By-laws for The Author Encounter Limited Liability Company

July 8, 2021

updated 1/8/2022

PREAMBLE

In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of ORGANIZATION, these Bylaws will be controlling.

ARTICLE I General

Section 1 Name: This organization is a limited liability company under the laws of the state of Texas and shall be known as The Author Encounter or The Author Encounter limited liability company

Section 2 Purposes: The Author Encounter organized to achieve these objectives: (1) Increase the visibility of authors by creating opportunities for promotion and engagement through events and campaigns; educate aspiring authors and publishing professionals about the business side of authorship. (2) Fostering business and community growth and development through networking and relationship building designed to strengthen and expand the income potential of all authors and professionals in the publishing industry.

Section 3 Principal Offices: The principal offices of The Author Encounter shall be designated by the Founders.

Section 4 Methods: The Author Encounter shall observe all local, state, and federal laws that apply to a Limited Liability Company as governed by the state of Texas.

ARTICLE II Membership

Section 1 Eligibility: Any person, author (traditionally published or independent), agency, or publishing industry professional having an interest in the objectives of the organization shall be eligible for membership.

Section 2 Election: (how an application is submitted, received, and approved) Applications for membership shall be in writing on forms provided for that purpose. The applicant should fill it out. Election of members shall be by the founders until a board or committee is formed for this purpose at any meeting thereof. Any applicant so elected shall become a member upon completion of all requirements of the application including payment of the regularly scheduled investment as provided in Section 3 of Article II.

Members in good standing are entitled to attend general and special meetings; to vote on all questions coming before the membership; to hold office and serve on standing or special committees.
Members are welcome to attend meetings of the founders or the Board (once a board is formed) as long as the member gives notice prior to the finalizing of the agenda of the meeting in which they wish to attend.
Members may then take part in discussions on matters addressed in that meeting, but without a vote on matters before the Founders and or Board.
Membership dues and privileges are determined by the Founders. Only those persons whose requirements have been met, such as annual meeting attendance and investments paid for the current year, will be members in good standing.
Members are eligible for compensation in the form of profit sharing after all expenses, taxes and legal obligations have been met. The profit sharing terms must be established through legal contract and agreed to by both parties prior to the project to which the member will receive compensation for.
The Founder and or Board of directors may, at its discretion, terminate the membership of any person at any time, especially those not in good standing by sending that person a formal notice of termination.

Section 3 Investments:

Membership investments shall be at such rates, schedule, or formula as may be from time to time prescribed by the board of directors, payable in advance.

Article III

Meetings

Section 1: Annual Meeting

The annual meeting of The Author Encounter, in compliance with state law, shall be held during the last quarter of each year. The time and place shall be ﬁxed by founder or board of directors and notice thereof sent to each member at least 10 days before said meeting.

The Author Encounter counts events held with general membership and the public in attendance as general or special meetings when applicable.

Section 2: Additional Meetings (general membership, board, and committee meetings)

General meetings of The Author Encounter may be called by founders or the board at any time, or upon petition in writing of any member: notice of special meetings shall be sent to each member at least 5 days prior to such meetings; board meetings may be called by the founders or by the board of directors upon written application members of the board. Notice, including the purpose of the meetings, shall be given to each member of the board and founders at least 1 day prior to said meeting; committee meetings may be called at any time by the chair of the board, respective department vice chair, or by the committee’s chair.

Section 3: Quorums

At any duly called general meeting of the Author Encounter both founders or at least 3 board members, members shall constitute a quorum; at a board meeting, a majority of founders and directors present shall make up a quorum. At committee meetings, a majority shall constitute a quorum except when a committee consists of more than 9 members. In that case, 5 shall constitute a quorum.

Section 4: Notices, Agendas, and Minutes

Notice of all meetings will be given in advance, at the annual meeting or on the events calendar on the web page or in the official newsletter Ex Libris unless otherwise stated. An advance agenda prepared for all founder and board meetings with the minutes available to all members upon request after the meeting.

Article IV

Board of Directors

Section 1 Responsibility of Board: The responsibility for all business matters lies with the Board of Directors which consists of the Founders and or Directors (there shall be only one class of directors)

a) The Board has sole authority to set schedules and dates for the year; to set dues and fees at rates which will cover costs of operation; to set honoraria paid to authors and industry professionals, rental of necessary facilities, and other incidental expenses; to engage facilities for events and special programs; to approve engagements and/or other special activities undertaken in the name of The Author Encounter.
b) The Board shall determine the need for and the responsibilities of standing or special committees to carry out projects or special programs.
c) The Founders and directors or chairpersons of standing or special committees, whether or not they are members, may attend meetings for the purposes of advising or receiving suggestions from the Board concerning the programs of the Author Encounter.
d) In the event of a vacancy among the Board, the remaining Board members may exercise the powers of the full Board until the vacancy is filled at the next regular election or by an appointment of a member to fill the vacancy until the next election.
e) A member of the Board may be removed from office after reasonable notice and opportunity to be heard by a majority vote of the founders or by two-thirds majority vote of the entire Board.
f) There may be 0 to 5 Board members at large. The actual number will be set by the founders and may be changed by majority vote of the Board.
G) Board or non-founders are eligible for compensation in the form of profit sharing after all expenses, taxes and legal obligations on a per event basis. All terms are to be included in the planning and financial documents for the event in question.
H) The founders’ terms of compensation are stated in the Articles of incorporations.

Section 2 Election of Board

The founders will appoint all members of the board. Until such time as sufficient members with voting rights constitute a member vote.

Article V. Fiscal Year. The fiscal year of The Author Encounter is January 1 through December 31.

Article VI. Amendments to the Bylaws. Amendments to these Bylaws may be made upon one month’s written notice to members; this notice must state the proposed changes. A two-thirds majority vote of those voting is required for adoption.