Raising professionalism, serving as the voice for excellence and achieving diversity in crime writing.
ARTICLE I
NAME AND SEAL:
Section 1. The name of this nonprofit corporation shall be Sisters in Crime Desert Sleuths Chapter, Inc. Its seal shall be a design adopted by its Executive Committee, if desired. Its principal location shall be the metropolitan Phoenix area of Arizona.
ARTICLE II
MISSION:
Section 1. The mission of the Sisters in Crime Desert Sleuths Chapter is to promote the ongoing advancement, recognition and professional development of women crime writers to achieve equality in the industry.
ARTICLE III
MEMBERSHIP: Membership is open to all persons worldwide who have a special interest in crime and mystery writing and in furthering the purposes of the Sisters in Crime Desert Sleuths Chapter, Inc., as defined in Article II. The term “ACTIVE” made within this document henceforth with regard to members shall refer to any member whose membership dues for both Sisters in Crimes, Inc., and the Sisters in Crime Desert Sleuths Chapter, Inc. are paid in full, regardless of class of membership.
Section 1. PROFESSIONAL MEMBERSHIP. A PROFESSIONAL member is a member whose dues are paid in full for both the national organization of Sisters in Crimes, Inc., and the Sisters in Crime Desert Sleuths Chapter, Inc. who is one of the following: an author pursuing a career in crime and mystery writing, a bookseller, a publisher, a librarian, an editor or one who has a business interest in promoting the purposes of Sisters in Crime, Inc., as defined in Article II.
Section 2. ASSOCIATE MEMBERSHIP. An ASSOCIATE member is a member whose dues are paid in full for both the national organization of Sisters in Crime, Inc., and the Sisters in Crime Desert Sleuths Chapter who does not have a business interest in promoting the purposes of Sisters in Crime, Inc. This includes, but is not limited to, fans and readers.
Section 3. HONORARY MEMBERSHIP. An HONORARY member is a person who is elected as such by the Board of Directors. No dues either at the parent Sisters in Crime level or chapter level are required.
Section 4. INSTITUTIONAL MEMBERSHIP. An INSTITUTIONAL member is an organization such as an educational institution, business firm, or other group whose membership dues are paid in full.
Section 5. EXPANSION OF MEMBERSHIP CATEGORIES. Additional or amended categories of membership may be added by a majority vote of the Board of Directors followed by a majority of affirmative vote of the Active membership.
ARTICLE IV
GENERAL MANAGEMENT:
Section 1. The general management, control, and direction of the affairs, funds, and property of the Sisters in Crime Desert Sleuths Chapter shall be vested in its Board of Directors, also referred to as the “Board”.
Section 2. No part of the net earnings of Sisters in Crime Desert Sleuths Chapter shall inure to the benefit of any member, director, or officer of the organization, or to any private individual, provided, however that reasonable compensation may be paid for services rendered to, or for, Sisters in Crime Desert Sleuths Chapter (subject to the provisions of Article VI).
Section 3. If there shall be a cash surplus at the end of the fiscal year, it shall be retained in the treasury of Sisters in Crime Desert Sleuths Chapter to be used to further the purposes of the organization.
Section 4. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in any political campaign on behalf of any candidate for public office (including the publishing or distribution of statements) except as authorized under the Internal Revenue Code of 1954, as amended.
ARTICLE V
THE BOARD OF DIRECTORS:
Section 1. The Board of Directors of Sisters in Crime Desert Sleuths Chapter, Inc. shall consist of the Officers, and a minimum of two (2) Members-at-Large. The Board of Directors may determine further Member-at Large positions in ratio to membership, i.e., one Member-at–Large for every twenty-five (25) Active members of the chapter.
The Members-at-Large shall serve on Standing Committees (to include Program, Publicity, Speakers Bureau, Anthology, Special Events, Bylaws, Conferences, Membership, Member Relations, Social Media, Website/Electronic Technology, Chapter Liaison, and/or others so designated by the Board).
The immediate Past President will serve on the Board as a voting member and in an ex-officio capacity.
Section 2. Qualification and terms of office for Officers shall be as set down in Article VI.
Section 3. Members-at Large shall be Active members of Sisters in Crime Desert Sleuths Chapter. Their terms of office shall be for one (1) year.
Section 4. Officers and Members-at-Large shall be elected by the Active membership of Sisters in Crime Desert Sleuths Chapter.
Section 5. The Board of Directors shall have the right to decide by majority vote to add a Member-at-Large to its number.
Section 6. No member may serve on the Board of Directors for more than five consecutive years unless appointed by the Board of Directors to serve in an advisory position.
Section 7. The Board of Directors is authorized to make such rules and regulations as it deems necessary for the effective management of the organization, including but not limited to its logo, records, and membership mailing list.
Section 8. The Board of Directors is authorized to use electronic mail to call for votes on issues between meetings. The President will count the votes and forward the motion and vote tally to the Secretary for permanent record in the minutes.
ARTICLE VI
OFFICERS:
Section 1. The officers of Sisters in Crime Desert Sleuths Chapter shall be a President, a Vice-President, a Secretary, and a Treasurer. They shall be Professional members of Sisters in Crime Desert Sleuths Chapter. These officers shall constitute the Executive Committee.
In the event that a decision needs to be made quickly without time to poll the Board, the Executive Committee may make that decision. Votes, which may be collected by email, shall be tabulated and recorded by the Secretary.
Section 2. PRESIDENT. The President shall preside at (or delegate a representative to preside at) all membership meetings, and call and preside at all meetings of the Board of Directors. The President sets goals and responsibilities, serves as ad hoc member of committees, polls Board members on major decision, keeps members informed, serves as group spokesperson, acts as liaison with other Sisters in Crime, Inc. chapters or related organizations, plans special events and performs such other duties as the Board of Directors may from time to time determine. The President may serve two, individual, consecutive, elected one-year terms. The immediate Past President will serve on the Board as a voting member and in an ex officio capacity for the period of one year following his/her term.
Section 3. VICE-PRESIDENT. The Vice-President shall substitute for all or part of the above if the President is unable to fulfill her obligations, attend Executive Committee meetings, and may act as chairperson for a special event, oversee the work of the standing committees, obtain progress reports from committees, see that progress is reported to membership, and assist or substitute for the President as required. The Vice-President may serve two, individual, consecutive, elected one-year terms.
Section 4. SECRETARY. The Secretary shall take minutes at all General Membership, Board and Executive Committee meetings, maintain a chronological file of all meeting minutes, including a copy of the Treasurer’s reports for the corresponding month, handle correspondence in coordination with the President, keep a file of publications and publicity, and perform such other duties as determined by the Board of Directors. The Secretary may serve two, individual, consecutive, elected one-year terms.
Section 5. TREASURER. The Treasurer, or the person or persons designated by the Board of Directors: shall be responsible for all financial matters for Sisters in Crime Desert Sleuths Chapter, including the collection of dues and/or other income and the payment of expenses; shall keep accurate financial accounts, maintain a checking account and/or other financial accounts; and, shall prepare and submit financial statements at the regular Board of Directors meetings and whenever so requested by the Board of Directors or general membership; and, shall perform such other duties as determined by the Board of Directors. The Treasurer, or any person or persons designated by the Board of Directors, may make disbursements from the treasury, as authorized by a majority vote of the Board of Directors.
The Treasurer may serve two, individual, consecutive, elected one-year terms. If, at the end of the second term as Treasurer, a qualified new candidate for the office of Treasurer has not been identified from the chapter membership, the Board of Directors – by majority vote – may approve the nomination of the Treasurer for election by the chapter members to one more consecutive term.
Notwithstanding the above, if at any time, the Treasurer cannot continue in the position, or, if the Desert Sleuths Chapter Board of Directors determines, by a majority vote, that some or all of the responsibilities outlined above should no longer be assigned to the Treasurer of that calendar year, the Board of Directors may assign and delegate said responsibilities to another person or persons designated by the Board of Directors by a separate majority vote. Such decisions will be recorded in the minutes; the Board will provide a written notice in that regard and will clearly delineate the assignment of each/all of the Treasurer’s responsibilities in writing to all parties involved. The written decision and delineation of responsibilities will be made part of the permanent chapter records.
Section 6. AUDITOR. Auditor. The books and records will be reviewed annually by a private accountant hired by the Board.
Section 7. VACANCIES. Should there be a vacancy in the Presidency at any time, the Vice-President shall succeed to the Presidency and shall serve until the next annual election. In the event that the Vice-President is unable to succeed to the Presidency, the Board of Directors shall, by majority vote, determine the successor to the President, and that successor shall serve as President until the next annual election. Any other vacancy of an office shall be filled by the Board of Directors, and the successor shall hold office until the next annual election.
Section 8. COMPENSATION. None of the Officers of Sisters in Crime Desert Sleuths Chapter or any other members of the Board of Directors shall receive any salary or compensation for services rendered as Officers and/or Board of Directors members. Salaries may be paid to any employee of Sisters in Crime Desert Sleuths Chapter, including employees who have
been given official titles, such as Executive Secretary or Assistant Secretary, or to such other persons as the Board may direct.
This does not preclude the Board members from being reimbursed for reasonable expenses associated with their service on behalf of the organization.
Section 9. EXPULSION OR IMPEACHMENT OF OFFICERS. Officers and Members of the Board of Directors can be impeached from office for dereliction of duty or malfeasance by a majority vote of the Active membership present in person or by proxy at the vote. Impeachment votes can only occur during one (1) of the monthly membership meetings or a specially scheduled meeting with at least 10 days notice of the matter under consideration being sent to the membership.
A full investigation must be made, including (A.) Notification in writing to the officer of the charge and by whom made, as well as the filing of said charges with the Board of Directors; (B.) Investigation of the charges by a committee of Active members, none of whom are members of the Board of Directors, and chaired, if possible, by a former President or other former officer of Sisters in Crime Desert Sleuths Chapter. The committee will be selected by a majority vote of the Board of Directors.
Following the investigation, if a majority of the investigating committee votes to proceed, the investigating committee will hold a hearing under circumstances that will give the accused officer ample opportunity to present a defense. If by a two-thirds (2/3) vote the investigating committee recommends impeachment, notification of the call for impeachment must be mailed to all the members, together with a statement summarizing the recommendation of the investigating committee. At the next membership meeting, after a full and open hearing of both sides, the membership will vote on whether or not to impeach the Officer. Other Board members may be impeached by the same process.
ARTICLE VII
COMMITTEES:
Section 1. Standing committees shall be established by the Board of Directors, as needed. Chairpersons of the Standing Committees shall be appointed by the Board of Directors, and may be selected from among the Board and the membership. They shall serve at the pleasure of the Board of Directors as a whole. Chairs must be Active members of the chapter.
Standing committees and their chairs may include:
1) MEMBERSHIP COMMITTEE. A Membership Committee to keep a computerized spreadsheet or list of all members including the payment of annual chapter dues with current contact information; complete tasks outlined in the written job description of the Membership Committee (if provided by the Board); and other duties as the Board of Directors may determine from time to time.
The Membership Committee will inform/remind all members, in writing each year, of the following: in order to be a member of the Sisters in Crime Desert Sleuths Chapter, it is mandatory for any/all chapter members to concurrently be a member in good standing of the Sisters in Crime National organization at all times; that both memberships expire each year on December 31st, and both must be renewed every calendar year to retain membership status in the Sisters in Crime Desert Sleuths Chapter; and, the membership benefits offered to Sisters in Crime Desert Sleuths Chapter members are specifically contingent upon each member’s status as a current member (paid/renewed for that year) in both organizations. The Membership Committee will also inform new members of this requirement when they join. The Membership Committee will provide a complete list of chapter members to the Sisters in Crime National organization in April of each year, and at any other time requested by Sisters in Crime National, to allow Sisters in Crime National to verify national membership of any/all Desert Sleuths Chapter members.
2) PROGRAM COMMITTEE. A Program Committee to work in conjunction with the chapter’s President and/or Executive Committee to plan the chapter’s monthly program meetings, workshops, speakers or author-support at book signing events; complete tasks as outlined in the written job description of the Program Committee (if provided by the Board); and, other duties as the Board of Directors may determine from time to time;
3) PUBLICITY COMMITTEE. A Publicity Committee to publicize and promote the Sisters in Crime Desert Sleuths Chapter, its events, achievements and image for the overall benefit of the membership; submit chapter news to the parent Sisters in Crime newsletter; contact media and respond to media inquiries; create and implement publicity campaigns as needed; complete tasks as outlined in the written job description of the Publicity Committee (if provided by the Board); and other duties as the Board of Directors may determine from time to time.
4) MEMBER RELATIONS COMMITTEE. A Member Relations Committee, to serve as an Ombudsman and assist members of the chapter in related matters; complete tasks as outlined in the written job description of the Chapter Liaison Committee (if provided by the Board); and, carry out other duties as the Board of Directors may determine from time to time.
5) CONFERENCES COMMITTEE. A Conferences Committee to plan, coordinate, promote, implement, manage and host the Sisters in Crime Desert Sleuths Chapter annual Write Now! Conference, and/or any other annual chapter conference(s); submit a recommended budget for, and create the overall conference program, and promote the conference, in concert with the Board of Directors, other chapter committees and members in this regard; complete tasks as outlined in the written job description of the Conferences Committee (if provided by the Board); and, carry out other duties as the Board of Directors may determine from time to time.
6) SPECIAL EVENTS COMMITTEE. A Special Events Committee to plan, coordinate, implement, manage and host special events, other than the annual conference(s); such as workshops, book signing events, educational seminars, reader appreciation activities, or events designed to promote and publicize the chapter, as the Board of Directors deems appropriate; submit a recommended budget for, and create the programs for each special event and work in concert with the Board of Directors, other chapter committees and members in this regard; complete tasks as outlined in the written job description of the Special Events Committee (if provided by the Board); and, carry out other duties as the Board of Directors may determine from time to time.
7) BYLAWS COMMITTEE. A Bylaws Committee to review the chapter bylaws on an bi-annual basis, and bring to the attention of the Board of Directors any perceived need for amendments or corrections, in keeping with the Sisters in Crime Mission Statement, Sisters in Crime, Inc., rules and regulations, Sisters in Crime Desert Sleuths Chapter standards of practice, any directive from Sisters in Crime National, or other such information. The Bylaws Committee will deliver at least one copy of the most recent Sisters in Crime (National) Bylaws and Sisters in Crime Desert Sleuths Chapter Bylaws to the newly elected Desert Sleuths Chapter Board of Directors no later than the January Board meeting each year; complete tasks as outlined in the written job description of the Bylaws Committee (if provided by the Board); and, carry out other duties as the Board of Directors may determine from time to time.
8) CHAPTER LIAISON COMMITTEE. A Chapter Liaison Committee to communicate with, share ideas with, and network with other Sisters in Crime Chapters throughout the organization; complete tasks as outlined in the written job description of the Chapter Liaison Committee (if provided by the Board); and, carry out other duties as the Board of Directors may determine from time to time.
9) ANTHOLOGY COMMITTEE. An Anthology Committee to coordinate, manage and implement the proper procedures to publish and sell anthologies or any other such publications of the Sisters in Crime Desert Sleuths Chapter, created and/or published by the chapter for the benefit of the chapter and members. The Anthology Committee will adhere to the Sisters in Crime, Inc. (National) written guidelines and restrictions for publications created by individual Sisters in Crime chapters and shall submit the appropriate paperwork for approval from the national office, within the required time frames; create and implement the budget, follow all policies and procedures under national and chapter rules during the process; complete tasks as outlined in the written job description of the Anthology Committee (if provided by the Board); and, carry out other duties as the Board of Directors may determine from time to time.
10) SOCIAL MEDIA COMMITTEE. A Social Media Committee to monitor, enhance, implement, and create a social media platform, using the social media options deemed appropriate by the Social Media Committee and approved by the Board of Directors, to further promote the Sisters in Crime Desert Sleuths Chapter, its members and its events; introduce the Sisters in Crime organization and the Desert Sleuths Chapter to a larger audience; and benefit the chapter membership as a whole. The Social Media Committee shall follow all policies and procedures under national and chapter rules regarding social media and interaction with public; advise the Board of Directors on all aspects of and recommendations on social media options; complete tasks as outlined in the written job descriptions of the Social Media Committee (if provided by the Board); and, carry out other duties as the Board of Directors may determine from time to time.
11) SPEAKERS BUREAU COMMITTEE. A Speakers Bureau Committee to coordinate the appearance of members of the Sisters in Crime Desert Sleuths Chapter as guest speakers at public and private events, for the benefit of the public and individual organizations who request such appearances; to further promote the Sisters in Crime Desert Sleuths Chapter and its members; complete tasks as outlined in the written job descriptions of the Social Media Committee (if provided by the Board); and, carry out other duties as the Board of Directors may determine from time to time.
12) WEBSITE/ELECTRONIC TECHNOLOGY COMMITTEE. A Desert Sleuths Website/Electronic Technology Committee to maintain the Sisters in Crime Desert Sleuths Chapter website; monitor the website; advise the Board of Directors on technological issues; make recommendations to the Board of Directors on special programs, procedures or systems that would benefit the chapter; implement the systems, programs and procedures approved by the Board of Directors; complete tasks as outlined in the written job description of the Website/Electronic Technology Committee (if provided
by the Board); and, carry out other duties as the Board of Directors may determine from time to time.
Section 2. Ad hoc and pro tem committees shall be appointed by the president and or Board of Directors as required
ARTICLE VIII
MEETINGS:
Section 1. The Sisters in Crime Desert Sleuths Chapter shall have ten (10) monthly membership meetings per year. Unless otherwise designated by majority vote of the Board of Directors, the August meeting shall be at the annual conference or another location designated by the Board of Directors. The regular monthly meeting will be held in a location designated by the Board of Directors.
Section 2. Board of Directors meeting shall be held when and where the Board of Director shall determine, providing that a monthly Board of Directors meeting shall always occur prior to the monthly membership meetings. A majority of the Board of Director members must be present at all Board meetings. Participation in a Board of Directors meeting shall be in person or by proxy, or by conference call or other media access. Other meetings as deemed necessary by the Officers may take place by phone or other media access.
ARTICLE IX
ELECTIONS AND VOTING
Section 1. ELECTIONS. Elections shall take place in October of each year.
Section 2. ELIGIBILITY TO VOTE. Only Active members of Sisters in Crime Desert Sleuths Chapter, as defined in Article III of these bylaws, shall be eligible to vote.
Section 3. VOTING. The annual election of the Sisters in Crime Desert Sleuths Chapter Board of Directors, may take place in one of two ways, as individually outlined in Section 3-A and Section 3-B of this Article:
Section 3-A. Voting may take place during the October chapter meeting; with the voting done in person, by written proxy or absentee ballot. At the meeting, in-person voting may be done by secret ballot or by a show of hands. An absentee ballot or a proxy may be requested by any Active members who are unable to attend the October meeting, in order to allow them to vote.
Only Active members may receive a proxy or an absentee ballot. When requested, absentee ballots or proxies must be sent no later than two weeks prior to the meeting at which voting will take place. The absentee ballots and/or proxies must be received by the Board of Directors in advance of the meeting at which voting will take place. The deadline for returning the absentee ballot or proxy is at least one week before the day of the election. Ballots will be collected and counted, and the count verified by at least two members of the Nominating Committee, or one member of the Nominating Committee and one outgoing member of the Board of Directors. Results will be announced before the conclusion of the October meeting. In the event of a tie, a run-off election will be held.
Section 3-B. Alternatively, if approved by a majority vote of the Board of Directors no later than September 1st in any given year, voting for the Desert Sleuths Chapter Board of Directors for the following year may be done via emailed ballot, in order to allow the greatest number of Active chapter members to participate in the vote. That decision will be announced at the September chapter meeting, and in the next chapter newsletter, and by a special email announcement immediately following the September chapter meeting. Ballots will be emailed no later than seven (7) days after the September chapter meeting where the Nominating Committee announces the nominees for the following year’s Board. Ballots may only be emailed to Active chapter members, as defined in Article III of these bylaws. The deadline for returning the email ballots is no later than ten (10) days after the ballots are emailed to Active members. If any member requests that a ballot be mailed to the member, rather than emailed, the Board of Directors will ensure that is done at the same time the email ballots are sent. Ballots will be printed/collected and counted, and the count verified by at least two members of the Nominating Committee, or one member of the Nominating Committee and one outgoing member of the Board of Directors. The process of voting via email will take the place of a vote in person. Results will be announced at the October chapter meeting. In the event of a tie, a run-off election will be held.
Section 4. The Officers and Board of Directors members pro tem serving prior to incorporation and formal adoption of bylaws shall continue in those positions for full terms of office if their election is so confirmed by a simple majority of professional members voting in person or by proxy at the first Annual Meeting following incorporation and formal adoption of bylaws.
ARTICLE X
NOMINATIONS:
Section 1. Not later than September 1st, the Board of Director shall appoint a Nominating Committee to prepare a list of nominations for such elected positions as shall fall vacant at the end of the calendar year. Nominations may be made by general membership.
Section 2. Not later than the third Wednesday of September, the Nominating Committee shall give the Secretary the nominations list, which shall be announced to the membership during the September chapter meeting, and publicized in the next Newsletter and/or a special email announcement and/or special mailing. Additional nominations may be made from the floor during the September meeting.
Section 3. Additional nominations may be made in writing if signed by at least five (5) Active members who shall not have signed the nomination of any other person, for the same position. To be valid, such additional nominations shall be submitted in writing to the chapter Secretary and the Chairman of the Nominating Committee – by email, US Postal service or in person – no later than five (5) calendar days prior to the September chapter meeting.
ARTICLE XI
NOTICES:
Section 1. All notices to member shall be sent to the latest email address or physical address furnished by members to the Secretary. Notices shall be sent to all members, irrespective of voting status. Proxies for voting shall be sent out only by request of an Active member no less than four (4) weeks in advance of the October meeting.
ARTICLE XII
DUES:
Section 1. PAYMENT. Each member of Sisters in Crime Desert Sleuths Chapter shall pay chapter dues, the amount of which shall depend on the category of membership and be determined by the Board of Directors. Bills for dues shall be sent to members by September 1st. If a member joins the chapter for the first time in the 10th calendar month or later, dues paid will cover the following year as well.
Section 2. SISTERS IN CRIME MEMBERSHIP. Members of Sisters in Crime Desert Sleuths Chapter are also required to be members of Sisters in Crime, Inc. The parent Sisters in Crime’s organizational dues are collected separately by the parent organization. Collection of these dues is not the responsibility of the chapter.
ARTICLE XIII
DISCIPLINE:
Section 1. NON-PAYMENT OF DUES. Chapter membership may be terminated if dues have not been paid by March 31st. The application of this provision shall be under rules and regulations made by the Board of Directors.
Section 2. MISCONDUCT. “Misconduct” is here defined as conduct inimical or harmful to the purposes and/or good repute of Sisters in Crime Desert Sleuths Chapter. The Board of Directors may suspend or expel a member for misconduct, but may do so only after a full investigation has been made. The investigation shall include (A) notification in writing to the member of the charge and by whom made; (B) arrangement for hearing, either before the Board of Directors or before a committee appointed by the Board of Directors; and (C) holding the hearing, in circumstances that will give the accused member ample opportunity to present a defense. If the hearing is before a committee, the committee may recommend, but the decision shall be made by the Board of Directors. If the accused member is unavailable, or refuses to participate in the hearing, or makes unreasonable demands regarding the arrangement, the Board of Directors may proceed with the investigation, and act, without a hearing.
ARTICLE XIV
BYLAWS AND AMENDMENTS:
Section 1. BYLAWS. These bylaws, as prepared by the Bylaws Committee, shall constitute the bylaws pro tem of Sisters in Crime Desert Sleuths Chapter upon approval by the Board of Directors and shall continue as bylaws Pro 10 until amended and/or approved by the a majority of the Active membership at a regular meeting.
Section 2. Upon such approval by the Board of Directors, the bylaws pro tem shall be distributed to the membership of Sisters in Crime Desert Sleuths Chapter thirty (30) days before the next Membership Meeting, accompanied by an announcement that a vote on the bylaws will take place at that meeting. Proxies will be sent to professional members upon request. Approval of the bylaws will require an affirmative vote by a majority of the professional members who participate in the vote.
Section 3. AMENDMENTS. No proposal for amendment of the permanent bylaws shall be acted upon unless it shall have been authorized by the Board of Directors or shall have been presented to the Secretary over the signature of twenty percent (20%) of the membership.
To become effective, an amendment to the bylaws must either be: (A) submitted to all Active members, thirty (30) days prior to the chapter meeting, accompanied by an announcement that a vote on the bylaws will take place at that meeting, with ballots sent to Active members under the direction of the Board of Directors; and a ballot vote by Active members taking place at the indicated chapter meeting. Absentee ballots may be sent to members upon request. Approval of bylaw amendments requires an affirmative vote of a majority of the Active members participating in the vote.
OR
(B) submitted to all Active members, thirty (30) days prior to the chapter meeting where results will be announced, accompanied by an announcement that a vote on the bylaws will take place via emailed ballot, with ballots sent to Active members under the direction of the Board of Directors; and a ballot vote by Active members taking place by returning the marked ballots within two weeks of the Board of Directors sending the ballots to those members. The ballots must be returned to the chapter by either mailing the ballots to the official Sisters in Crime Desert Sleuths Chapter mailing address or emailing the ballots to the official Sisters in Crime Desert Sleuths Chapter email address. Ballots must be collected and counted, and count verified by at least two members of the Board of Directors. Approval of bylaw amendments requires an affirmative vote of a majority of the Active members participating in the vote.
ARTICLE XV
INDEMNIFICATION:
Section 1. To the extent permitted by law, the Board of Directors may indemnify and advance expenses (including court costs and attorney’s fees) to any present or former Board of Directors member, agent, or employee who was, it is, or is threatened to be a named defendant or responded in an action or proceeding because such person is or was a Board of Directors member, agent, or employee SISTERS in Crime Desert Sleuths Chapter, Inc.Section 2.
The Board of Directors may purchase and maintain insurance on behalf of any such person, whether or not the Board of Directors would have the power to indemnify the person against such liability.
ARTICLE XVI
DISSOLUTION:
Section 1. Dissolution of Sisters in Crime Desert Sleuths Chapter shall take place only after proposal for same has been accepted by two-thirds (two thirds) of the Board of Directors and thereafter distributed in writing to the entire membership and to the parent Sisters in Crime, organization. Voting on the proposal shall take place at the next chapter. Such voting shall be done by the Active members, in person or by proxy. Approval to dissolve the chapter shall require a two-thirds (2/3) affirmative vote by the members who participate in the voting.
Section 2. Upon any dissolution of Sisters in Crime Desert Sleuths Chapter, its property and assets shall be distributed as follows:
(A) all liabilities and obligations of Sisters in Crime Desert Sleuths Chapter, shall be paid, satisfied, and discharged, or adequate provision made hereafter.
(B) assets held by Sisters in Crime Desert Sleuths Chapter, requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements.
(C) any remaining assets shall be distributed among such tax-exempt institutions or charities whose purposes are in whole or part compatible with those of Sisters in Crime, Inc. and the Sisters in Crime Desert Sleuths Chapter. These institutions may be designated by resolution of the Board of Directors but must be approval by two-thirds (2/3) vote by those Active members present in person or by proxy at a special meeting of Sisters in Crime Desert Sleuths Chapter, called for the purpose.
Section 3. Information about the dissolution of the chapter will be posted to the chapter’s website and include the redirection of interested parties to the contact information available on the parent Sisters in Crime website or to other nearby chapters. The website’s domain name will be maintained until its next annual cycle or for at least six months after dissolution at which time the website will be removed from the Internet and the domain name returned to the public domicile.
ARTICLE XVII
RULES OF PROCEDURE AND PARLIAMENTARY AUTHORITY:
Section 1. Any policies or procedures not contrary to law or to these bylaws may be approved or amended by a majority vote of the Board of Directors. A record of such policies and procedures shall be compiled and kept by the Secretary or other person appointed by the Board of Directors. Notification of the policy or procedural changes will be published in the next Sisters in Crime Desert Sleuths Chapter newsletter, and/or sent to members in the next regular mailing or via email notice, and announced at the next regular meeting after said changes have been approved. Additional copies will be available at cost to any member who requests them, in writing from the Secretary.
Section 2. All meetings of Sisters in Crime Desert Sleuths Chapter and/or its Board of Directors shall be conducted in accordance with the parliamentary procedure prescribed in the current edition of Roberts Rules of Order, or by any other generally accepted procedure agreed upon by the Board of Directors and announced to the members, excepting that the President of Sisters in Crime Desert Sleuths Chapter shall in all events be a full voting member of the organization and of the Board of Directors.
Amended, Approved and Adopted in 2016
Sisters in Crime
550M Ritchie Highway, #271
Severna Park, MD 21146
Phone # (833) 492-7463 / (833) 49-CRIME
Fax # 410-544-4640
www.sistersincrime.org
admin@sistersincrime.org