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Bylaws

Bylaws of Outdoor Writers Association of America, Inc.®

Article I — Offices

1.1 The principal office of Outdoor Writers Association of America, Inc.® (OWAA) shall be in the state of Montana or at such other place as may be specified by the Board of Directors (the Board).

Article II — Purposes and Powers

2.1 The purposes of OWAA are to improve the professional skills and opportunities of members, set the highest ethical and communications standards, encourage public enjoyment and conservation of natural resources, and mentor the next generation of outdoor communicators.

2.2 OWAA may adopt a Declaration of Principles for OWAA, an OWAA Creed, an OWAA Mission Statement and an OWAA Code of Ethics and may require that members subscribe to them.

2.3 OWAA shall have all powers granted or allowed to not-for-profit corporations by applicable law.

2.4 No substantial part of the activities of OWAA shall be the carrying on of propaganda or otherwise attempting to influence legislation, and OWAA shall not participate in nor intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office. OWAA 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 U.S. Internal Revenue Code or any corresponding provision of any future U.S. Internal Revenue law or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the U.S. Internal Revenue Code or any corresponding provision of any future U.S. Internal Revenue law.

Article III — Membership

3.1 Classes. There shall be the following classes of membership in OWAA.

Active members meet the requirements for one or more categories of membership under the OWAA Criteria for Membership. Active members may qualify for Senior status with 20 years of Active membership or, if over age 65, with 10 years of Active membership. Active members with Senior status need not continue to meet annual membership requirements, and the Board may establish lower dues for them.

Associate members are paid for any work in any category listed in the OWAA Criteria for Membership. Associate members may qualify for Senior status with 20 years of Associate membership. Associate members with Senior status need not continue to meet annual membership requirements, and the Board may establish lower dues for them.

Student members do not qualify or do not choose to enroll as Active or Associate Members and are enrolled in a course of study at the secondary or higher education level.

Life members, granted this status by a unanimous vote by the Board for extraordinary service, are not charged annual membership dues.

Honorary members, granted this status by a unanimous vote by the Board, are not charged annual membership dues.

3.2 Categories. The Board shall establish different categories in which persons may qualify for Active and Associate membership and shall establish the criteria for each category.

3.3 Rights. Only Active and Life members shall be entitled to vote or hold office.

3.4 Dues. The Board shall establish dues for each class of membership.

3.5 Application. Application for membership shall be made on a form approved by the Board. Applicants shall agree to be bound by the OWAA Declaration of Principles, the OWAA Creed and the OWAA Code of Ethics, and such agreement shall be stated on the application form. Each application must be signed by the applicant and, except a Student’s, by a sponsor who is an Active member and is not the applicant’s spouse or relative. Student membership applications must be signed by a teacher or educational adviser for the applicant.

3.6 Action on Applications. All applications shall be reviewed promptly by the Executive Director or his or her designee to determine the applicant’s qualification for membership and the correct class of membership for the applicant. If the applicant is determined to be qualified for membership, upon paying the application fee and dues, he or she shall become a member. If the Executive Director is unsure whether an applicant qualifies for membership, he or she shall refer the application to the Board, which shall promptly rule on the applicant’s qualification. Names of new members shall be listed in Outdoors Unlimited® and on the OWAA website.

3.7 Grounds for Board Action on Applications and Discipline Matters. The Board may deny an application for membership or discipline a member for any reason, including but not limited to concern about the applicant’s or member’s adherence to professional ethical standards, a history of criminal or disruptive behavior, misstatements in the application, violation of the Code of Ethics, concern about the applicant’s or member’s membership adversely affecting the governance, purposes or goals of OWAA or violation of any national, state or provincial hunting or fishing law or regulation.

3.8 Discipline of Members. Discipline of members, including suspension and expulsion, shall be according to the OWAA Code of Ethics, the preceding paragraph and this paragraph. A complaint shall be submitted to the chair of the Ethics Committee or the Executive Director on a form approved by the Board and shall be accompanied by evidence or information to support the complaint. Copies of the complaint and supporting materials then shall be provided to the Executive Director, the chair of the Ethics Committee, the President and the member who is the subject of the complaint. The chair of the Ethics Committee shall conduct an investigation, which shall include seeking information from the member who is the subject of the complaint, and shall present the results of the investigation to the Ethics Committee. The Ethics Committee then shall determine whether, in the committee’s opinion, a violation has occurred and whether the member should be disciplined. The committee shall report its findings and recommendations to the member who is the subject of a complaint and to the person who submitted the complaint. If the committee finds that a violation has occurred and that discipline should be imposed, it shall report its investigation, findings and recommendations to the Board and shall notify the member who is the subject of the complaint that he or she may submit written materials or a personal oral statement or both to the Board at the next regular Board meeting occurring more than 30 days after the notice is given. At that meeting the Board shall make its own determination of whether a violation has occurred, whether discipline should be imposed and, if so, what discipline should be imposed. If the Board expels a member, it shall determine the length of expulsion. Both the person who submits a complaint and the member who is the subject of the complaint shall be notified of the final action of the Board. All those to whom information about ethics matters comes shall respect the privacy of those involved and shall not disseminate such information unnecessarily. The Board may close Board hearings and discussions of member discipline matters. If the Board imposes discipline on a member or a former member, its findings and the discipline imposed shall be published in Outdoors Unlimited® and on the OWAA website. A person who is the subject of a complaint that does not result in discipline may choose to have published in Outdoors Unlimited® and on the OWAA website his or her name, the nature of the complaint and the fact that the proceedings were terminated without discipline being imposed. Ethics cases will be continued to resolution even when the member who is the subject of a complaint resigns membership in OWAA. In the event that the work of the Ethics Committee on a specific case has not been concluded on the expiration of the committee’s term, that committee shall retain jurisdiction of that case until it is concluded.

Article IV — OWAA’s intellectual property and relationships with corporations and agencies

4.1 Use of the OWAA name, logo and all other intellectual property belonging to OWAA shall be regulated by policies of the Board and the OWAA Code of Ethics.

4.2 The OWAA Executive Director may make arrangements with corporations, agencies and others allowing for their access to OWAA members and OWAA members’ access to them, with appropriate financial terms for such arrangements, under guidelines approved by the Board of Directors.

Article V — Annual Meeting and Conference

 5.1 Annual Business Meeting. An annual business meeting of the members of OWAA shall be held at a place and time selected by the Board. At such meeting Active and Life members shall be entitled to vote upon all matters. A quorum shall be constituted by 25 such members. Unless contrary to these bylaws, Robert’s Rules of Order shall govern the meeting. The meeting shall be held in conjunction with the annual conference. The purposes of the meeting shall be to transact whatever business may properly come before the meeting and approve actions of the Board occurring since the last membership meeting. Resolutions may be declared out of order if not published in Outdoors Unlimited® before the meeting. Any matters reserved to the membership for decision may be decided at the membership meeting or by mail or electronic ballot, with passage requiring a majority of the votes cast, but matters decided by mail or electronic ballot must be voted upon by at least a sufficient number of Active and Life members to constitute a quorum for a meeting.

5.2 Annual Conference. An annual conference for the members of OWAA shall be held at a place and time selected by or under the authority of the Board. The purpose of the annual conference shall be to contribute to the education of members and to provide services that meet member needs as determined by the Board.

Article VI — Board of Directors

6.1 Powers of the Board. Subject to any limitations imposed by the Articles of Incorporation, these bylaws and any applicable statute concerning actions required to be authorized or approved by the membership, all corporate powers of OWAA shall be exercised by or under the authority of the Board. The Board shall control management of OWAA. The Board may appoint an Executive Director, who may or may not be a member of OWAA, and special advisors or counselors such as Medical Counsel, Legal Counsel, Tax Counsel, Investment Counsel, Parliamentarian, Supporter Liaison and Historian. Any special advisors or counselors at the discretion of the Board may attend Board meetings. The Board may delegate such powers as it deems desirable to any Officer, the Executive Committee or any other committee, or any other person.

6.2 Membership of the Board. The membership of the Board shall consist of nine Directors elected by the membership and the Officers of OWAA.

6.3 Conduct of Board Business. The Board shall hold three regular meetings each year, one after the annual membership meeting, which shall serve as an organizational meeting for the newly elected Board, one approximately six months later, and one before the annual membership meeting, at which Officers for the following year shall be elected. Additional meetings of the Board may be set by action of the Board or may be called by the President or by five members informing the Secretary that a meeting is being called. The Secretary shall make reasonable efforts to notify all Board members of the time and place of each called Board meeting as much in advance of the meeting as possible. Eight members of the Board, including the officer presiding, shall constitute a quorum. A simple majority of the Board members voting at a meeting at which a quorum is present shall be sufficient to approve any issue coming before the Board unless these bylaws or applicable law require otherwise. The officer presiding shall vote only in the event of a tie. Board members may participate in meetings of the Board by means of telecommunications equipment by which all persons participating can hear each other at the same time, and participation by such means shall be the equivalent of being present in person. The Board also may conduct business by mail, fax, teleconference, videoconference or other type of electronic communications, and any matters agreed to by such means by 10 members of the Board shall be the action of the Board. Written minutes of all Board meetings and written records of all Board actions taken without a meeting shall be prepared by the Secretary and published in Outdoors Unlimited® following the meeting or action.

Article VII — Directors

7.1 Qualifications. Each Director shall be elected for a term of three years, and three Directors shall be elected each year. Only Active members in good standing for at least three years immediately preceding the election may be elected as Directors.

7.2 Vacancies and Term Limits. A vacancy shall be declared in the event a Director dies, resigns, is removed, loses status as an Active member or fails to attend two Board meetings without being excused by the Board. The person who received the highest number of votes at the last Board election without being elected shall fill a Director vacancy. The President shall resolve any tie in such voting. If the number of members who stood for election as Directors in the last Board election without being elected who are available and willing to fill vacant Director positions is insufficient to fill all such vacancies, remaining unfilled vacancies may be filled by majority vote of the remaining members of the Board, who may consult with the Board Nominating Committee and the Past Presidents Council. The President shall resolve any tie in such voting. No Director except one elected to fill an unexpired term shall be eligible for re-election until he or she has been off the Board for three years.

7.3 Nomination and Qualifications of Directors. Nominations for election to the Board shall be made by the Board Nominating Committee, the composition of and procedures for which are described in paragraph 9.2, or by a document submitted to the Executive Director or President signed by at least 20 Active or Life members within 30 days after publication in Outdoors Unlimited® of the nominees submitted by the Board Nominating Committee. Any nomination made by either method shall be ruled by the President to be out of order unless the nominee successfully completes an audit of his or her qualification for membership (or is exempt from the same by reason or Senior or Life status) and agrees to submit for publication in Outdoors Unlimited® a photograph and biographical material, including past OWAA committee work and attendance at OWAA conferences. All members nominated for election as Directors by the Board Nominating Committee shall have their photographs and biographical information published in Outdoors Unlimited® at least two months before the election, and all members nominated for election as Directors by the signed document described above shall have their photographs and biographical information published in Outdoors Unlimited® or sent by electronic means to all members at least two weeks before the election.

7.4 Election of Directors. Election shall be by mail or electronic ballot before the annual meeting. A ballot containing the names of all nominees shall be sent to all Active and Life members not later than April 1 of each year. Returned ballots shall be counted only if returned by a date stated on the ballot, established so as to allow tabulation of results before the annual meeting. Ballots upon which write-in votes are attempted and ballots upon which the voter has voted for more than the number of Directors to be elected shall not be counted. The number of Directors to be elected shall be three, and this shall be stated on the ballot. The three nominees with the highest vote totals shall be elected to full terms. The President shall resolve any ties in the voting. The Executive Director shall select three disinterested individuals, not Officers or Directors or employees of OWAA, who shall tabulate and certify the ballot votes and submit the results to the President and to the Executive Director. All ballots shall be retained at Headquarters for a period of one year from the date tabulated.

7.5 Removal of Director. The members of OWAA entitled to vote may remove a Director as specified in this paragraph. A petition seeking removal of a named Director may be submitted to the Executive Director at any time. The petition need not state a reason for such removal. If the petition is signed by at least 15 percent of those then entitled to vote in an election of Directors, within 45 days of receiving it the Executive Director shall send to all members then entitled to vote in an election of Directors a ballot posing the question of whether the named Director should be removed. Only ballots returned by the date specified on the ballot shall be counted, and that date shall be established so as to allow publication of views on the removal petition in at least one issue of Outdoors Unlimited® published at least two weeks before the due date for returning ballots. If a majority of the members entitled to vote favor removal of the named Director, his or her removal shall be effective immediately, and the resulting vacancy shall be filled in the manner specified in paragraph 7.2. Votes shall be counted, reported and handled as specified in paragraph 7.4.

Article VIII — Officers

8.1 Officers. The Officers of OWAA shall be as follows, all of whom shall be voting members of the Board except as limited in these bylaws for the presiding officer.

The President shall preside at membership meetings and Board meetings, vote in those meetings only to resolve ties, appoint committees and their chairs, and serve as an ex-officio member of all committees except the Board Nominating and Officer Nominating committees.

The First Vice President shall be the President-Elect and perform the duties of President in the President’s absence.

The Second Vice President shall be the First Vice President-Elect and perform the duties of President in the absence of the President and First Vice President and chair the Conference Program Committee.

The Secretary shall attend Board and membership meetings, record meeting minutes, keep records of all Board decisions, and submit the minutes and records for publication as required in these bylaws.

The Treasurer shall chair the Finance Committee and the Endowment Trustees, be designated by the Board when appropriate as a signer on OWAA accounts and financial documents and, with the Executive Director, supervise long-range planning for OWAA’s financial affairs.

8.2 Nomination and Qualifications of Officers. Nominations for President and First Vice President may be made orally at the time of election. Nominations for Second Vice President, Secretary and Treasurer shall be by the Officer Nominating Committee, the composition of and procedures for which are described in paragraph 9.2, or by written nomination from any Board member to all other Board members at least 30 days before the election. Only members of OWAA then qualifying for election as a Director may be elected as Officers, and no person may be nominated simultaneously for Director and for any Officer position. The President shall rule out of order a nomination for any Officer position unless the nominee has successfully completed an audit of his or her qualification for membership or is exempt from the same by reason of Senior or Life status.

8.3 Terms, Vacancies and Term Limits. President, First Vice President and Second Vice President shall be elected to one-year terms. Secretary and Treasurer shall be elected to three-year terms beginning in different years. No person may be elected to serve consecutive terms in the same office. A vacancy shall be declared in the event an Officer dies, resigns, is removed, loses Active status or fails to attend two Board meetings without being excused by the Board. If a vacancy occurs in any office, the Board may fill the vacancy for the remainder of the term by election.

8.4 Election of Officers. The Officers shall be elected by the Board at the Board meeting preceding the annual membership meeting. President and First Vice President may be elected by voice vote or acclamation. Election of Second Vice President, Secretary and Treasurer shall be by secret ballot, with tellers appointed by the presiding officer collecting ballots from all Board members, including the chair. The chair’s vote shall not be counted except in case of a tie, and the tellers shall not disclose whether the chair’s vote was counted. A majority of the votes cast shall be necessary for election. If a candidate does not receive a majority on the first ballot, subsequent ballots shall be taken, with the candidate or candidates receiving the lowest number of votes in the preceding ballot being eliminated from the next ballot, until a candidate receives a majority of the votes cast.

8.5 Removal of an Officer. If the Board judges that the best interests of OWAA will be served, it may remove any Officer.

Article IX — Committees

9.1 An Executive Committee comprised of the Officers shall conduct the business of the Board between meetings of the Board and have such powers as are delegated to it by vote of the Board, with all actions of the Committee between Board meetings being subject to approval of the Board at the next meeting.

9.2 There also shall be the committees listed in this paragraph, the members and chairs of which, except as provided otherwise in this paragraph, shall be appointed by the President simultaneously with assuming office, and all committee appointments shall be published in Outdoors Unlimited® and on the OWAA website. The President’s appointments of the members and chair of the Board Nominating Committee and the members of the Finance Committee shall not take effect until approved by the Board. Each committee shall have at least three members, counting the chair, at least one of whom shall be a current Board member. No employee of OWAA or any of the Counsels of OWAA shall serve as a committee chair. The President shall serve as an ex-officio member of all committees except the Board Nominating Committee and the Officer Nominating Committee.

The Awards Committee, chaired by the immediate past President, shall supervise the selection of the recipients of the J. Hammond Brown Memorial Award, the Jade of Chiefs Award, the Excellence in Craft Award and any other such awards (as distinguished from contests) that may be established. The Awards Committee shall be divided into a subcommittee for each award, consisting of all living past recipients of that award.

The Board Nominating Committee, comprised of five members plus a chair, none of whom have served on the committee within the prior five years, shall be responsible for making nominations of at least six candidates for Director at the next election of Directors, in accordance with these bylaws and any Board-approved procedures.

The Conference Program Committee, chaired by the Second Vice President, shall be responsible for the annual conference.

The Contests Committee shall administer all contests conducted by OWAA.

The Craft Improvement Committee shall solicit and disseminate information to help members improve their craft and business practices and their use of technology.

The Development Committee shall be responsible for soliciting grants and other funding to aid in the furtherance of OWAA’s mission.

The Education Committee shall be in charge of establishing criteria for and selecting recipients of OWAA scholarships and the Norm Strung Youth Writing Contest awards, and increasing involvement of student members.

The Ethics Committee shall be responsible for the maintenance and enforcement of the Code of Ethics.

The Finance Committee, chaired by the Treasurer and including four other members, shall supervise the finances of OWAA, oversee the annual review of OWAA’s financial records by a Certified Public Accountant that is required by these bylaws, develop and maintain sound financial practices for OWAA, help the Executive Director prepare the annual budget and present it for board approval, develop strategies to ensure the long-term financial health of OWAA and present them to the Board, recommend fiscal actions according to the financial status of the organization, and administer the Operating Fund and all property owned by OWAA except that within the control of the Endowment Trustees. The Committee may consult with professional financial advisors, including any Investment Counsel appointed by the Board. The Committee shall annually establish an investment policy for any portion of the Operating Fund’s assets not needed to meet current obligations. The Executive Director and Legal Counsel shall serve as nonvoting members of the Committee.

The Marketing Committee shall identify target audiences and create marketing plans for all OWAA programs and products.

The Member Recruitment Committee shall establish and implement plans to recruit members for all classes and categories of membership, review and suggest revisions to OWAA’s Criteria for Membership and coordinate its work with the Member Services Committee.

The Member Services Committee shall communicate regularly with all members about OWAA’s member services and benefits, evaluate the services and benefits offered, coordinate its work with the Member Recruitment Committee and make recommendations to the Board about membership matters.

The National Affairs and Environment Committee shall keep the Board and membership informed of national environmental issues that affect the interests of members.

The Officer Nominating Committee, comprised of the Directors in the second year of their terms on the Board, one of whom shall be designated by the President as chair, shall make nominations for the offices of Second Vice President, Secretary and Treasurer in accordance with these bylaws and any Board-approved procedures.

The Past Presidents Council, chaired by the immediate past President and comprised of all past Presidents of OWAA, shall act as an advisory council to the Board.

The Sections Committee, comprised of the leader of each Section and chaired by a member of the Board appointed by the President, shall address interests of the Sections, coordinate Section submissions to Outdoors Unlimited® and coordinate Section suggestions for and activities at the annual conference.

The Strategic Planning Committee, which shall conduct such planning as necessary to keep OWAA focused on accomplishing mid- and long-range goals, and keep OWAA’s strategic plan updated.

9.3 The President may appoint additional committees for any advisory purpose to serve during his or her term as President.

Article X — Sections

The Board may establish a Section of OWAA by majority vote after receiving a petition signed by at least 25 OWAA members having like professional interests. The Board may adopt policies for the operation and termination of Sections.

Article XI — Outdoors Unlimited®

Outdoors Unlimited®, the official publication of OWAA, shall be published under the direction of the Executive Director.

Article XII — Indemnification of Officers and Directors

Each Director, Officer and Counsel of OWAA and his or her personal representatives shall be indemnified by OWAA against liabilities, expenses, attorneys’ fees and costs incurred in connection with or arising out of performance of duties or status as such Director, Officer or Counsel, except liabilities, expenses, fees and costs arising from or incurred as a result of negligence or misconduct in performing his or her respective duties. Such indemnification shall include amounts paid by way of compromise settlement if the Board approves the terms of the settlement. In determining whether liabilities, expenses, fees or costs arise from or are incurred as a result of negligence or misconduct by the Director, Officer or Counsel, the Board may rely conclusively upon an opinion of independent legal counsel retained for the purpose of rendering such an opinion.

Article XIII — OWAA Endowment Trust

13.1 All of OWAA’s endowment funds shall be administered as stated in this Article. No portion of this Article may be amended except by the affirmative vote of at least 75 percent of the member votes cast on any proposed amendment, notwithstanding the provisions of Article XVIII.

13.2 All funds coming to OWAA designated by the donor as endowment funds, all funds designated by the Board as endowment funds and all funds previously held in the Bodie McDowell Restricted Scholarship Fund, the Restricted Endowment Fund and the John Madson Restricted Fellowship Fund shall comprise the funds governed by this Article.

13.3 Sole responsibility for administration, management, investment and payment of OWAA endowment funds shall be vested in the Endowment Trustees. The Trustees shall establish annually an investment strategy for each of the funds they manage and report the strategies to the OWAA Board. There shall be five Trustees, consisting of the OWAA Treasurer, who shall serve as presiding officer and be entitled to vote on all matters coming before the Endowment Trustees, and four persons selected by the OWAA Board, each of whom shall be appointed in a different year for a five-year term. When any vacancy occurs among the Endowment Trustees by reason of death, disability, resignation or failure to attend two consecutive meetings of the Endowment Trustees without being excused, or by reason of the expiration of a term, such vacancy shall be filled for the remainder of the term, or for a new term if the vacancy occurs by reason of expiration of a term, by the OWAA Board. The Executive Director and Legal Counsel shall be nonvoting advisors to the Endowment Trustees.

13.4 The Endowment Trustees shall meet or confer as described in this paragraph at least twice each year. Meetings may be conducted in person or by use of any form of electronic telecommunications equipment, with such meetings to be called by the OWAA Treasurer and notice to all Trustees given at least seven days before each meeting. Participation in a meeting shall constitute waiver of notice. The Trustees may make decisions in such meetings when a quorum, consisting of at least three Trustees, attends in person or electronically. In lieu of a meeting, or between such meetings, the Trustees may make decisions by mail, fax, e-mail or other types of electronic communication, and any matters agreed to in this way by three Trustees shall be the decision of the Trustees. Records shall be kept of all meetings and decisions by the Endowment Trustees and be provided to the OWAA Board.

13.5 The Endowment Trustees may appoint advisory committees for any purpose, and the members of such committees may or may not be Trustees or OWAA members. Neither the Trustees nor any members of advisory committees appointed by them shall receive compensation for their services. The Endowment Trustees shall have the power, whenever they deem it appropriate, to hire or terminate a professional fund manager.

13.6 The Endowment Trustees shall manage the Bodie McDowell Scholarship Fund as a separate fund and before the end of each calendar year shall determine the amount available from the fund for scholarships to be awarded in the following year to students pursuing higher education at accredited colleges and universities, with the recipients to be selected by the OWAA Education Committee. The Endowment Trustees shall have discretion to disburse annually for such scholarships between zero and 5 percent of the fund’s assets and shall pay to the OWAA Operating Fund 10 percent of each such disbursement to cover administrative costs. Otherwise all earnings, appreciation, and donations shall be accumulated.

13.7 The Endowment Trustees shall manage the John Madson Fellowship Fund as a separate fund and before the end of each calendar year shall determine the amount available from the fund for fellowships to be awarded in the following year to OWAA Members and non-members to attend the Goldenrod Writers Workshop, the Wildbranch Workshop in Outdoor, Natural History and Environmental Writing, the OWAA annual conference, or similar workshops or courses, with the recipients selected by a committee of recipients of the OWAA Jade of Chiefs award. No recipient of a fellowship shall receive more than the actual cost of attending the conference, workshop or course. The Endowment Trustees shall have discretion to disburse annually for such fellowships between zero and 5 percent of the fund’s assets and shall pay to the OWAA Operating Fund 10 percent of each such disbursement to cover administrative costs. Otherwise all earnings, appreciation and donations shall be accumulated.

13.8 The Endowment Trustees may establish other restricted funds in their discretion and may decline endowment gifts if the gifts are made upon any condition that the Endowment Trustees determine is inconsistent with the purposes and goals of OWAA. If the Trustees should be unsure whether a gift should be accepted, they may submit the question to the OWAA Board. Any accepted gifts that are made subject to conditions shall be held subject to such conditions. All funds received by the Endowment Trustees shall be subject specifically to the provisions of Articles II (Purposes and Powers), XV (Financial Review) and XVII (Dissolution), in order to make the endowment funds received fully tax-deductible to donors and all endowment income fully tax-exempt.

13.9 The Endowment Trustees shall have discretion to disburse annually to the Operating Fund of OWAA between zero and five percent of the Endowment Trust’s assets that are not specially restricted for limited purposes. Any distributions made by the Endowment Trustees to the OWAA Operating Fund from specially restricted funds such as those for scholarships or fellowships that cannot be distributed to a selected recipient because of loss of eligibility by the recipient or for any other reason shall be returned by the Executive Director to the Endowment Trustees, who shall add returned amounts as principal to the funds from which they were distributed.

Article XIV — Operating Fund

14.1 The Operating Fund shall consist of all OWAA funds not included in the Endowment Trust.

14.2 The Executive Director shall manage the daily operations of the fund, subject to oversight by the Treasurer and the Finance Committee, to include receiving and depositing income into and paying current obligations out of the fund’s assets. The Executive Director shall report the fund’s operations monthly to the Executive Committee, quarterly to the Board and annually to the membership.

14.3 Assets not immediately needed to satisfy current obligations shall be invested by decision of the Finance Committee or by the Executive Director in compliance with the Finance Committee’s current investment guidelines.

Article XV — Financial Review

The Board shall select a Certified Public Accountant to conduct an annual financial review of the books and records of OWAA, including the Operating Fund and the Endowment Trust. A copy of the financial review shall be supplied to each member of the Board. A copy of the financial review also shall be kept at the principal office of OWAA and shall be available for inspection by any member.

Article XVI — Indebtedness

The Board, by a two-thirds vote, may authorize the Officers to incur indebtedness on behalf of OWAA.

 Article XVII — Dissolution

Upon dissolution of OWAA, the Board shall pay or make provision for the payment of all of the liabilities of OWAA and then transfer the assets of OWAA to organizations selected by the Board that are organized and operating exclusively for charitable, educational, religious or scientific purposes and that qualify as tax-exempt organizations under section 501(c)(3) of the U.S. Internal Revenue Code or any corresponding provision of any future U.S. Internal Revenue law. Any assets of OWAA not thus disposed of by action of the Board of Directors shall be disposed of by the court of the county in which the principal place of business of OWAA then is located but only to organizations organized and operated for such purposes and qualifying for such tax-exempt status.

Article XVIII — Amendment

18.1 Changes to these bylaws or to the Declaration of Principles, the OWAA Creed or the OWAA Code of Ethics may be proposed in either of the following ways.

(a) A change may be proposed by a majority vote of the Board provided that written notice of the proposed change is given to all Board members at least 30 days before the Board votes on it. A Board-approved change proposed in this way shall be published in Outdoors Unlimited® and submitted to the membership for vote.

(b) A change may be proposed by the written initiative of 15 percent of the members of OWAA who are entitled to vote. A change proposed in this way shall be submitted in writing to all Board members at least 30 days before a Board meeting. If the Board determines that the proposed change is in legal form, it shall be published in Outdoors Unlimited® and submitted to the membership for vote. The Board may publish its recommendations for or against the change and may offer an alternative change for vote by the members at the same time.

Unless a higher percentage of votes is required elsewhere in these bylaws or by applicable law, a simple majority of votes cast by the members shall be sufficient to approve or reject changes proposed by either of the permitted ways, provided that the number of votes cast is sufficient to constitute a quorum at a membership meeting.

18.2 Proposed changes to the OWAA Criteria for Membership must be submitted to the Board in writing at least 30 days before the Board votes on them. Proposed changes to the Criteria for Membership, if approved by a two-thirds vote of the Board, shall take effect immediately.

Article XIX — Notices

All notices provided for in these bylaws, other than those required to be published in Outdoors Unlimited®, shall be effective when actually received by any form of transmission or, if made by certified mail, return receipt requested, shall be effective upon the date the notice is placed in the U.S. mail receptacle or delivered to the U.S. Postal Service.

Revised May 2016

© Outdoor Writers Association of America