Bylaws of The International Wizard of Oz Club
Adopted by the Board of Directors at its Meeting of June 19, 1998.
Revised July 13, 2006.
Article 1. Name and Purpose
1.1 The name of the organization is The International Wizard of Oz Club, Incorporated.
1.2 The purpose of The International Wizard of Oz Club is to (a) educate and encourage the interest of its members and the general public in the writings of L. Frank Baum and other authors about the Land of Oz; (b) facilitate the collecting of works related to Oz and its creators; (c) promote research about authors, illustrators, critics, and other matters related to Oz; (d) encourage original writing and other forms of expression about Oz; and (e) provide forums for people to meet and share their interest in the phenomenon of Oz.
1.3 Membership is open to any interested person or institution. Membership, which includes a subscription to the Club’s official journal, The Baum Bugle, is granted upon receipt of annual dues.
Article 2. Board of Directors
2.1 Government of the Club shall lie in a Board of Directors consisting of a President; a Vice-President; and nine Directors at large, each of whom is elected for a three year term, or until succeeded; and five ex officio members, appointed by the Board annually. Members of the Board of Directors must be members of the Club. The Board shall have the following functions: (a) establish categories of membership and set annual dues; (b) adopt the annual budget; (c) receive the annual reports of the Secretary, the Treasurer, and all Editors-in-Chief; (d) appoint the Secretary, Treasurer, and Editors-in-Chief of The Baum Bugle, Oziana and Special Publications to serve for one year terms as ex officio members of the Board, eligible to vote, with any Board vacancies caused by their appointment being filled by the Board; (e) receive the Nominating Committee’s report on candidate recommendations for the offices that fall vacant each year prior to the expiration of the incumbents’ terms; (f) appoint members to fill unexpired terms; (g) authorize the hiring of paid staff as needed including an Administrative Coordinator; and (h) sanction, on behalf of the Club, independently organized meetings held at the initiative of individuals or groups in consultation with the President.
2.2 An election shall be held annually to fill all elected positions whose terms expire in the following year, with ballots distributed to all members before the end of the calendar year. All candidates must be members of the Club at the time of their nomination. Any member’s name shall appear on the ballot submitted to the membership if, within 90 days after the annual meeting of the Board, that member submits a petition signed by 30 members. No elected official shall be eligible to serve more than two consecutive terms in the same office. All elected Directors shall serve for three-year terms or until they are succeeded. Terms of office shall commence at the conclusion of the designated annual meeting of the Board following each annual election.
2.3 The Board shall meet at least once a year on dates and at places and times determined by the Executive Committee. Notice in writing of any such meetings shall be provided to the members of the Board at least 30 days in advance, and the purpose of the meeting shall be stated in the notice. Eight members of the Board shall constitute a quorum; except that in the case of a vacancy on the Board, a majority of the appointed and elected officials of the Board shall constitute a quorum.
2.4 Robert’s Rules of Order in its latest revision shall be the recognized authority for the Board’s proceedings.
Article 3. Officers and Support Staff
3.1 The President, or in his or her absence the Vice-President, shall preside at all meetings of the Board. In the event the President and Vice-President should both be absent, the President shall designate a Director to preside. If the President fails to designate a Director to preside, the members of the Board present shall appoint a President pro tem. The President shall be the Club’s administrative officer, shall sign all contracts on behalf of the Club, shall conduct correspondence and other customary duties of the office, and may appoint assistants as needed and delegate such membership related activities as The Oz Trading Post and the Membership Directory. He or she shall serve as a consultant to the Treasurer in the preparation of the annual budget for submission to the Board.
3.2 The Vice-President shall assume the duties of the President in his or her absence and when so acting shall have all the power and authority vested in that office. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
3.3 The Secretary shall attend all meetings of the Board of Directors and Executive Committee and preserve, in the books of the Club, minutes of the proceedings of all such meetings. He or she shall give all notices required by statute, bylaw or resolution and shall perform such duties as may be delegated to the Secretary by the Board of Directors.
3.4 The Treasurer shall be responsible for all Club monies and maintain a Club bank account and other financial accounts as needed in which Club monies shall be deposited. He or she shall pay Club bills, keep separate records of all monies for the Club’s Special Publications Program, maintain records, and arrange for access to the Club bank and other financial accounts if unable to carry out his or her duties. The Treasurer, in consultation with the President and Club Editors-in-Chief, shall draft the annual budget, and shall file financial reports and forms required by federal and state laws.
3.5 The Editor-in-Chief of The Baum Bugle shall edit and publish it three or more times a year, choose and supervise his or her staff, help prepare the annual Bugle budget, and give a report at the annual meeting of the Board. The Baum Bugle shall be the official publication of record of the Club.
3.6 The Editor-in-Chief of Oziana shall edit and publish it once a year, help prepare the annual Oziana budget, and give a report at the annual meeting of the Board. Oziana, supported by separate subscription, shall be an annual anthology of original stories, drawings, verse, and other Ozian material.
3.7 The Editor-in-Chief of Special Publications shall handle or delegate all details concerning Special Publications except the signing of contracts. He or she shall consult with the Board of Directors at least annually to apprise it of proposed projects, all of which are subject to approval of the Board. When action must be taken by the Editor-in-Chief of Special Publications and consultation with the Board of Directors is not feasible, the Executive Committee may authorize the Editor-in-Chief of Special Publications to make changes in production details related to the previously approved Special Publications Program. The Editor-in-Chief of Special Publications shall help prepare the annual Special Publications budget and give a report at the annual meeting of the Board.
3.8 The Board of Directors may confer the status of “Emeritus” on an individual who has engaged in outstanding long term service to the Club. An Emeritus Director shall be considered a member of the Board but shall not be counted as part of the quorum; however, he or she shall be eligible to participate in Board deliberations and to assist the Board in an honorary capacity. This honor may be conferred only by a resolution approved by a three-fourths vote of all members of the Board. Such a resolution shall establish the term and duties of the position and may confer the power to vote on some or all Board matters. If the resolution confers to an Emeritus Director the power to vote, such power shall not take effect until the conclusion of the meeting at which the resolution was adopted.
3.9 The Administrative Coordinator shall receive membership applications and dues. He or she shall forward the dues and other Club income to the Treasurer, and submit bills to him or her for payment.
Article 4. Committees
4.1 The Executive Committee comprises the President, Vice-President, Treasurer, Secretary, and Chairperson of the Budget and Finance Committee. The Executive Committee shall have general supervision of the affairs of the Club between business meetings of the Board and shall meet upon the call of the President. It shall have the authority to act on behalf of the Club except that none of its actions may conflict with actions taken by the Board. It shall also be available to consult with the Editor-in-Chief of Special Publications regarding finalization of production details and signing of contracts when consultation with the full Board is not feasible and a majority vote is needed. The Executive Committee can vote in person, by telephone, by mail, and/or through electronic communication.
4.2 The Board of Directors shall appoint at the annual meeting of the Board a Nominating Committee made up of three Club members, at least one of whom shall not be a member of the Board. The Nominating Committee shall be charged with nominating at least one candidate for each of the regular occurring vacancies among the Directors at large, the President, and the Vice-President for presentation at the next annual meeting. The Nominating Committee may accept applications in writing.
4.3 A Membership Committee of five Club members, whose duty shall be to increase and retain membership, shall be appointed by the President at the annual meeting of the Board. The Membership Committee shall report annually to the Board.
4.4 A Budget and Finance Committee of four Club members, whose duties shall be to supervise the Club’s financial investments and assist the Treasurer in preparation of the annual budget and financial statements, shall be appointed by the President at the annual meeting of the Board. The Budget and Finance Committee shall report annually to the Board.
4.5 The L. Frank Baum Memorial Award Committee comprises the past recipients of the L. Frank Baum Memorial Award. It shall annually choose a person (or persons in rare instances) to receive this award for having made an outstanding contribution to the work and purposes of the Club.
4.6 Such other committees, standing or special, shall be appointed by the President as the Board shall deem necessary to carry on the work of the Club. The President shall be an ex officio member of all committees except the Nominating Committee.
Article 5. Amendments
5.1 The Board may amend these bylaws, including the bylaw regarding the number of Directors, provided that written notice specifying the proposed amendment(s) is sent to all Board members at least 30 days prior to a vote to approve the change(s). A two-thirds vote of the entire Board is required for amendment of the bylaws.
5.2 An amendment takes effect after approval of the Board of Directors and upon publication and distribution of the amendment to the Club membership.