Constitution & By-Laws

By-Laws of the Zane Grey’s West Society

…as amended on June 6th, 2008.

Article I

Members

Section 1. Annual dues and Term of membership. Annual dues for each membership class shall be determined by the Board of Directors. In consideration of any such dues paid, ZGWS shall grant membership to the applicant in the class for which the dues are paid. Except as otherwise specified, the term of membership shall be one year.

Section 2. Payment of Dues.Dues shall be payable directly to the Secretary-Treasurer. Any member whose dues are not paid within sixty (60) days after notification, unless other arrangements are made, shall be deemed to have resigned his membership.

Section 3. Membership Classes. The members of ZGWS shall be divided into the following classes.

A. Regular Active. Any person interested in Zane Grey and his works and the Society’s exempt purposes may, upon application and payment of the required annual dues, become a Regular Active member

B. Student.Any person under the age of eighteen (18) years may, upon application and payment of annual dues set by the Board of Directors, become a Student Member.

C. Honorary. Individuals or organizations who have made a noteworthy contribution to the furtherance of the purposes of the Society or who have in some way distinguished themselves as to merit special recognition by the Society may be elected to Honorary Membership by the Board of Directors.

D. Other Classes. Any or all membership classes may be abrogated and/or other classes established from time to time by the Board of Directors.

Section 4. Membership rights. Regular Active members shall receive all Society mailings and shall be entitled to all rights and privileges normally associated with group membership, including the right to vote on matters of Society business and the right to hold office in the Society. Student members will receive all Society mailings and publications and may attend all Society meetings, but do not have the right to vote on matters of Society business, nor are they eligible for elected or appointed office. Any new membership classes established pursuant to Paragraph D above shall require the payment of dues amounts as determined by the Board and shall accrue specific membership rights and privileges as determined by the Board.

Section 5. Voting. Except as otherwise specified, each member whose membership class provides the right to vote shall have one vote on all matters of Society business. All matters of business except amendments to the Constitution and By-Laws and the dissolution of the Society shall be approved upon the majority vote of the members present and voting. In the event a voting member cannot be present for any reason at any meeting at which a vote may be taken, he may assign his vote by written proxy to any other voting member who may then vote for him. In the event of the death of a voting member, another family member may vote in place of the deceased member so long as the membership is current.

Section 6. Membership roster. A Society membership roster may be produced and copies distributed to the members from time to time as directed by the Board. Any such roster may list members alphabetically, by their respective classes at the time the roster is published, by state or region of residence, or in any other format that may be appropriate. Members may elect to be excluded from the roster for any purpose, but must so notify the Secretary in writing. Any roster published shall include a prominent statement that it is provided as a convenience to the membership and that its use by anyone who is not a member or for any commercial or other purpose is prohibited. Any member found to have knowingly provided a copy of the roster to any prohibited person or for any prohibited use shall be in violation of this rule and may be subject to expulsion.

Section 7. Expulsion. In all cases of improper conduct of a member, officer or director, including but not limited to the misuse or misappropriation of Society funds, misrepresentation of position or authority, or conduct causing embarrassment to the Society, the Board of Directors may censure, suspend or terminate the membership of the offending member. Upon contemplation of such action, the member must be notified in writing of such impending action, and be given the opportunity to appear before the Board and speak on his own behalf. Deliberations shall be confidential and shall be guided by the highest standards of ordinary due process. Any decision by the Board must be announced to the member immediately and shall be reported to the membership promptly.

Article II

Officers

Section 1. Elected Officers. The elected officers of the Society shall be a President, a Vice-President, a Secretary-Treasurer, and such other officers as the Board may from time to time deem desirable or needed. They shall be nominated either from among the Board or membership and elected by the members of the Society. Except as may be specified elsewhere herein, no member shall be eligible for office in this Society unless he/she has been a member for at least one (1) year prior to nomination. Officers shall discharge the duties of their respective offices, and shall be entitled to speak and vote on all questions at all meetings. Newly elected officers will take their positions effectively at the conclusion of the convention, but are invited to sit in on any board meetings that occur in the meantime. The current officers will continue to fulfill their duties until the end of the convention.

Section 2. Election and Term of office. The President, Vice-President, Secretary-Treasurer and any additional officers as the Board may deem desirable according to Section 1 above shall be elected by a majority vote of the membership and shall serve for two (2) years or until their successors shall have been elected and qualified. This election shall be held at the annual meeting unless the Board of Directors rules that an emergency exists in which event a mail ballot may be substituted. All officers shall serve the terms for which they were elected, or until their successors shall be elected or appointed and qualified.

Section 3. Vacancies. Vacancies during the term of office occurring by death, resignation or removal may be filled by the appointment of a successor by the Board of Directors for the balance of the unexpired term, or until a successor shall be duly elected and qualified.

Section 4. President’s duties. The President shall be the chief administrative officer of the Society and shall have the general powers of management and supervision of Society activities and programs. He/she shall preside over all membership and Board meetings, and shall direct the Society’s work throughout the Nation. In addition, he/she shall establish committees, appoint committee chairs, enforce adherence by the officers, directors and members to these by-laws and such other rules as may be established from time to time, be an ex-officio member of all committees, and shall perform all other duties as usually pertain to his/her office or are properly required of him/her by the Board.

Section 5. Vice President’s duties. The Vice-President shall assist the President in the performance of his/her duties, shall be an ex-officio member of all committees, and shall carry out such other duties as may be required of him/her by the President or the Board. In the event that the President becomes temporarily or permanently incapacitated for any reason, voluntarily resigns, or is otherwise unable to fulfill his/her duties as described herein, the Vice-President shall assume the duties of the President during the period of his/her inability to perform or for the remainder of his/her term.

Section 6. Secretary-Treasurer’s duties. The Secretary-Treasurer shall be the financial officer of the Society and, as directed by the President and the Board of Directors, shall conduct the financial affairs of the Society. He/she shall collect dues and fees and receive all monies paid into the Society. He/she shall issue receipts for such dues and fees, draw vouchers, pay bills and expenses, have care and custody of all Society funds, keep records of all transactions and arrange for an annual audit of the Society’s financial records by an outside professional auditor. He/she shall submit an annual written statement of the Society’s financial affairs to the Board of Directors and membership and shall make all financial records available at the annual meeting for review by a committee selected by the President and approved by the Board. In addition, he/she shall perform the usual duties of a Board Secretary, shall keep on file all documents and books belonging to the Society, including but not limited to minutes of all meetings, and perform such other duties as may be properly required of him/her by the Board. At the expiration of his/her term of office, he/she shall promptly turn over to his/her successor all files, correspondence, meeting minutes, records, monies, documents, account books and other materials that belong to the Society.

Section 7. Appointed officers. Upon consultation with and approval of the Board, the President shall appoint a Chaplain, a Parliamentarian, and any other such positions which may from time to time be needed or advisable.

Section 8. Unelected officers. In addition to the elected officers, the unelected officers of this Society shall consist of the Executive Director, if any, and the immediate past president of the Society who will hold this position until the next past president accepts the position. Both will be voting members of the Board.

Section 9. Executive Director. The Board may, at their option, appoint an Executive Director who shall be a distinguished and eminent Grey Scholar. Any such Executive Director so appointed shall be a voting member of the Board, shall serve as an advisor to the Board on matters pertaining to the life and works of Zane Grey and shall coordinate all intellectual or educational programs of the Society that assist in accomplishing Society purposes.

Section 10. Compensation. No officer shall receive compensation for the performance of his/her duties in the Society, but they may be reimbursed for any reasonable expenses incurred on behalf of the Society which have been previously authorized by the Board and for which paid receipts are submitted.

Section 11. Nominations. Nominations for all vacancies shall be made by a committee of three members. Incumbent officers and directors shall not be eligible to serve on the Nominating Committee. Additional nominations may be made in open meeting or by mail by any regular active member in good standing. In the event the designated representative of Zane Grey, Incorporated (ZGI) is nominated for election to any office, the Board, at its option, may waive the one year prior membership requirement.

Article III

Board of Directors

Section 1. General Powers. The business and affairs of the Society shall be managed by the Board of Directors, and the Board shall exercise all powers granted to it by the Constitution, these By-Laws and applicable local, state and Federal laws. The Board shall promote and undertake efforts to achieve Society objectives, especially those pertaining to meetings, publications and public relations, oversee all Society activities and programs, establish and dissolve committees, review and certify Society financial accounts and reports of the Secretary-Treasurer, close existing or establish new funds or accounts as needed, conduct any other business matters which may from time to time come before the Society, and shall make such annual and interim reports to the membership as are advisable or required. The duly elected Society President shall serve as the Chairman of the Board and shall preside at all meetings of the Board.

Section 2. Number.The Board of Directors shall consist of the elected officers, the unelected officers, and four (4) directors elected from among the membership. Upon approval of the current Board, up to two additional directors may be nominated and elected in the regular manner. In addition, at their option, the Board may establish up to three Special Representative positions to serve as liaison or advisors to the Board from other related organizations. Any such special representatives shall serve as advisors only, and shall have no voting privileges on matters of Society business. No officer, director or member shall hold more than one office at the same time.

Section 3. Election and Term of Office. The Directors will at all times be elected as provided in these By-Laws and the Constitution. Except for the elected, unelected and appointed officers, the Directors shall be divided into two classes so that one half of such Directors shall be elected each year. They shall be elected by a majority vote of the membership present and voting and shall serve for two (2) years or until their successors shall have been elected and qualified. This election shall be held at the annual meeting unless the Board of Directors rules that an emergency exists, in which event a mail ballot may be substituted.

Section 4. Nominations. Nominations for all vacancies shall be made by a committee of three members. Incumbent officers and directors shall not be eligible to serve on the Nominating Committee. Additional nominations may be made in open meeting or by mail by any regular active member in good standing. In the event the designated representative of Zane Grey, Incorporated (ZGI) is nominated for election to any office, the Board, at its option, may waive the one year prior membership requirement.

Section 5. Interim appointments. Any director or officer being absent from any meeting, the position may be filled temporarily by majority vote of the members present. In the absence of the President and Vice-President, the Secretary-Treasurer shall call the meeting to order and the assembly shall elect a President pro tem.

Section 6. Meetings. The Board of Directors shall meet at least once per year, that meeting being in conjunction with the Society’s annual convention. Other meetings of the Board may be held at such times and places as may be determined by the Board or the President pursuant to the required notice of meeting.

Section 7. Compensation. No director shall receive compensation for the performance of his/her duties in the Society, but may be reimbursed for any reasonable expenses incurred on behalf of the Society which have been previously authorized by the Board and for which paid receipts are submitted.

Section 8. Committees. Standing committees shall include a Finance Committee, a Program Committee, a Nominating Committee, and such other committees as may be from time to time necessary or advisable. Upon consultation with and approval of the Board, the President shall appoint chairs of these and such other committees as may be from time to time established. Committees shall be responsible for and discharge the duties implied by their titles and any other responsibilities as may be properly required of them by the Board, and shall submit written action reports of their activities to the Board and membership at least annually. The President may designate one or more Directors to sit on any committee except the nominating committee.

Article IV

Meetings

Section 1. Annual meeting. The annual meeting of the members of the ZGWS for the election of officers and directors and for the transaction of such other business as may properly come before the Society shall be held in conjunction with the annual convention. All members will be notified at least sixty days in advance of the meeting.

Section 2. General membership. In addition to the annual meeting, at least one general membership meeting of the Society shall be held annually, such meeting to be the Society’s Annual Convention. All members will be notified at least sixty days in advance of the first official session of the meeting. The location and dates of the next or next two (2) following year’s conventions will be determined by a vote of the members at the current meeting. The registration fee for the convention meeting shall be set by the Board of Directors annually and shall be paid by all persons attending such meeting.

Section 3. Board. The Board of Directors shall meet at least once per year, that meeting being in conjunction with the Society’s annual convention. Other meetings of the Board may be held at such times and places as may be determined by the Board or the President pursuant to the required notice of meeting.

Section 4. Notice of meetings. Notice of the time and place of each meeting of the members shall be mailed at least sixty days in advance of the meeting. Notice of the time and place of each Board meeting shall be given by mail, telephone or other means at least five (5) days in advance of the meeting.

Section 5. Special meetings. Special meetings of the Society may be called by the President with the approval of the Board of Directors. Should the President fail to set a date and place for any such meeting, the Board of Directors may by a majority vote set the date and place for such meeting.

Section 6. Order of Business. The order of business and all other matters of parliamentary or business procedure at all meetings shall be determined by the presiding officer. Any procedural questions which may arise shall be referred to the latest edition of Robert’s Rules of Order for resolution.

Section 7. Action without meeting. Any action which may be taken by the Board of Directors may be taken without meeting provided that all members of the board consent to such action in writing. Any such written consents shall be filed with the minutes of the meeting. Such action may also be taken by means of conference telephone or other similar communications device that allows all participants to hear one another at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 8. Membership vote without meeting. In the event that any matter of business must be presented to the membership for consideration and vote at such time that it is impossible or impractical to call a general membership meeting, the Board may declare a voting emergency and submit the matter to the membership for consideration by U.S. Mail. In any such instance, a fully typed or other legible copy of the question, together with a written discussion of the question, a return ballot, a self addressed 1st class postage paid return envelope and voting instructions, shall be mailed by 1st class mail to each qualified voting member. Regular quorum and voting rules described elsewhere in these By-Laws shall apply to ballots returned. Participation in any such vote shall constitute presence at a meeting.

Article V

Business Practices

Section 1. Amendments. Amendments to these By-Laws may be made at the annual meeting or any meeting of the members at which a quorum is present and declared. Amendments shall become effective upon the affirmative vote of two-thirds (2/3) of the members present and voting.

Section 2. Interim amendments. The Board of Directors may make such interim amendments to these By-Laws as may be necessary to conform to the requirements of Federal, State or other applicable law. Any such amendments shall be effective only until the next following membership meeting of the Society, at which time the amendments shall be presented to the membership for approval or rejection according to Section 1 above.

Section 3. Fiscal year. Unless otherwise specified for any purpose, the fiscal year shall be January 1 to December 31.

Section 4. Quorum – membership meetings. A quorum of the Society shall consist of the smaller of 20% of the membership or 60 members of the Society eligible to vote.

Section 5. Quorum – Board of Directors. A quorum of the Board of Directors shall consist of a simple majority of the Board.

Section 6. Parliamentary procedure. Rules of procedure not covered by these by-laws shall be governed by the latest edition of Robert’s Rules of Order.

Section 7. Dissolution. Voluntary action to dissolve the Society can be taken only at the annual meeting at which a quorum has been determined to be present and is so declared. Such action must be by the affirmative vote of three-fourths (3/4ths) of the members present and voting. Upon dissolution of the organization, the Board of Directors shall first pay or make provision for the payment of all outstanding liabilities of the organization. The Board shall dispose of all remaining assets to an organization or organizations having similar purposes to that of ZGWS which are organized and operated exclusively for charitable or educational purposes and are exempt organizations under Section 501 (c) (3) of the Internal Revenue Code as the Board shall determine. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Society is then located to organizations whose purposes are similar to those of ZGWS and which are organized exclusively for exempt purposes.

Section 8. Compensation. Notwithstanding any other provisions of these by-laws, the ZGWS may compensate any officer, director, member or other person for professional services he or she may render the organization so long as such services are extraneous to those required by any elected position they may hold in the Society. Any such compensation must be approved by the Board prior to payment, and shall be paid only upon submission of a written invoice(s) or paid receipt(s).

Section 9. Funds received. All monies paid into the Society, including but not limited to membership dues, sale and auction receipts, registration fees, advertising revenue, and all other monies owed or received shall be transmitted directly to the Secretary-Treasurer. Unless excused by the payer, the Secretary-Treasurer shall furnish written receipts for all funds received.

Section 10. Publications. The Board of Directors shall appoint an Editor for each Society publication. The Society’s primary publication shall be published one or more times per year as determined by the Board and its Editor, and shall inform the members of the Society about finances, membership, meetings, and other matters pertinent to the Society and its activities.

Section 11. Principal office. The principal office of the Society shall be located at the address of and in the charge of the incumbent Secretary-Treasurer, such office to be the depository of all official correspondence, files, records, meeting minutes, financial records, accounts and other records pertaining to and possessed by the Society.

rev. June 6, 2008