Silver Pen By-Laws

Silver Blade, ISSN 1946-8105, is owned by Silver Pen Incorporated, a member-based organization that is focused on creative writing education. Silver Blade Magazine is an all-volunteer endeavor intended to highlight the works of unpublished authors and hone the skills of magazine staff. Potential volunteers are strongly encouraged to inquire. We always need editors, readers, programmers, project managers and other operational specialists.  If you are interested in joining Silver Pen, or donating (time or money) to the organization, please go to www.silverpen.org for information.

Silver Pen is a IRS recognized 501(c)3 charity and its bylaws follow.

The undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of the State of Indiana, do hereby certify the following:

ARTICLE 1: NAME, LOCATION AND PURPOSE

Section 1: Name

The name of this corporation shall be the Silver Pen Incorporated, referred to within these bylaws by the shortened name Silver Pen.

Section 2: Location

The principal office for the transaction of business of the corporation, principal executive office, is located in the State of Indiana, County of Lake, City of Saint John. The Board of Directors may by resolution change the location of the principal executive office and may by resolution establish branch offices at any place where the corporation is qualified to do business.

Section 3: Directors

The names and states of residence of the current directors for the corporation are listed at www.silverpen.org. The initial directors for the corporation are listed below.

  • Karl Rademacher, Indiana
  • John Krupa, Illinois
  • John Miller, Illinois
  • Sue Babcock, New Mexico
  • Niccole Segura, Pennsylvania
  • Kevin Wallis, Texas

Section 4: Objective and Purpose

Silver Pen is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The objectives of Silver Pen are as follows:

a) To promote and provide assistance to creative writers through peer review, outreach programs, writers workshops, surveys, conferences, symposiums, blogs, internet tools, and forums;

b) To support the growth of creative writing skills among the membership of Silver Pen, young aspiring writers and the public at large;

c) To provide a free internet peer review process for works created by members of Silver Pen;

d) To provide a freely accessible registry/CV of works written by Silver Pen members and published in print or electronically by non-vanity publishers;

e) To publish and assist in the publication of works created by members of Silver Pen and the public at large;

f) To empower and engage people around the world to develop public domain creative writing educational content, and to disseminate it effectively and globally;

g) To keep useful tools and information resulting from Silver Pen endeavors available on the Internet free of charge, in perpetuity;

h) To establish, encourage, and enforce Standards of Professional Conduct among Silver Pen members;

i) To publish and distribute books, periodicals, and articles supportive of activities and purposes of Silver Pen.

ARTICLE 2: DEDICATION OF ASSETS

Section 1: Management and Utilization

In order to promote the purposes of Silver Pen, the corporation may hold and manage property, funds, hire employees, and contract for services for any community, charitable, educational, literary, or civil purposes as set forth in these bylaws. Unless stated otherwise, the general provisions, rules of construction and definition in the Indiana Non-Profit Corporation Law shall govern the construction of these bylaws.

Section 2: Non partisanship

This corporation has been formed under Indiana Non-Profit Corporation Law as a Public Benefit Corporation for the purposes described in this Article; and it shall be nonprofit and nonpartisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote.

Section 3: Dedication of Assets

The property and assets of this nonprofit corporation are irrevocably dedicated to charitable purposes as set out in this Article. No part of the past, present, or future net income or assets of this corporation on dissolution or otherwise, shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private person. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on:

a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or

b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 4: Dissolution

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

ARTICLE 3: MEMBERSHIP

Section 1: Eligibility for membership

Application for voting membership shall be open to any of the following people or organizations that support the purpose statement in Article I, Section 3. Membership is granted after completion and receipt of a membership application and annual dues. All memberships shall be granted upon a majority vote of the Board. Having met all qualifications for membership in Silver Pen, no applicant will be denied membership on the basis of sex, color, race, religion or ethnic origin. Membership may be denied if the applicant or any organization to which the applicant may belong has aims or interests which conflict with the goals and purposes of the Corporation.

Section 2: Membership Classes

a) Student member: any person currently enrolled full time as a student in a state-recognized high school (grades 9 through 12) or a nationally or regionally accredited university or college;

1. A Full time college student is defined as an individual who is taking at least 12 credit hours worth of classes during the current semester;

2. A full time high school student is defined as an individual who is enrolled in a minimum of five classes during the current semester, not including study hall or lunch AND is maintaining a minimum 2.8 or “B-” grade point average;

b) Regular member: any person 18 years of age or older who is not currently a full time student;

c) Senior member: any person of 55 years or older who is also retired from full time employment;

d) Educational Organization: any accredited high school; or any college or university with a degree-conferring program in writing and literature;

e) Publishing Organization: A literary magazine, press, or any other literary organization that publishes the works of others without requiring compensation in return. Publishing can be either print or electronic, including the internet, radio, television and movies.

Section 3: Rights of members

Each member may cast one vote in association elections. Organizations are entitled to one vote. Member may access resources of Silver Pen that are reserved for membership access only.

Section 4: Resignation and termination

The membership of any member shall be automatically terminated upon the following events:

a. The member files a written resignation with Silver Pen Secretary;

b. The failure of a member to pay annual dues in the amount set by Silver Pen and within the times set forth in these bylaws;

c. The member no longer meets the requirements for membership as set forth in these bylaws;

d. A member can have their membership terminated by a majority vote of the membership;

Section 5: Non-voting membership

The Board shall have the authority to establish and define non-voting categories of membership.

Section 6: Dedication and Confidentiality

Silver Pen members are dedicated to fostering creative writing skill sets in the world at large. Members will use what they learn through Silver Pen for the betterment of its members and their sponsoring organizations. Members agree to respect the confidential nature of any information, procedures, or techniques they become aware of because of their involvement with Silver Pen. Members will never reveal the professional confidences entrusted among one another except under circumstances consistent with the purpose of Silver Pen or as mandated by law.

Section 7: Conduct and Propriety

Members will never misrepresent their employment, intentions, or professional affiliations. Members will refrain from even the appearance of impropriety detrimental to Silver Pen, its purpose, or its members. Members will refrain from conduct reasonably considered to be rude or demeaning while performing activities associated with peer review, outreach or training. Members will use their best efforts to support the integrity and competence of Silver Pen and prevent the subversion of the association and its purpose.

ARTICLE 4: MEETINGS

Section 1: Scheduled meetings

Regular meetings of the members shall be held quarterly, at a time and place designated by the Board Chair. An annual meeting of the members shall take place in the month of May, the specific date, time and location of which will be designated by the Board Chair. At the annual meeting the members shall elect Directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.

Section 2: Special meetings

Special meetings may be called by The Board Chair, the Executive Committee, or a simple majority of the Board of Directors. A petition signed by twenty five percent (25%) of voting members may also call a special meeting.

Section 3: Notice of meetings

The valid means of meeting notification include first class postal mail, next day private commercial delivery service, FAX, and e-mail. If email is used, then there must be a return confirmation from the addressee for it to be effective as service of a written notice.

Section 4: Quorum

The members present at any properly announced meeting shall constitute a quorum.

Section 5: Voting

All votes or action to be taken by the membership, Board of Directors, or Executive Officers require a simple majority vote, unless otherwise stated in these bylaws, of the required quorum for an action to be effective. An abstention by a person constituting a quorum shall count as a negative vote and shall not reduce the number of votes necessary to constitute a majority. Any person with a conflict of interest in a matter before Silver Pen should abstain from voting thereon and should note the conflict in the minutes. Whenever a vote is called for under these bylaws except the vote to elect or Officers, it must be by an open show of hands or a recorded roll call. If during the Board of Directors meeting a tie is recorded, the Board Chair may cast the deciding vote.

Section 6: Rules of Order

In the interest of efficiency, the following rules shall govern Silver Pen meetings:

a. “One Page of Text” is defined as the amount of text contained on one 8.5×11” sheet of paper, in 10-point Courier font, using single line spacing and 1” margins.

b. No document exceeding one page shall be introduced for initial consideration during a meeting. Documents longer than one page must be mailed or emailed to each member prior to the meeting.

c. Nothing gets read aloud at a Board meeting. All items should be duplicated and distributed to the Board members before the meeting commences.

d. If a committee has met, its report must be in writing and distributed to the Board members before the meeting.

e. If a Board member raises an item at a meeting that has not been submitted in print prior to the meeting, the Board Chair reserves the right to refer that matter to the appropriate committee or individual.

f. If an item to be discussed involves policy creation or change (determined at the discretion of the Board Chair), a Board member needs to make a motion before a discussion is held. If the item does not involve policy-making, no motion is required. Once discussion has ended, the item is referred to the President for appropriate staff action.

g. The only time a vote is taken on a procedural item is if a Board member requests a vote.

i. When there is unanimous consent to a Board action, no separate vote shall be taken. The Board Chair will ask “Are there any objections to the motion? If not, then the Secretary will note unanimous approval.”

ii. In situations where objections are raised, a vote must be taken. All votes will be taken by a simultaneous show of hands.

iii. When the Board Chair requests a vote on a motion, Board members in favor raise their hands first, followed by those opposed. The Secretary shall then record the vote.

iv. In situations where the meeting is not face-to-face (such as teleconferences or webinars), a suitable electronic means of collecting the tally shall substitute the show of hands;

h) These rules are intended to help, not disrupt, the orderly flow of meetings. It is the Board Chair’s responsibility to avoid using these rules to complicate, rather than simplify the Board decision-making process.

i) Attendance by a person at a meeting shall constitute a waiver of the notice requirements for that meeting.

ARTICLE 5: BOARD OF DIRECTORS

Section 1: Board role, size, and compensation

The Board of Directors is the governing body of the entire corporation and represents all the chapters in Silver Pen. The Board of Directors shall consist of a minimum of five individuals, and no more than nineteen individuals, elected from among all members in good standing with Silver Pen as of the first day in January preceding the election. To keep voting and procedural motions moving smoothly, the Board of Directors shall always consist of an odd number of people, including the Board Chair. The members of the Board receive no compensation for their service, other than reasonable expenses.

Section 2: Terms

All Board members shall serve one-year terms, but are eligible for re-election for up to five consecutive terms.

Section 3: Meetings and notice

The Board shall meet at least quarterly, at an agreed upon time and place. An official Board meeting requires that each Board member have written notice at least two weeks in advance.

Section 4: Board elections

New Directors and current Directors shall be elected or re-elected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.

Section 5: Election procedures

A Board Development Committee shall be responsible for nominating a slate of prospective Board members representing the association’s diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. All members will be eligible to vote for each candidate, for up to 10 available positions each year.

Section 6: Quorum

A quorum must be attended by at least forty percent of Board members for business transactions to take place and motions to pass.

Section 7: Officers and Duties

There shall be four officers of the Board, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:

a) The Board Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.

b) The Vice-Chair shall perform the functions of the Board Chair in that person’s absence or disability and shall chair committees on special subjects as designated by Silver Pen Board.

c) The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

d) The Treasurer shall make a report at each Board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 8: Executive Director

The Executive Director is hired by the Board. The Executive Director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The Executive Director will attend all Board meetings, report on the progress of the organization, answer questions of the Board members and carry out the duties described in the job description. The Board can designate other duties as necessary.

Section 9: Vacancies

When a vacancy on the Board exists mid-term, the secretary must receive nominations for new members from current Board members two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member’s term.

Section 10: Resignation, termination, and absences

Resignation from the Board must be in writing and received by the Secretary. A Board member shall be terminated from the Board due to excess absences, more than two unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining Directors.

Section 11: Special meetings

Special meetings of the Board shall be called upon the request of The Board Chair, or one-third of Silver Pen Board. Notices of special meetings shall be sent out by the secretary to each Board member at least two weeks in advance.

ARTICLE 6: COMMITTEES

Section 1: Committee formation

The Board may create committees as needed, such as fund raising, housing, public relations, data collection, etc. The Board Chair appoints all committee chairs. Each committee shall consist of a minimum of three Silver Pen members. Committee vacancies shall be filled by the committee chair and shall be subject to affirmation by the Board of Directors during the annual meeting. In the event that the committee chair is unable to make a selection, the Board Chair shall make the appointment.

Section 2: Executive Committee

The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, and is subject to the direction and control of the full Board.

Section 3: Finance Committee

The treasurer of Silver Pen is The Board Chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fund raising plans, tax reporting and preparation, auction activities, grant seeking activities and the annual budget with staff and other Board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year.

Section 4: Periodicals and Publications Committee

This committee is responsible for:

  • Creation and distribution of Silver Pen newsletters and  related activity
  • Operation of Silver Blade Magazine and the www.silverblade.net web site.
  • Digital “eBook” Publications
  • Traditional print publications
  • Liaising in an official capacity with Silver Pen associated publications (publications owned by persons or entities other than Silver Pen, but with closely aligned purposes).

The Board must approve the general budget for this committee and the committee shall be responsible for budgeting specific endeavors within its charter. Periodicals and publications may be added to or removed from this committee only with the approval of the full Board of Directors or the Executive Committee.

Section 5: Workshop Committee

This committee is responsible for development, planning and operation of online and traditional “in person” workshop activities. The Board must approve the general budget for this committee and the committee shall be responsible for budgeting specific endeavors within its charter.

Section 6: Social Media Committee

This committee is responsible for development, planning, maintenance and operation of Silver Pen’s social media endeavors. This includes the following named websites and their associated websites:

  • Facebook.com
  • Second Life.com
  • MySpace.com
  • LinkedIn.com
  • Twitter.com
  • WordPress.com

Other social media outlets may be added to this committee’s charter with the unanimous approval of the Social Media Committee. Additions are subject to a vote of approval by the Board of Directors during the annual meeting.

Section 7: Young Writers Outreach Committee

The committee is responsible for Silver Pen instruction and learning initiatives directed at non-adult audiences. This includes the planning, development, maintenance and operation of the Kids ‘magination website (www.kidsmagination.com) and any Kids ‘magination related periodicals. The Board must approve the general budget for this committee and the Young Writers Outreach Committee shall be responsible for budgeting specific endeavors within its charter.

Section 8: Silver Pen Website Committee

The committee is responsible for development, planning, maintenance, and daily operation of the Silver Pen website (www.silverpen.org), which is the official voice of the Silver Pen organization.

Section 9: Internship Committee

This committee is responsible for hiring, vetting, setting goals for and maintaining internships. The Board must approve the general budget for this committee and the Internship Committee shall be responsible for budgeting specific internship activities.

ARTICLE 7: FINANCIAL RECORDS AND DUES

Section 1: Fiscal Year

The Silver Pen business and fiscal year as well as all terms of office for Officers and Directors will begin on January 1st and terminate on December 31st of a calendar year.

Section 2: Annual Report

Nothing in these Bylaws shall be interpreted as prohibiting Executive Officers from issuing annual or other periodic reports to the members of the Corporation. However, the Executive Officers shall provide to the Board of Directors within sixty (60) days of the close of the corporate fiscal year and to those members who request it in writing, a report containing the following information in reasonable detail:

a) The assets and liabilities, including trust funds, of the corporation as of the end of the fiscal year.

b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.

c) The revenue of receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.

d) The expenses of disbursements of the corporation, for both general and restricted purposes, during the fiscal year.

e) Any information required by Indiana Law and United States Federal Law.

Section 3: Dues Assessments

Annual dues in an amount determined by the Board of Directors and enumerated in Section 2 of this article will be assessed to each individual and organizational member. Annual dues shall be collected in a manner outlined by the Board of Directors and forwarded to the Treasurer no later than the 15th day of December of each year. At the time of payment of dues, the member’s name, address, phone number, and email address shall be collected and forwarded to the Secretary.

Section 4: Rate Changes

Rates may be changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues. Rate changes will become effective on the January following the passage by vote.

ARTICLE 8: CONFLICT OF INTEREST POLICY

Section 1: Purpose

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

Section 2: Definitions

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

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

a) An ownership or investment interest in any entity with which Silver Pen has a transaction or arrangement;

b) A compensation arrangement with Silver Pen or with any entity or individual with which Silver Pen has a transaction or arrangement;

c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Silver Pen is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article 12, Section 3, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3: Procedures

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

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

Procedures for Addressing the Conflict of Interest

a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, the individual shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c) After exercising due diligence, the governing board or committee shall determine whether Silver Pen can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested Directors whether the transaction

e) or arrangement is in Silver Pen’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Section 4: Violations of the Conflicts of Interest Policy

If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 5: Records of Proceedings

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

a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 6: Compensation

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

Section 7: Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually

sign a statement which affirms such person:

a) Has received a copy of the conflicts of interest policy,

b) Has read and understands the policy,

c) Has agreed to comply with the policy, and

d) Understands Silver Pen is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 8: Periodic Reviews

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

a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b) Whether partnerships, joint ventures, and arrangements with management organizations conform to Silver Pen’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 9: Use of Outside Experts

When conducting the periodic reviews as provided for in Article 8, Silver Pen may use outside advisers. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE 9: AMENDMENTS

Section 1: Amendments

These bylaws may be amended when necessary by two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

CERTIFICATION

These bylaws were approved at a meeting of the Board of Directors by unanimous vote on May 1, 2011.