, workshops, meetings.

8.7.      The process for borrowing chapter property shall be: sharing on social media or online forums with the understanding that the logo or announcements shall not be altered in any fashion by chapter members.

9 BOARD OF DIRECTORS

9.1.      General Policy.

9.1.1.         The Board is responsible for managing the business of the corporation, setting policy, and approving procedures to implement policy. The Board deliberates and acts only by vote.

9.1.2.         Prior to taking office, all elected or appointed Directors must sign a Director Conflict of Interest Disclosure Form. This form shall be retained by the Office and shall disclose all actual, apparent, and potential conflicts of interest.

9.1.3.         Document Destruction Prohibited. No Office, Director, employee or agent of the chapter shall knowingly destroy a document with the intent to obstruct or influence the investigation or proper administration of any matter within the jurisdiction of any government department or agency or in relation to or contemplation of any such matter or case.

9.1.4.         Retaliation Against Whistleblowers Prohibited. No Officer, Director, employee or agent of the chapter shall take any harmful action with the intent to retaliate against any person, including interference with employment or livelihood, for providing to a law enforcement officer any truthful information relating to the commission or possible commission of any offense.

9.2.      General Duties of Directors.

9.2.1.         Committee Liaisons. Directors may be required to serve as liaison to at least one committee or as members of task forces or committees.

9.2.2.         Board Meeting Attendance. Directors are expected to attend and participate in all meetings of the Board and members.

9.2.3.         Authority. A Director has only the authority incidental to being a Director unless the Bylaws, the P&PM, or the Board delegates specific additional authority to a Director individually or as a member of a committee or task force.

9.2.4.         Information. Directors must keep themselves informed about the chapter’s affairs. Each Director should read all relevant materials, particularly Bylaws, P&PM, Robert’s Rules, and meeting agenda materials.

9.2.5.         Members’ Concerns. Directors should listen to members’ concerns and, as appropriate, present them to the Board and take them into account when making decisions on behalf of the chapter. However, Directors should not promise members a particular result or act for the benefit of particular members.

9.2.6.         Inquiries. Directors are required to make reasonable inquiry when the need to do so is indicated and, to the extent appropriate, may rely upon the information and opinions received.

9.2.7.         Standards of Conduct. Directors should be familiar with the standards of conduct set forth in the P&PM.

9.3.      Fiduciary Duties of Directors. Directors shall:

9.3.1.         Perform the duties of their position, including all duties assigned to them by the Board, and act in the best interests of the chapter.

9.3.2.         Avoid placing (and avoid the appearance of placing) their own self-interest above that of the chapter; if a Director receives a personal benefit from any chapter activities, such benefit must be merely incidental to the primary benefit to the chapter and its purposes.

9.3.3.         Not improperly use their Directorship or the chapter’s services, equipment, resources, or other property for their personal business gain or pleasure, and shall not represent to third parties that their authority as a Director is any greater than that described in the Articles, Bylaws, or P&PM.

9.3.4.         Not engage in any outside business, professional, or other activities that directly or indirectly materially adversely affect the chapter.

9.3.5.         Not engage in or facilitate any discriminatory or harassing behavior toward members, officers, directors, meeting attendees, exhibitors, advertisers, sponsors, suppliers, contractors, or others in the context of activities relating to the chapter.

9.3.6.         Not solicit or accept gifts, gratuities, free trips, honoraria, personal property, or any other item of value from any person or entity as a direct or indirect inducement to provide special treatment to such donor with respect to matters pertaining to the chapter without fully disclosing such items to the Board.

9.3.7.         Not provide goods or services to the chapter as a paid vendor unless full disclosure is made and has received advance approval by the Board, pursuant to any related procedures adopted by the Board.

9.3.8.         Not persuade or attempt to persuade any member, exhibitor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with a relationship with RWA to terminate or curtail its relationship with RWA, or in any way to reduce the monetary or other benefits to RWA of such relationship.

9.4.      President’s Duties. The President shall: Oversee and preside over all chapter meetings and the general running of the chapter and the board of directors. The president shall reside over all board meetings. The president shall refrain from voting on board decisions unless there is a tie-breaking vote needed, at which point, the president’s vote will determine the tie-break outcome. The president shall be one of two board members on the chapter checking account. The president shall be responsible for reimbursing chapter workshop instructors, event costs, and other expenses incurred by the chapter. The president is responsible for the annual chapter affiliation packet.  

9.5.      Secretary’s Duties. The Secretary shall: Record all CRW chapter and board meetings and post minutes to MyRWA. Keep a record of all CRW documents. Keep a record of CRW membership and reach out to members with any membership issues.

9.6.      Treasurer’s Duties. The Treasurer shall: Keep an accurate and up-to-date record of all chapter finances including the bank account and PayPal account. Report to the president if any financial inconsistencies arise. The treasurer is responsible for preparing their part required in the annual chapter affiliation packet. All communication with regard to chapter finances must go through the Treasurer and President. 

9.7.      Vice President of Communication’s Duties. The Vice President of Communications shall: Be responsible for all social media accounts, the CRW website, and the chapter main email address (communications@contemporaryromance.org). The VP of Communications shall give updates and communicate with chapter members upcoming events, workshops, or anything chapter, RWA, or craft, business, industry related. The Vice President shall communicate with the board of directors any issues brought to them by CRW memberships.

9.7.1.         The VP of Communications may be one of two board of directors responsible for reimbursements for chapter expenses through the PayPal account or one of two board members on the chapter checking account.

9.7.2.         The VP of Communications shall not have access to more than one chapter financial account.

9.8.      Vice President of Workshop’s Duties. The Vice President of Workshops shall: Oversee all online workshops. Shall book and schedule online workshops for the Contemporary Romance Writers chapter to be held on a forum of their choosing based on instructor and membership needs and availability. The VP of Workshops shall keep an accurate record of each workshop attendee, cost, and amount to be reimbursed to the instructor. The VP of Workshops shall ask for a yearly programming fee, TBD by the board of directors, to be utilized for scheduling special workshops/programs for CRW members. Shall report any workshop issues/problems to the president.

9.8.1.         The VP of Workshops may be one of two board of directors responsible for reimbursements for chapter expenses through the PayPal account or one of two board members on the chapter checking account.

9.8.2.         The VP of Workshops shall not have access to more than one chapter financial account.

*9.9. Vice President of Programs*

*9.10. President Elect*

9.12.    Term Limits. Each board position shall serve no more than 2 terms. Each term is 1 year (January 1 through December 31). No board member shall serve more than 6 years total.

9.13.    Board Vacancies.

9.13.1.       Vacancy in office of President. Shall be filled by a board member, based on chapter requirements for such position. The Vice President of Communications or Vice President of Workshops shall temporarily reside as president until the position is filled.

9.13.2.       Vacancy in all other Board positions. Shall be filled by the President, based on chapter requirements for such position.

10 BOARD MEETINGS

10.1.    Attendance. In order for a fully recorded board meeting to occur, 3 out of 5 executive board members must be in attendance.

10.2.    Motions Generally.

10.2.1. Motions or other items in the agenda packet are not official proposals until each one is made at the Board table, seconded if necessary, then repeated by the Chair. When the Chair has stated the motion, it is “pending” and open for discussion. Prior to the Chair repeating the motion, it may be withdrawn by the presenter without Board approval and shall then not be listed in the minutes. Once the Chair repeats the motion, Board approval is required for withdrawal.

10.2.1.a. Meetings shall be held quarterly online using a viable online meeting forum all board members have access to.

10.2.1.b. The Chair must give every board member the opportunity to speak, as the availability to see a hand raise may be limited with online forums.

10.3.    Debate.

10.3.1.       Directors wishing to speak shall raise their hand and wait to be recognized by the Chair.

10.3.2.       Each Director may speak twice on every issue; no one shall speak twice on an issue until everyone who wishes to speak once has done so. The Chair may ask the presenter of the motion to clarify points raised.

10.4.    Amendments.

10.4.1.       Written proposals for amendments to Policy or Bylaws are drafted in this manner:

10.4.1.1.    Language to be deleted is lined-through [or in brackets.]

10.4.1.2.    Language to be added is underlined *or enclosed in asterisks.*

10.4.2.       After a motion is presented by the Chair, the person presenting the motion may amend it prior to the vote if no one objects. If another Director suggests an amendment and the presenter accepts it, it is called a “friendly amendment.” If the presenter does not accept the friendly amendment, someone may move to amend the motion, and such motion requires a second. If that occurs, the motion to amend is then pending and must be decided before the Board resumes discussion and votes on the original motion (as amended, if the amendment passes).

10.5.    Voting.

10.5.1.       All Board decisions, including all amendments of the P&PM, shall be by majority vote of the Board, except to the extent that a higher number of votes is required by law, the Bylaws, or Robert’s Rules.

10.5.1.1.    All votes regarding financial items and code of ethics violations are roll call votes.

10.5.1.2.    The President votes only to break a tie.

10.6.    Executive Session.

10.6.1        Matters of a sensitive nature are discussed in Executive Session. Only Directors and other individuals specifically invited by the President may attend.

10.6.2.       All items discussed in Executive Session are held in strict confidence and may be discussed with only those persons who were present during the session and with any Directors who were absent during the session. The President may also discuss Executive Session items with the corporate attorney. A Director absent from the original discussion and later informed of it is bound by the confidentiality rule as though such Director had been present during the session.

10.6.2.1.    Anyone violating the confidentiality of Executive Session may be censured and may suffer loss of indemnification in the event of a lawsuit.

10.6.2.2.    Although matters of a sensitive nature are discussed in Executive Session, any resulting motions that are not of a confidential nature are made and voted upon in regular session. Further debate outside of Executive Session is not in order. Motions that the Board determines are in the best interest of the chapter to be handled with confidentiality shall be brought and voted on in Executive Session. A summary of motions made in Executive Session, excluding sensitive information, shall be reported in the regular session minutes.

10.6.2.3.    Minutes taken during Executive Session shall reflect only motions that are brought and voted upon in Executive Session. If all resulting motions are made and voted upon in regular session, regular session minutes shall reflect this and no Executive Session minutes shall be recorded.

10.7.    Minutes. Shall be recorded by the secretary for each chapter meeting and board meeting. The president shall call the meeting to order and all communication, voting, discussions shall be recorded in the minutes. The president will call all meetings to an end and shall be recorded by the secretary.

10.7.1.       If the secretary is unavailable to record minutes, a board member must fill in to record the minutes.

11 FINANCIAL

11.1.    Fiscal Year. The chapter’s fiscal year shall begin on January 1 and end on December 31. Any changes to the fiscal year must be approved by the IRS.

11.2.    Federal Tax Returns.

11.2.1.       If the chapter earns less than $50,000 (in gross receipts) in a fiscal year, then form 990N must be file by the 15th day of the 5th month of fiscal end. For this chapter, the deadline is March 1.

11.2.2.       If the chapter earns more than $50,000 (in gross receipts) in a fiscal year, then form 990EZ must be filed by the requisite due date.

11.2.3.       If the chapter earns $1,000 or more (in gross receipts) in Unrelated Business Income in a fiscal year, then form 990T must be filed by the requisite due date.

11.2.4.       Copies of all filed federal tax returns must be uploaded to the chapter board’s community in myRWA.

11.3.    State Tax Returns.

11.3.1.       Texas is the filing for state tax returns.

11.3.2.       Copies of all filed state tax returns must be uploaded to the chapter board’s community it myRWA.           

11.4.    Bank Accounts; Petty Cash Fund.

11.4.1.       Two signatures at a time shall be required on any checks, as per non-profit banking rules. All checks must be board approved.

11.4.2.       Checks signatures must include the president and one other executive board member pre-determined at the beginning of each year. The treasurer is not permitted to sign checks. All checks must be board approved.

11.5.    PayPal Account. The Contemporary Romance Writers PayPal account will have 3 executive board members have accessibility. Those 3 board members will be the: President, Treasurer, and Vice President of Workshops. The Treasurer does not perform any PayPal transactions. The President will reimburse/pay workshop instructors fees. The Vice President of Workshops will reimburse/pay chapter expenses. All reimbursements and payments must be given to the Treasurer before payments are made. All reimbursements and chapter expense payments must be board approved. Workshop instructors will be paid from PayPal, when workshops are finished, and do not need board approval.

11.6.    Audits and Bank/PayPal Statements. Yearly audits shall occur by two non-board members, voted on by the board of directors.

11.6.1. Audits are to occur during the last quarter of the fiscal year.

11.6.2.       Bank and PayPal statements are to be kept by the treasurer and shared with the president, monthly.

11.7.    Contract and Check Signatories. Checks signatures must include the president and one other executive board member pre-determined at the beginning of each year. The treasurer is not permitted to sign checks.

11.8.    Budget. TBD yearly by the board of directors based on previous year’s budget.

11.9.    Expense Reports; Submission, Approval and Reimbursement.

11.9.1.       All Contemporary Romance Writers chapter expenses are to be voted upon by the board of directors.

11.9.2. Expenses must have a valid vendor receipt for reimbursement. No expenses shall be reimbursed without a receipt.

11.9.3. Expenses shall be reimbursed either by PayPal or by check.

11.10.  Perseverance Fund. N/A

11.11.  Returned Checks/Outstanding Obligations.

11.11.1.     Any member checks returned to RWA for any reason shall incur a service charge equal to the resulting bank charges incurred by the chapter, which shall be remitted to the chapter.

11.11.2.     Until all financial obligations to the chapter are met, the chapter will not accept money from the member for any other purpose.

12 COMMITTEES

12.1.    Standing Committees. Standing committees shall carry out charges approved by the Board but shall not have or exercise the authority of the Board in the management of the chapter. The chapter’s standing committees are as follows: ­

12.1.1.       Contest Committee. A CRW board member shall oversee the Stiletto Contest committee. A committee chair shall report back to the board member any issues/problems that may occur during the contest. The committee chair shall enlist current Contemporary Romance Writers members as part of the committee.

12.1.2.       Workshops Committee. The VP of Workshops shall oversee the workshop committee and enlist current Contemporary Romance Writers as part of the workshop committee.

12.1.3.       Annual Event Committee. The President shall oversee the annual event committee. The president may either act as the committee chair or enlist a current Contemporary Romance Writers member as the chair. The chair may enlist current CRW members for the committee.

12.1.4.       Election Committee. The outgoing President shall oversee enlisting current CRW members to make up the election committee.

12.1.4.a.          Board members are not permitted to take part in the election process or be a member of the election committee.

*12.1.5 Diversity Committee*

12.2.    Ad-Hoc Committees. Ad hoc committees are temporary committees or task forces created for discussion of chapter issues that do not fall under the scope of the chapter’s standing committees.

13 LEADERSHIP DEVELOPMENT AND ELECTIONS

13.1.    General Policy.

13.1.1        All Contemporary Romance Writers executive board members are required to watch/listen to all chapter leadership webinars provided/presented by the Romance Writers of America.

13.1.2        All executive board members must meet the qualifications listed in section 9.3 as well as listed in the chapter uniform by-laws.

13.1.3.       All non-executive board members must be voted on by the board of directors. 

13.2.    Candidate Qualifications.

13.2.1        All non-executive board members must be a member in good standing with the Romance Writers of America and a member in good standing of the Contemporary Romance Writers.

13.3.    Deadlines. TBD by the board of directors.

13.4.    Election. Are to be held in the fourth quarter of an election year.

13.5.    Election Challenges. Must be made to the Election Committee Chair in a formal letter with the exact reasoning listed clearly and independently.  

13.6.    Recall Petition Procedures.

13.6.1.       Recall petitions shall be permitted in the manner and to the extent provided in the Bylaws and by the laws of the state of Texas.

13.6.2.       Recall petitions shall include the following information: A valid, non-discriminatory reason for a recall petition, the petitioner’s name and contact information, the petitioner’s RWA membership name and number, and any information required by the laws of the state of Texas.

13.7.    Recall Petition Verification. Determined by the laws of the state of Texas.

13.8.    Recall Balloting. Determined by the laws of the state of Texas.

14 ANNUAL GENERAL MEETING OF MEMBERS

14.1.    General Policy. The Contemporary Romance Writers will hold their annual general membership meeting each year at the Romance Writers of America national conference at a time and date to be determined. 

14.2.    Standing Rules for the AGM.

14.2.1.       Every member of the chapter shall be entitled to attend the AGM. Each General member shall be entitled to one vote on each matter submitted to a vote.

14.2.2.       The Secretary shall determine the presence of a quorum.

14.2.3.       The rules contained in Robert’s Rules shall govern the conduct of the meeting in all cases to which they are applicable and in which they are not inconsistent with the P&PM or the chapter’s Bylaws or any relevant provisions of the laws of this chapter’s state of incorporation.

14.2.4.       Minutes of the AGM shall be approved by the Board at or before the next regularly scheduled Board meeting.

14.3.    Agenda for the AGM.

14.3.1.       Call to order.

14.3.2.       Welcome and introductions.

14.3.3.       Presentation of meeting agenda.

14.3.4.       Credentials report; quorum.

14.3.5.       Reading of the standing rules.

14.3.6.       Minutes of previous AGM.

14.3.7.       President’s report.

14.3.8.       Treasurer’s report.

14.3.9.       Committee reports.

14.3.10.     Business or matters on the meeting’s agenda.

14.3.11.     New business.

14.3.12.     Adjournment.

14.4.    Quorum. Must have 10% of membership present for a quorum.

15 CODE OF ETHICS

15.1.    General Principles. All Contemporary Romance Writers members are to act in a professional manner and are to treat all members with civility and respect.

15.1.1.       All executive board members and board members are to conduct themselves within a professional manner without discrimination, fairness, and honesty.  

15.2.    Acts Subject to Disciplinary Procedures. Any act deemed detrimental or unprofessional or conduct unbecoming to the membership of the Contemporary Romance Writers or to the chapter itself as determined by the board of directors.

15.2.1.       Any act deemed as discriminatory. Laundering or stealing or misconduct of any chapter finances. Altering chapter property in any fashion for personal use or use outside of chapter business. Falsifying chapter documents. Accusing the chapter and/or board of directors of inflammatory, false accusations. Transferring chapter property, such as website or social medial accounts or bank accounts or email accounts, to personal registering accounts.   

15.3.    General Policy and Timeline for Disciplinary Procedures.

15.3.1.       Each case of code of ethics violation is to be brought before the board of directors’ attention immediately. An emergency board of directors meeting will be called by the president based on the severity of the charges/accusations. The president may waive the required board meeting notification timeframe for code of ethics misconduct initial meetings.

15.3.2.       Each case of ethics violation is to be treated independently.

15.3.3.       The accusing violator must be made aware of the charges accusations brought upon them within 7 days of the board of directors’ meeting.

15.3.4.       The board of directors will hold a meeting within 2 weeks of the accused violator’s notification regarding the misconduct, with all available information provided to the board of directors. The board of directors will hold a second meeting 2 weeks from the initial meeting, with the violator invited to present evidence in their own defense of the ethics charges. The board of directors will hear the information and take into consideration the evidence presented as well as the accused violator’s statement and render a decision at that meeting, after the dismissal of the accused violator from the meeting. The decision of the board of directors will be forwarded to the accused by the president, immediately following the meeting. All decisions by the board of directors are final.

15.3.5.       If the code of ethics violator is an executive board member, the board of directors may suspend the accused violator from all duties and accounts until the hearing is complete, for the safety of the chapter. This will be determined on an individual case basis.   

16 CHAPTER SERVICE AWARDS

16.1.    Purpose. The Contemporary Romance Writers will acknowledge non-board members who go above and beyond in volunteering for the chapter.

16.2.    General Policy. Service award nominees must be members in good standing of the Romance Writers of America and Contemporary Romance Writers.

16.3.    Nominations. Service award nominees can be nominated by any Contemporary Romance Writers member. Contemporary Romance Writers service award winner/winners will be chosen by the board of directors before the AGM.          

16.4.    Deadlines. Service Award Nominees must be given by June 30 of each year and voted on before the annual general membership meeting at the Romance Writers of America national conference. Winners will be announced at the AGM held at the RWA national conference each year.

16.5.    Chapter service award recipients cannot receive a chapter service award two consecutive years.

17 BYLAWS; POLICY

17.1.    Bylaws; Amendments.

17.1.1.       In the event of any inconsistency between the chapter’s Bylaws and the P&PM, the Bylaws shall supersede the P&PM.

17.1.2.       Any proposed amendments to chapter bylaws should be made available for review by the executive board at least one week prior to a board meeting and discussed and voted upon at that subsequent meeting.

17.1.3.       All bylaws and amendments will be reviewed each year in the 2nd quarter by the executive board, adjusting as needed to ensure chapter’s status and viability.      

17.2.    Policy and Procedure Manual.

17.2.1.       All motions adopted by the Board involving policy and procedure shall be added to or corrected in the P&PM, and the amended P&PM shall be distributed to chapter members no later than one month following the date of each Board meeting.

17.2.2.       Maintenance of the P&PM, consisting of updates to reflect Board-approved changes and correction of typographical errors, shall be overseen by the Secretary.