Horror Writers Association Bylaws – August 2017
• updated section III.13 June 2023
I Statement of Authority
1
These Bylaws are enacted by vote of the Active Members of the Horror Writers Association
as of 23 March 2010, to take effect immediately. They supersede and hereby replace all
previous Bylaws, Codes, Amended Codes, Regulations, Rules, and Procedures of the
Corporation unless specifically stated otherwise. Any subsequent revision, amendment, or
replacement must include a date of enactment and a statement of authority to be considered
valid.
2
These Bylaws were further amended by votes of the Active and Lifetime Members of the
Horror Writers Association under By Law IX:1 as follows: 15 July 2012, to take effect 1
August 2012; 25 September 2012, to take effect 1 December 2012; 4 November 2012, to take
effect 1 December 2012 (as a result of which the Bylaw relating to Amendments was
renumbered as Bylaw VIII:1); and 23 July 2014, to take effect on 24 July 2014.
II Name and Purpose
1
This Corporation, incorporated in the State of Ohio as the Horror Writers Association, shall
be known as the Horror Writers Association, or HWA.
2
Said Corporation is organized exclusively for charitable and educational purposes, including,
for such purposes, the making of distributions to organizations that qualify as exempt
organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue law).
3
In keeping with the above, said Corporation is also formed:
i
To encourage public interest in Horror and Dark Fantasy literature, and to encourage the
reading of such literature through a wide use of school and public library facilities; to foster
an appreciation of good Horror and Dark literature, both for pleasure and information, thus
broadening the intellectual and cultural horizons of the general public and the members of the
Corporation; to sponsor, edit, and disseminate writings, papers, books, pamphlets, and other
publications which exemplify Horror and Dark Fantasy literature of high quality; to
encourage literacy through the use of horror and dark fantasy literature; to conduct
conferences, public discussion groups, forums, lectures, and seminar programs for the benefit
of members and others, all for no pecuniary gain; and to use other lawful, appropriate, and
genuine means for the attainment of these purposes.
ii
To exercise all other such authority as may be permitted under Chapter 1702, R. C., as from
time to time amended, and the laws of the state of Ohio.
III Membership
1
There shall be five (5) classes of regular membership in HWA: (1) active members, (2)
affiliate members, (3) associate members, (4) academic members; and (5) supporting
members.
2
Writers are defined as those who create original or adapted works of fiction or non-fiction of
Horror or Dark Literature that are published in any of the following forms: books,
periodicals, one-off printed material, stage plays, screenplays, graphic novels, comic books,
computer games and internet-based material. The HWA Board has the right by majority vote
to alter this definition to reflect developments in the marketplace and future technologies for
the delivery of fiction and non-fiction material.
3
Active membership requires one or more of the following, either traditionally published or
self-published (see clause III 3 xix):
i
Three or more separate publications or sales of short works of fiction whose combined total
length equals or exceeds 7,500 words, sold at professional rates and containing one or more
elements of horror or dark literature. Professional rates are defined in this case as five cents
(5¢) or more per word. “Publications or sales” is defined to mean either publication, or the
receipt of payment for future publication; the signing of a contract shall not constitute sale
until the first payment has been received.
ii
Three or more separate publications or sales of articles, reviews, or translations whose
combined total length equals or exceeds 7,500 words, sold at professional rates and
containing one or more elements of horror or dark literature. Professional rates are defined in
this case as five cents (5¢) or more per word. “Publications or sales” is defined to mean either
publication, or the receipt of payment for future publication; the signing of a contract shall
not constitute sale until the first payment has been received.
iii
The publication or sale of at least one book-length work, fiction, non-fiction, or translation,
sold at professional rates and containing one or more elements of horror or dark literature or
study, scholarship, criticism, or commentary thereon. “Book-length” is defined as being in
excess of 40,000 words. Professional rates are defined in this case as payments of at least
$2,000 in the form of any combination of monies from an advance AND/OR royalties of 5%
or more; OR payments of at least $5,000 in the form of any combination of monies from an
advance AND/OR royalties of less than 5%; or payments of at least $2000 for self-published
works, where those payments meet the requirements of clauses III 3 xix and xx. Note: the
payment requirements are per book, and are not cumulative across a number of books. For
works not published as independent volumes, such as magazine serials, qualifying rates shall
be defined as five cents (5¢) or more per word. “Publication or sale” is defined to mean either
publication, or the receipt of payment for future publication; the signing of a contract shall
not constitute sale until the first payment has been received.
iv
The writing of one screenplay for a theatrical film related to the dark fantasy, horror, or
occult genre(s), for which the writer was paid at least $5,000 minimum at the time of sale and
for which the writer received at least partial screenplay credit, or would have received such
credit had the film been released. Or the writing of one stage play related to the dark fantasy,
horror, or occult genre(s), for which the writer was paid at least $2,000 minimum at the time
of the sale and for which the writer received at least partial credit, or would have received
credit had the play been produced.
v
The writing of one television movie related to the horror or dark fantasy genre(s) at least
ninety (90) minutes in length, or two episodic teleplays each at least thirty (30) minutes in
length, intended for broadcast on either a major network, in nationwide syndication, or on a
major cable channel, for which the writer was paid at least the Writers’ Guild minimum
current at the time of sale and for which the writer received at least partial screenplay credit,
or would have received such credit had the teleplay been aired.
vi
The scripting of no less than three full-length comic books (defined as a minimum of 20 story
pages per issue), or that equivalent in self-contained stories, relating to the horror or dark
literature, as “work-for-hire” at a page-rate of no less than $50.00 per page. The same quota
applies to writer/artists, who must be paid no less than $100.00 per page for material they
have written and illustrated. Payment must be received before Active status will be granted
under this provision.
vii
The scripting of a minimum of three creator-owned full-length comic books, relating to
horror or dark literature, with a paid advance and with a nationally-distributed print run of at
least 5,000 copies. The advance for the creator-owned published work must be no less than
$30.00 per page or $700.00 per issue. The same quota applies to writer/artists, who must be
paid no less than $60.00 per page for material they have written and illustrated, or $1,200 per
issue.
viii
The scripting within a one-year period of no less than three self-published or creatorowned full-length comic books (defined as a minimum of 20 story pages per issue), or that
equivalent in self-contained stories, relating to horror or dark literature, with a minimum
print-run of 2,000 nationally-distributed copies per issue.
ix
The writing of three role-playing games, gaming modules, scenarios, sourcebooks, or other
role-playing gaming projects related to horror or dark literature of at least 10,000 words each,
and each paying at least five cents (5¢) per word.
x
The writing of one role-playing game, gaming module, scenario, sourcebook, or other roleplaying gaming project related to horror or dark literature of at least 40,000 words, paying at
least five cents (5¢) per word.
xi
Payment of $2,000 for the scripting of a computer game related to horror or dark literature, or
a single work of interactive fiction intended for electronic media, regardless of length or
memory usage.
xii
The writing of a computer game or a single work of interactive fiction related to horror or
dark literature for electronic media without payment in advance, but with a paid circulation
exceeding 1,000 copies, of which all or part of that payment has been received by the writer –
– i.e., “shareware” with over 1,000 registered copies.
xiii
Ten or more separate publications or sales of individual poems whose combined total length
equal or exceeds 150 lines, sold at professional rates and containing one or more elements of
horror or dark literature. “Professional rates” are defined in this case as no less than 25 cents
(25¢) per line or $5 for each poem, whichever figure is greater. “Publication or sale” is
defined to mean either publication, or the receipt of payment for future publication; a verbal
promise or the signing of an agreement shall not constitute sale until payment has been
received.
xiv
The publication or sale of at least one poetry collection for which a professional-level prize or
honorarium is paid, and containing one or more elements of horror or dark literature. “Poetry
collection” is defined in this case as a bound or saddle-stitched book or booklet of at least 48
pages, excluding cover, title sheets, and end-pages, with a print run of no fewer than 100
copies. “Professional-level prize or honorarium” is defined in this case as no less than $50.
“Publication or sale” is defined to mean either publication, or the receipt of the
aforementioned prize or honorarium; a verbal promise or the signing of an agreement shall
not constitute sale until payment has been received.
xv
An Editor may qualify for Active Status in the following manner. Firstly – editing least one
book-length work of fiction, non-fiction, or translation, sold at professional rates and
containing one or more elements of horror or dark literature or study, scholarship, criticism,
or commentary thereon. “Book-length” is defined as being in excess of 40,000 words.
Professional rates are defined in this case as payments of at least $2,000 in the form of any
combination of monies from an advance AND/OR royalties of 5% or more; OR payments of
at least $5,000 in the form of any combination of monies from an advance AND/OR royalties
of less than 5%. Royalty rates below 1% of the retail price of the volume do not constitute
professional sales. Flat fee payments of at least $2000 qualify. “Publication or sale” is defined
to mean either publication, or the receipt of payment for future publication; the signing of a
contract shall not constitute a sale until the payment has been received. Secondly – if the
person’s full time employment is editing and at least 25% of the person’s responsibilities are
in editing horror publications; and that person has held that full-time employment for a
minimum of six months. Thirdly – if the person has received payment of at least $2000 over
one calendar year for the sole purpose of editing horror publications in book form, periodicals
or on-line.
xvi
A writer may also qualify for Active Status if he/she is paid full-time or part-time (as an
employee or a contractor) to primarily write horror or dark fantasy fiction and/or non-fiction
for a periodical or online site, write a stage play, write a screen play, write a comic book
script, or write a game; where the organization paying the writer retains copyright; and where
that person has held that employment for a minimum of six months. In each case, the writer
must be able to prove to the Membership Committee that payments of at least $2000 for this
work were received from a single organization within that six month period. The critical
points here are that the writer does not retain copyright (that is, they are “working for hire”)
and that they can prove earnings of at least $2000 within a six month period from one
“employer”.
xvii
Recognized academic presses that do not pay advances will be considered acceptable credit
for membership, provided the author can demonstrate proof of earned income within two
years of a book’s release that equals advance amounts as specified in the requirements for
Active membership.
xviii
A writer may qualify for Active status by mixing and matching work from different
categories. However, this is a complex matter requiring review by the Membership
Committee on a case-by-case basis.
xix
Self-published works may be used in qualifying for Active status. Payments so claimed must
be made to the author from an external source such as Amazon, so that they can be verified.
Payments must be received within two years after the work’s original self-publication date.
Payments used for qualification purposes are the earnings received from those outside
sources, NOT the sales revenue earned by that outside source.
xx
All applicants may be asked to provide documentation of their qualifying sales to complete
the application process. Documentation may include proof of payment including, but not
limited to, true and correct copies of royalty, advance or one-off payments from publishers;
sales records received from third party book distributors (e.g. copies of Excel payment
records, copies of web pages showing sales and payment records); payment processor or
shopping cart records for direct book and e-book sales; and/or other sales or financial records
which are custom and practice in the publishing industry. Documentation must be able to
show sales are tied to a specific title.
4
It shall be required that the publication, publisher, or other entity making payment as
described in Section 3 shall be one that pays the same qualifying rate to at least 90% of its
contributors. This is necessary to avoid having members attain Active status through “traded”
or other irregular sales at artificial rates.
5
Since there is no reliable way of determining who contributed what to a collaborative work,
every writer whose name appears as author of any qualifying work shall be permitted to
claim that work as fully his own for the purpose of Active membership, so long as no more
than three names are listed as author. No collaboration listing four or more authors shall be
accepted as a membership credential. Up to three authors may be admitted to Active
membership for the same qualifying work.
6
The HWA has established these minimum standards not only in the interest of maintaining
credible professional standards for Active members, but to discredit by implication those
publishers who attempt to define lower rates as professional. The HWA recognizes that while
the aforementioned rates are professional, many of them are nevertheless quite low, and
neither body wishes to suggest that such payments are, in fact, adequate for any purpose other
than establishing standards for Active membership. The HWA further recognizes that part of
the duty of HWA is to improve the working conditions of the artists who comprise its Active
membership; therefore, it is obligated to establish firm minimums for Active status, for by
failing to do so it would be encouraging to some degree those publishers who unfairly exploit
writers.
7
Writers who have not yet met the criteria for Active membership in HWA, but do meet the
criteria listed below, may join the Corporation as Affiliates. Affiliates shall pay the same dues
as Active members, and shall receive the same publications and services as Active members,
but lack certain rights available to Active members. HWA does not consider the criteria listed
in this section to be acceptable evidence of professional standing. These criteria are meant
only to show the professional intent of a prospective member. Affiliate membership requires
one or more of the following:
i
One or more publications or sales of short or long fiction in excess of 500 words each, sold at
qualifying rates and containing one or more elements of horror or dark literature. Qualifying
rates are defined in this case as $25 or more. “Publications or sales” is defined to mean either
publication, or the receipt of payment for future publication; the signing of a contract shall
not constitute sale until the first payment has been received.
ii
One or more publications or sales of non-fiction, role-playing supplements, comic book
scripts, computer gaming scripts, or theatrical plays in excess of 500 words each, sold at
qualifying rates and containing one or more elements of horror or dark literature or study,
scholarship, criticism, or commentary thereon. Qualifying rates are defined in this case as $50
or more. “Publications or sales” is defined to mean either publication, or the receipt of
payment for future publication; the signing of a contract shall not constitute sale until the first
payment has been received.
iii
The publication or sale of at least one book-length work, fiction, nonfiction, or translation,
sold at qualifying rates and containing one or more elements of horror or dark literature or
study, scholarship, criticism, or commentary thereon. “Book-length” is defined as being in
excess of 40,000 words. Qualifying rates for works published in book form are defined in this
case as the payment of any combination of monies from an advance and/or royalties of at
least $200 – an advance may be against royalties of no less than 1% of the retail price of the
volume, or it may be a flat-rate payment; or payments of at least $200 for self-published
works, where those payments meet the requirements of clauses III 7 vi and ix. Note: the
payment requirements are per book, and are not cumulative across a number of books. For
works not published as independent volumes, such as magazine serials, qualifying rates shall
be defined as one cent (1¢) or more per word. “Publication or sale” is defined to mean either
publication, or the receipt of payment for future publication; the signing of a contract shall
not constitute sale until the first payment has been received.
iv
The sale of one or more screenplays or the sale of one or more options for existing
screenplays written by the applicant and related to the horror or dark fantasy genre(s) for
television or theatrical film at qualifying rates. “Qualifying rates” are defined as $200 or
more. “Sale” is defined to mean the receipt of payment; the signing of a contract shall not
constitute sale until full payment has been received.
v
Three or more separate publications or sales of individual poems of at least 10 lines each,
sold at qualifying rates and containing one or more elements of horror or dark literature.
“Qualifying rates” are defined in this case as a combined total of at least $15. “Publication or
sale” is defined to mean either publication, or the receipt of payment for future publication; a
verbal promise or the signing of an agreement shall not constitute sale until payment has been
received.
vi
Self-published works may be used in qualifying for Affiliate status. Payments so claimed
must be made to the author from an external source such as Amazon, so that they can be
verified. Payments must be received within two years after the work’s original selfpublication date. Payments used for qualification purposes are the earnings received from
those outside sources, NOT the sales revenue earned by that outside source.
vii
It shall be required that the publication, publisher, or other entity making payment as
described in sub-sections i-vi of this clause shall be one that pays the same qualifying rate to
at least 90% of its contributors. This is necessary to avoid having members attain Affiliate
status through “traded” or other irregular sales at artificial rates.
viii
Since there is no reliable way of determining who contributed what to a collaborative work,
every writer whose name appears as author of any qualifying work shall be permitted to
claim that work as fully his own for the purpose of Affiliate membership, so long as no more
than three names are listed as author. No collaboration listing four or more authors shall be
accepted as a membership credential. Up to three authors may be admitted to Affiliate
membership for the same qualifying work.
ix
All applicants may be asked to provide documentation of their qualifying sales to complete
the application process. Documentation may include proof of payment including, but not
limited to, true and correct copies of royalty, advance or one-off payments from publishers;
sales records received from third party book distributors (e.g. copies of Excel payment
records, copies of web pages showing sales and payment records); payment processor or
shopping cart records for direct book and e-book sales; and/or other sales or financial records
which are custom and practice in the publishing industry. Documentation must be able to
show sales are tied to a specific title.
8
Persons working as professionals other than writers in the field of horror or dark literature
(including, but not limited to, editors, illustrators, literary agents, booksellers, institutions
with a legitimate interest in the horror genre, such as high schools, colleges, universities,
libraries, broadcasting organizations, film producers, publishers, or an individual associated
with such an institution) may join the Corporation as Associates. Professionals are defined in
this case as individuals or institutions able to demonstrate earned income from non-writing
activities associated with horror or dark literature. Individual Associates shall pay the same
dues as Active members, and shall receive the same publications and services as Active
members, but lack certain rights available to Active members. Corporations or other business
organizations joining as Associates shall pay dues and receive publications as stipulated in
Article VII, Section 1.2 below.
9
Persons working as Academics and who have an academic interest in the field of horror or
dark literature may join the organization as Academic Members. Academics are defined in
this case as individuals able to demonstrate an academic interest in the genre through
research, teaching, writing or other appropriate activities. Academics shall pay the same dues
as Active members, and shall receive the same publications and services as Active members,
but lack certain rights available to Active members.
10
Any person with an interest in horror or dark literature who does not qualify for Active,
Affiliate, Associate or Academic Membership may join the HWA as a “Supporting Member”.
This specifically includes those who primarily intersect with horror or dark literature as
readers or ‘fans’. This form of Membership is provided to allow such persons to support the
horror and dark literature genre.
i
Supporting Members have full access to the Members Only area of the HWA website, with
the exception of certain areas on the Message Board. The Board may also suspend any
Supporting Members’ access to the Message Board if the member posts inappropriately and
continues to do so after receiving a written warning.
ii
Supporting Members are encouraged to volunteer their services to assist the organisation
through its website, functions, promotions and so on.
iii
Supporting Members may not claim to be “Writer” members of the HWA under any
circumstances. Those who qualify as Associate or Active Members should join those classes
of Membership as soon as possible after qualifying.
iv
Supporting Members may be suspended from Membership or be removed from the
Membership at any time upon a majority vote of the Board. Any activity that may bring the
HWA into disrepute is prima facie sufficient reason for said suspension or termination. Any
member suspended may regain Membership by majority vote of the Board. Any member
terminated may not re-apply for Supporting Membership for a period of 2 years following
said termination.
11
All members of the Corporation are encouraged to submit recommendations for the
preliminary ballot of the Bram Stoker Awards during the course of each year. However,
Affiliates, Associates, Academics, and Supporting Members are not enfranchised to vote on
the preliminary or final ballots of the Bram Stoker Awards, nor may they vote in the election
of the Corporation’s officers and trustees or the amendment of its Bylaws. Affiliates,
Associates, Academics, and Supporting Members shall not be excluded from any business
meeting, social function, or other event that HWA may be responsible for (other than
meetings of the Board that are held in executive session, from which all persons other than
members of the Board and invited attendees are excluded); under no circumstance shall any
gathering of HWA’s membership be open only to Active members.
12
At this time the state of the marketplace is such that any form of requalification of
membership is deemed unfeasible. The Board of the HWA reserves the right to re-evaluate
this position at some future point in order to ensure that the organization maintains a
professional stature and composition. Requalification standards may only be introduced on
the majority vote of all Active Members of the HWA.
13
HWA offers two forms of Dues:
i
Individual Memberships: Individual Memberships: Dues for individual Supporting,
Academic, Affiliate, Associate, and Active members can be found at horror.org/join-nowchoose-the-appropriate-category/. The Board of the HWA, by the vote of two-thirds of the
officers and trustees then in office, may increase these dues for any future calendar year but
must give at least three months notice to the Membership before doing so.
ii
Business Memberships: Business memberships are available only to entities that can show
legally recognized business status and can demonstrate earned income substantial enough to
qualify at the Associate level. Business members receive access to HWA’s private web site
for up to five people, all of whom must be bona fide employees of the business. Mailed
materials are sent to a single address. Business members receive one listing (as “Associate”)
in the Directory. Business membership dues can be found at horror.org/join-now-choose-theappropriate-category/. The Board of the HWA, by a vote of two-thirds of the officers and
trustees then in office, may increase these dues for any future calendar year but must give at
least three months notice to the Membership before doing so.
14
No member, no matter what level of Membership they hold, may use the mailing list for
private purposes, under any circumstances.
15
Any new individual member joining HWA between April 1 and June 30 shall pay 80% of the
dues due for a calendar year. Individual members joining between July 1 and September 30
shall pay 60% of the dues due for a calendar year. And individual members joining between
October 1 and November 30 shall pay 30% of the dues due for a calendar year. Individual
members joining during the month of December shall pay 100% of annual dues, which will
cover their membership through the end of the next calendar year. This applies only to
persons, businesses, and families who have not been members of HWA at any time in the
previous two years.
16
Only Active members in good standing shall be eligible to serve as an Officer or Trustee of
the HWA, to make nominations for such positions, and to vote in elections thereof. “In good
standing” is defined as a Member having paid their Dues covering the period of any
nomination period or election; not having resigned their membership; and not having been
expelled under Article III, section 24.
17
The Board shall appoint a Membership Committee. The President shall designate one of the
Committee as the Chair of the Committee. Members of the Committee will serve until they
resign, are no longer members of the HWA, or are removed by a majority vote of the Board.
The Chair will serve until they resign, another person is appointed by the President, or
another person is appointed by a majority vote of the Board.
18
In the absence of action by other members of the Membership Committee, the Membership
Chair shall act for the Committee. Any member of the Membership Committee may require
that the entire Committee review any action by the Membership Chair, and a majority vote of
that Committee has initial authority in all membership matters. Any member of the HWA
may refer a decision of the Committee to the HWA Board for review, in which case the
Board’s decision will be final and binding.
19
The Membership Committee shall satisfy itself in the case of each member that the
requirements for membership have been met, and shall have discretion to decide whether any
publication or work, and/or proof thereof, is acceptable as qualification for Active
membership in HWA.
20
However, once any member has been admitted to HWA, or any credential accepted as
qualification for Active membership in HWA, that decision shall not be reversed unless there
is clear evidence that the Membership Committee was misinformed of the facts of the case.
21
No change to any membership criteria in these Bylaws shall be applied retroactively to
change the membership status of a member of HWA.
22
In accordance with Article VIII, Section 2, members joining after the last day of February
shall not be eligible to vote in the election of officers in that year.
23
i
Any member may, by notice in writing to the President or the Board Chair, resign from
membership in HWA. It shall be the responsibility of the President or the Board Chair
receiving such a resignation to inform the Administrator and any other relevant person or
Committee.
ii
In the event that a member resigns, his or her name shall be promptly removed from all
mailing lists and other current membership records of the Corporation. No person shall have
authority to refuse a resignation.
iii
In the event of a resignation, no part of the departing member’s dues shall be refunded.
24
The Board may, by a vote of 80% of the officers and trustees then in office, expel any
member for good and sufficient cause. For avoidance of confusion, 80% of the officers and
trustees then in office must vote to expel the member in order for such expulsion to be
effective. In the event of expulsion, the expelled member’s dues, if paid, shall be refunded on
a pro rata basis. An expelled member shall be reinstated if the Board shall receive a petition
for reinstatement signed by a number of Active members equal to no less than two-thirds of
the Active membership as of the date of receipt.
25
Any person not otherwise eligible for Active membership may be elected as an Honorary
member by unanimous vote of the Board. Honorary members shall pay no dues but have no
rights to vote in elections or the Bram Stoker Awards. Any person elected to the Lifetime
Achievement Award shall have the full rights and obligations of Active members.
26
Exemption from Dues. Members may only be exempted from Dues in accordance to subclauses i, ii, or iii of this Clause. Should such members resign or be expelled from the HWA
and then rejoin they will not be exempt from paying dues. Members exempted from dues by
these sub-clauses shall otherwise have the rights and obligations of Active members.
Members may not be exempted from dues for any reason other than those given in this
Section III Clause 25.
i
Recipients of the Bram Stoker Life Achievement Award (see Section XI, Clause 3), and
members who have been exempted from HWA dues for life, as at 30 June 2009 are exempt
from dues for the period of their lifetime. Recipients of the Bram Stoker Life Achievement
Award from 1 July 2009 will automatically be offered exemption from HWA dues for the
period of their lifetime.
ii
Presidents of the HWA who have served at least one term as President will be offered
exemption from HWA dues for as long as they maintain membership of the HWA.
iii
The Board may by unanimous vote waive the payment of dues of any Member for the sole
reason of financial hardship but only where the member has, in the opinion of the Board,
contributed significantly to the HWA and/or the genre. Dues Relief will be for one year only.
Any dues so waived will be deducted from the Hardship Fund.
IV Meetings of Members
1
As far as is practicable, there shall be at least one physical meeting of the membership each
calendar year, at such time and place as the Board, or the President may, from time to time,
determine.
2
Special meetings of the Active and Lifetime members may be called by the President, or, in
the case of the absence, death, or disability of the President, by the Vice-President or by the
Board.
3
Notice of all physical meetings shall be given not less than seven (7) days nor more than sixty
(60) days before the date of such a meeting to each member by email at such member’s last
known email address, and all such notices shall state the time, place, and purpose of the
meeting. Notice of any meeting may be waived in writing, either before or after the holding
of such meeting, by any member. The attendance of any member at any such meeting shall be
deemed to be a waiver by such member of notice of such meeting. Notice need not be made
separately from the regular publications of the Corporation.
4
Each Active and Lifetime member shall be entitled to one vote on each matter properly
submitted to the members for their vote, consent, waiver, release, or other action.
5
The Active and Lifetime members present shall constitute a quorum for the transaction of
business at any annual or special meeting. Any resolution must be carried by a simple
majority of that quorum. If the meeting proposes to change any ByLaw the requirements of
Clause IX: 1 apply.
V Officers
1
The elected officers of this Corporation shall be a President, a Vice-President, a Secretary,
and a Treasurer. The officers, together with the Trustees, shall form the Board of the
Corporation. No person appointed or hired by the Corporation shall have authority over the
elected Officers, Trustees or Board in any matter
2
The elected officers shall hold their respective offices for terms of two years, beginning on
November 1 and ending on October 31. The President and Secretary shall be elected and
take office in even numbered years. The Vice President and Treasurer shall be elected and
take office in odd numbered years. Officers elected prior the enactment of this clause shall
be subject to re-election in compliance with this clause, even where this may reduce the
original term for which they were elected.
3
The duties and powers of the President shall be as follows:
i
The President shall represent the Corporation in dealings with all other organizations and
persons, and may speak for the Corporation on all matters on which the Board has reached a
consensus. The President shall have the authority to sign contracts and to make and carry out
agreements in the Corporation’s name in the course of the Corporation’s normal business, or
in matters subject to his or her discretion, without consultation with any other officer or
authority.
ii
The President shall have the power to appoint committees not otherwise reserved for
appointment by the Board.
iii
The President shall have the power to issue publications, conduct correspondence, call
meetings, hold referenda, and perform such other duties as are incident to the office.
iv
The Board shall have the authority to hire and dismiss staff to be paid out of HWA funds.
The President shall have the authority to appoint unpaid staff from among the membership,
with or without consulting the Board or other officers. Assignment of duties to HWA paid or
unpaid staff shall be made by the President in consultation with the Board. The Board may
engage paid staff members on a contractual basis for not more than three years, and such
contracts shall be binding upon successor administrations
v
The President shall ensure that a reasonable record exists of his or her actions as President.
vi
Should the Board fail to act in any matter in which these Bylaws gives it authority to do so,
or requires it to do so, the President may by written or verbal demand require the Board to act
or, if the Bylaws grant authority but do not require action, to state its refusal to do so. If the
Board shall not act or state such a refusal within thirty days, the President may act in the
Board’s stead.
vii
Should any other officer of HWA fail to perform his or her duties, the President may take
action in that officer’s stead, or may appoint any Active member to fulfill those duties.
viii
If the President has a reasonable belief that any other officer is acting against the interests of
the HWA, the President may, with the consent of a majority of the Board as defined in
Article VI, Section 1, remove that person from office. In the event of such removal there
shall be no recourse during the balance of the term accruing to the officer so removed, but
any person removed from office may still run for re-election to that office, or for election to
another office for which he or she is eligible, or may be appointed to office.
ix
Unless specifically stated otherwise in these Bylaws or in the subsidiary rules attendant upon
Articles XI and XII, the final authority in all matters within HWA shall be the President.
4
The duties of the Vice-President shall be as follows:
i.
The Vice-President shall have the power to perform any duties delegated by the President;
and serves as Chair of the Publications Committee
ii.
Unless otherwise instructed by the President, the Vice-President shall be responsible for
ensuring the production and distribution of the Corporation’s newsletter, which shall be sent
to all members on a regular and timely schedule. The Vice-President may also oversee such
other publications as the Corporation may produce, both within and without his or her duties
as the Chair of the HWA Publications Board as set forth in Article XII, Section 2.
5
The duties of the Secretary shall be as follows:
i
The Secretary, either directly or through appointed voluntary or paid staff, shall ensure that
up-to-date records are maintained, including each member’s classification, each member’s
most recent known email and physical address; and publish the latest Membership Directory
at the Association’s website at least once each month.
ii
The Secretary shall keep the records of the Corporation in such manner that information is
always readily available, shall maintain an adequate filing system, and, upon demand of
properly qualified persons doing business with HWA, shall supply all available information
relevant to the task in comprehensible form. The Secretary may delegate record-keeping to an
Administrator or other staff member appointed by the President or Board. The Secretary will
compile Minutes at least quarterly and submit them to the Board for approval. On approval
the Secretary will cause the Minutes to be published in a manner accessible by the HWA
Membership. In compiling the Minutes the Secretary and the Board will be cognizant of
matters of commercial-in-confidence; and matters of a personal nature relating to individual
members or genre figures; and are therefore authorized to compile a form of Minutes that
takes these matters into account.
iii
The Secretary shall answer correspondence of HWA as directed by the President.
6
The duties of the Treasurer shall be as follows:
i
The Treasurer shall see that dues notices are mailed annually, before the end of the calendar
year prior to that year in which the dues must be paid. The Treasurer shall transmit to the
person appointed to maintain the Membership Database the names of members who have not
paid their dues by March 1 of each year, and notify the Secretary and/or the person appointed
to maintain the Membership Database of new members accepted throughout the year. The
Treasurer shall also transmit to the Secretary and/or the person appointed to maintain the
Membership Database and/or the Board any other information relevant to a membership
matter. The Treasurer may, with the agreement of the President and/or the Board, delegate
any of their tasks to paid or unpaid staff of the Association.
ii
The Treasurer shall collect all fees, annual dues, and subscription monies, and keep an
account of all monies received and expended for the use of the Corporation.
iii
The Treasurer shall make disbursements only on the written order of the President, or by
check or money order countersigned by the President. If the Treasurer believes the President
is acting in violation of these Bylaws, in violation of the law, or against the best interests of
the Corporation in requiring a given disbursement, the Treasurer may request the Board of
Trustees rule upon whether the disbursement shall be made, and shall act according to a
majority vote of the Board.
iv
The Treasurer shall deposit all sums received in a bank or banks, or with the permission of a
majority of the Board in other secure financial institutions or instruments, and shall make a
financial report in June of each year, and at any other time when called upon to do so by the
President. If the Corporation employs the services of a paid accountant, the Treasurer may,
with the President’s consent, substitute the accountant’s report for his or her own. This report
shall be made available to the membership.
7
In addition to those duties and powers described above, the officers of this Corporation shall
have such authority and shall perform such duties as are customarily incident to their
respective offices, and such other and further duties as may from time to time be required of
them by the Board.
VI The Board; and Elections
1
There shall be a Board, consisting of the officers and seven elected trustees. Where these
ByLaws or any regulations of the Corporation state that an action is to be taken by the Board
collectively, or by consent of the Board, the following shall apply. Actions requiring written
consent must be carried by a unanimous vote of all members of the Board then in office
[THIS IS STATE LAW]; unless otherwise specified in these ByLaws, actions that do not
require written consent will be carried by a majority of a quorum of the Board present at a
meeting of the Board. A quorum of the Board shall consist of four members of the Board.
All references to the Board elsewhere in these ByLaws shall mean the Board as defined in
this Clause.
2
i.
An election for the President and Secretary shall be held every even-numbered year; and an
election for the Vice President and Treasurer shall be held every odd-numbered year. An
election for three trustees shall be held every even-numbered year; and an election for four
trustees shall be held every odd-numbered year. Candidates will be determined in accordance
with the process described in Clause VI: 3.
ii.
Only Active or Lifetime members are eligible to be elected as Officers or Trustees.
iii.
The election is to occur by secure electronic means, between 1 August and 30 September,
dates as shall be selected by a majority of the Board.
iv.
In the case of Officers the results of the election shall be determined by a plurality vote of
those Active and Lifetime members who return their ballots according to the deadline
indicated upon the ballots. In the case of Trustees the candidates with the highest number of
votes shall be elected. In the case of a tie between two or more candidates, the President shall
cause the names of the candidates so tied to be again submitted to the voting membership by
ballot, and this process shall be repeated until no tie occurs.
v.
Ballots shall be provided to all Active and Lifetime members. There shall be no minimum
number of votes required for election. Those members eligible to vote shall be all Active and
Lifetime members in good standing two weeks before the ballot is despatched.
vi.
The distribution, collection, and counting of these ballots shall be the supervised by an
Election Committee of three members, appointed by the President and including no present
officers or trustees. The President will appoint two members not on the Election Committee
to serve as manual counters, who will also check any automated software ballot count. Any
anomaly between an automated count and manual counts (or between manual counts) will be
resolved by the Election Committee and the President (excepting in years where there the
Presidential ballot is contested, in which case the Vice President will assist in any said
resolution).
vii.
In the event that there is only one qualified candidate running for a position, a vote of the
membership will not be required for that position and the President shall have the power to
declare that candidate elected.
3
i
The President will appoint an Election Search Committee (comprised of three Active
members), which shall be responsible for locating eligible candidates for Officer and Trustee
positions open for election that year. The Committee must be appointed no later than 15 June
and must report back to the Board no later than 15 July, with the names of candidates who
have agreed to stand for election, along with an Election Statement from each candidate. The
Committee should make a call for candidates from the entire membership, as well making
their own endeavours. They will seek candidates who offer appropriate experience that will
add value to the Association, as well as geographic and gender diversity on the ballot, in so
far as each is possible. While there is no requirement that each position be contested, the
Committee should use its best efforts to attract multiple qualified candidates for each
position. Candidates may only nominate for one vacant position in each election cycle. After
receiving the Committee’s report the Board may add further candidates to the ballot, where
those candidates agree to serve.
ii
No Affiliate, Academic, Associate, or Supporting members may be nominated or serve as
officers or trustees of the Corporation (see also clause VI: 2 ii).
4
Elected officers and trustees shall serve two year terms beginning on November 1 in the year
they are elected. An officer or trustee chosen to fill any vacancy shall hold office for a term
which shall be coincident with the term of the officer or trustee being replaced.
5
Should any trustee leave the Board, through death, disability, resignation, or other cause,
before the completion of his or her term the President shall recommend to the Board a
replacement to serve the balance of that trustee’s term. The Board may approve or
disapprove of this appointment by the vote of a majority of the Board then serving. If the
replacement recommended fails to be approved by the Board any member of the Board may
recommend an alternate replacement trustee and the Board will vote on said replacements
until one person receives such a majority vote.
If the President is called upon to recommend a replacement trustee to the Board, he or she
shall give due consideration to those candidates who ran unsuccessfully in the most recent
trustee election.
6
The Board shall have general charge of the affairs, property, and assets of the Corporation. It
shall be the duty of the Board to carry out the aims and purposes of this Corporation, and to
this end to manage and control all of its property and assets.
7
Newly-elected Officers and Trustees shall take office no later than November 1. During the
month of October these incoming Board shall be considered officers in training, and shall be
given whatever instruction and assigned whatever duties shall be mutually agreed upon by
the incoming Board Members and their predecessors. Outgoing Officers may, if they wish,
the President consents and the newly elected replacement agrees, resign and turn all duties
over to the incoming Officers at any time between October 1 and October 31.
8
Each year, at the first meeting of the Board after October 31, the President shall appoint one
trustee to serve as Chair of the Board. If at any time any officer or member is required to
contact the Board for any reason, contacting the Chair of the Board shall constitute fulfilment
of this requirement. If at any time the Board is required to act on any matter, it shall be the
responsibility of the Chair of the Board to contact the other trustees to obtain the necessary
votes to act. For avoidance of confusion the role of the Chair does not in any way supersede
or override the powers of any officer of the organisation.
9
An annual meeting of the Board for the transaction of such business as may properly come
before the meeting shall be held immediately preceding the annual meeting of the Active
members each year. Special meetings of the Board may be called by either the Chair of the
Board or the President, and shall be called upon the request of any two trustees.
10
The Board of shall be responsible for the appointment of the Grievance Committee.
11
i.
If no Vice-President or Secretary or Treasurer shall be elected or if, being elected, shall
refuse to serve; or if any of those Offices shall become vacant by reason of resignation, death,
disability, or any other reason; the President shall fill the vacancy by appointment.
ii.
If the office of President shall fall vacant the Vice-President shall be appointed President for
the balance of the term. If the Vice President position is vacant or that person refuses to serve
as President, the Board will hold a special election to fill the balance of the President’s term
as soon as is practicable after the vacancy occurs. In that case the Chair of the Board will
become Acting President until a new President is elected.
12
Should the President fail to perform any office or duty required of him or her by these
ByLaws or other rules of the Corporation, the Board may demand that such office or duty be
fulfilled within two weeks, and should the President still have failed, at the end of two weeks,
to have performed said office or duty, then the Board shall have authority to act in the
President’s stead.
13
If the Board believes the President to be acting against the interests of the Corporation, and if
two-thirds of the members of the Board then in office (exclusive of the President) shall vote
for the removal of the President from office, then the President shall be immediately removed
from office, and the Vice President shall serve in his or her stead, as specified in Article VI,
Section 11 ii.
14
The Board may meet in person, or via telephone or by other electronic means permitting the
views of each Board member to be heard or read by the others participating in such meeting.
Votes of the Board may be conducted in person, via telephone, or electronically (including
via email); and said votes do not require a unanimous result unless specifically noted
elsewhere in these ByLaws. Proxy votes of Board Members are specifically authorised by
this Clause. However, proxies must be lodged in writing (including via email or other
electronic means) with the Chair of the Board, indicating which Board Member has the
authority to cast the absent member’s proxy vote.
VII Fiscal Year
1
The fiscal year of the Corporation shall be the twelve-month period ending on the last day of
February.
VIII Amendments
1
These Bylaws may be amended, repealed, or altered in whole or in part by a vote of the
membership, wherein at least one-fourth of the Active membership shall have cast ballots,
and a majority of those voting shall be in favour of the proposed amendment, repeal, or
alteration. Only Active and Lifetime Members may vote.
2
The President or the Board may call for a vote on any proposed amendment or revision of
these Bylaws at any time, but must notify every Active member by mail or by secure
electronic means at his or her last known address no less than seven (7) nor more than sixty
(60) days before any such vote shall occur. Votes may be held by mail or by secure electronic
means, or at any annual meeting or special meeting. If voting is held at a physical meeting,
both mailed and electronic votes on the motion shall be counted, in addition to ballots
completed at the meeting; and the Rules as to the validity and passing of the motion as
described in Clause X (1) shall apply.
3
Any Active member may petition the President to call for a vote on any proposed amendment
or revision of these Bylaws. If any Active member shall present the President with a petition
signed by a minimum of 10% of the Active members then in good standing requesting such a
vote, the President shall hold such a vote within sixty days of receipt of such presentation.
IX Awards
1
The Horror Writers Association shall present annual awards to honor outstanding creative
performance in the field of Horror and Dark Fantasy. These awards shall be known as the
Bram Stoker Awards for Superior Achievement.
2
The recipients of the Bram Stoker Awards for Superior Achievement shall be chosen, and the
Awards presented, in accord with procedures established by the Bram Stoker Award Rules.
The Bram Stoker Award Rules for each year shall be set by the Board no later than 31
December for the subsequent year and publicly advised to all Members no later than 14
January for the year to which they apply.
3
In any year the Board may choose to present Bram Stoker Lifetime Achievement Awards to
any individual. No more than three Lifetime Achievement Awards may be given in any one
calendar year.
X HWA Committees
1
The President and/or the Board may establish committees to assist in the work of the HWA.
These committees shall include the following standing committees: a Grievance Committee,
a Publications Committee, a Bylaws Committee and a Finance Committee. Additional
committees may be established as required. Membership of all committees shall be
communicated to the Membership on a regular basis. Except as otherwise specifically
provided in these Bylaws or by the direction of the Board, all members of the Corporation
shall be eligible to serve on committees.
2
Any monies received through the licensing or sale of HWA licensed publications created are
to be recorded and banked to the Association’s general funds. Arrangements will be put in
place to pay: (1) payment of fees and royalties due to authors; (2) payment of fees and
royalties due to editors; (3) payment of any other approved debts incurred by the HWA
during the publication process.
XI Indemnification
1
The Corporation shall indemnify or agree to indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending, or completed civil, criminal,
administrative, or investigative action, suit, or proceeding, other than an action by or in the
right of the Corporation, by reason of the fact that the person is or was a trustee, officer,
employee, or agent of or a volunteer of the Corporation against expenses, including
attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit, or proceeding, to the maximum
extent permitted by Ohio Code §1702.12(E), as amended from time to time. Such
indemnification shall continue as to a person who has ceased to be a trustee, officer,
employee, member, manager, agent, or volunteer and shall inure to the benefit of the heirs,
executors, and administrators of such a person. In the discretion of the Board, the Corporation
may purchase and maintain insurance, or furnish similar protection, including, but not limited
to, trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was
a trustee, officer, employee, agent, or volunteer of the Corporation against any liability
asserted against the person and incurred by the person in any such capacity, or arising out of
the person’s status as such, whether or not the Corporation would have the power to
indemnify the person against that liability under this Clause.
XII Dissolution
1
This Corporation may only be dissolved by a vote of an absolute majority of the Active and
Lifetime members in good standing. Any such motion must be notified to the membership at
least three months in advance of the ballot opening, and the period the ballot remains open
must be at least one month. To ensure the integrity of such a vote there must be at least five
members appointed by the serving President and/or Board to manually count ballots, made up
of one member of the Board, two Active members who do not serve on the Board, one
Affiliate Member and one member from the Academic, Associate or Supporting class or
membership.
2
In the event of the dissolution of this Corporation, all assets, real and personal, shall be
distributed to such organization or organizations as the Board shall determine that are
qualified as tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, or the
corresponding provisions of a future United States Internal Revenue law or regulation.
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