Constitution page 2  

B. OFFICERS 

Section 1. Function As Board Members And On Committees 

Officers of the Guild shall be deemed members of the Board of Directors for the purposes of receipt of notice for and participation in Board meetings, determination of a quorum and voting on all matters presented. Officers also shall be members ex-officio of all committees of the Guild.

Section 2. President 

The President is the chief executive officer of the Guild. The President shall chair all meetings of the Guild and of the Board.

The President shall act as a spokesperson for the Guild; represent the Guild to other organizations; communicate to the membership through the Journal, letters to the membership, or as otherwise appropriate; and shall perform such other duties as the Board determines.

The President may vote at all membership meetings and Board meetings. When a quorum of the Board is reached only by the inclusion of the President, however, or the President is present but does not vote and the result is a tie, then the President must either vote or abstain.

Section 3. Vice-President 

The Vice-President of the Guild shall perform the duties and exercise the powers of the President in the latter's absence, and shall perform such other duties as the Board may from time to time determine.

Section 4. Secretary-Treasurer 

The Secretary-Treasurer shall perform the duties and exercise the powers of the President if both the President and the Vice-President are absent.

The Secretary-Treasurer shall be responsible for establishing a safe place and proper procedures for maintaining the records and minutes of the Guild.

The Secretary-Treasurer shall receive all monies of the Guild on behalf of the members and shall deposit all such monies in the name of the Guild in such depository as shall be approved by the Board and, at the direction of the Board, he/she shall dispose of the funds of the Guild.

The Secretary-Treasurer shall keep true and correct accounts of these funds and shall submit a combined monthly statement showing the status of the accounts and funds to the Board. Not later than sixty (60) days after the close of the Guild's fiscal year, the Secretary-Treasurer shall submit to the Executive Director, for the use and information of the Board, a complete financial statement covering the Guild treasury for the period since the last such statement was prepared and issued. Copies of such statement shall be mailed to each Current member of the Guild not later than ninety (90) days after the close of the Guild's fiscal year. The Secretary-Treasurer also shall prepare whenever requested by the Board a combined financial statement showing in reasonable detail all income and disbursements covering the period since the last such statement was prepared.

The Secretary-Treasurer shall be bonded at the Guild's expense.

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Article VII 


Membership Meetings 

Section 1. Annual Membership Meetings 

a. The Guild's annual membership meeting shall be held for the purpose of considering reports of the affairs of the Guild and for the transaction of other business as may properly be brought before the meeting, including a vote on whether to make a loan or contribution of five hundred dollars ($500.00) or more for a purpose specified in the objects of the Guild.

At the request of any Current member in good standing, the presiding officer shall place an item or items of new business on the agenda, except that if such an item shall require a loan or contribution, such item shall be entered for discussion only. Within a reasonable time after the commencement of the meeting, the presiding officer shall announce the closing of the agenda and the items to be added as new business. If the meeting should adjourn prior to completing its agenda, all unfinished business shall be referred to the Board.

b. The annual meeting shall be held on a date set by the Board of Directors during the month of April. The meeting shall be held in the County of Los Angeles at such time and place as the Board may designate.

c. Notice of each annual meeting shall state the place, date and hour of the meeting and shall be given not less than ten (10) days nor more than thirty (30) days before the date of such meeting to each member entitled to attend.

Section 2. Special Membership Meetings 

a. Special membership meetings shall be held whenever called by the Board or by a written petition signed by at least ten percent (10%) of Current members in good standing. Such petition shall specify the purpose of the special meeting, on each page containing signatures. If the petition is supported by an adequate number of qualifying signatures, the Board shall schedule a special meeting within thirty (30) days after actual receipt of the petition by any officer or the Executive Director. Special meetings shall also be called at the time and place and for the purpose designated in any resolution adopted to that end at any membership meeting.

b. Notice of the date, time and place of special meetings shall be sent to each member entitled to attend at least ten (10) days prior to the date of the meeting. The Board may call a special membership meeting on forty- eight (48) hours’ notice to each member entitled thereto by e-mail, telephone, overnight delivery or by any other means of communication which will give actual notice within a short period of time, solely in the case where (a) such membership meeting is called for the purpose of discussion and taking action on the authorization and/or issuance of a restraining order; or (b) a restraining order has been authorized and/or issued and the membership meet¬ing is being called to discuss and take action on related matters.

Notice of special meetings shall include the purpose(s) of the meeting, as stated by the Board, in the members’ petition or in the members’ resolution, whichever is applicable, and no other business shall be considered.

Section 3. Attendance and Voting at Membership Meetings 

a. Only Current members in good standing shall have the right to vote at Guild membership meetings; except that the Board in its discretion may invite members in one or more of the following categories to attend but not vote at a designated annual or special membership meeting: Associate, Post-Current, Emeritus or Withdrawn. (See Article IV, subpart A, Sections 3.b, 4.b, 5.b and 6.b, and subpart B, Section 2 for provisions regarding attendance at membership meetings).

b. Any Current member in good standing who is absent from a membership meeting may vote by giving a written proxy to any other Current member in good standing who will be present at such meeting. To be valid a proxy shall specify the date of a particular meeting when it is to be voted. Any proxy purporting to authorize its holder to vote at more than one (1) meeting shall be null and void. A Current member in good standing may hold an unlimited number of proxies.

Section 4. Tellers Committee 

At each membership meeting the presiding officer shall announce the appointment of not less than seven (7) Current members in good standing present in person to act as a tellers committee. By majority vote, the tellers committee shall pass upon all ballots cast by mail, online, by proxy or in person at a membership meeting.

Section 5. Quorum for a Membership Meeting 

a. Ten percent (10%) of the Current members in good standing present in person at a duly called meeting shall constitute a quorum, except that mail or online ballots received on a particular issue shall count toward a quorum with respect to, and only to, the following:

(i) Matters required by this Constitution and By-Laws to be acted upon by mail or online ballot in conjunction with a duly called annual or special meeting; or

(ii) Matters determined by the Board to be acted upon by mail or online ballot in conjunction with a duly called annual or special meeting.

Ballots cast by proxy on a particular issue shall not count toward a quorum.

b. If a quorum is not present for a meeting, the presiding officer may adjourn the meeting to a day and hour not more than thirty (30) days later. Notice for a resumed annual or special meeting shall be given in the manner provided in Section 1.c. or 2.b. of this Article, whichever is applicable.

If the notice for the original meeting specified measures to be voted on but no vote was taken because of the failure to obtain a quorum, then the Board may submit to the membership for a mail or online vote without a meeting some or all of such matters. A majority of valid votes cast shall determine the question(s).

Section 6. Conduct of Business 

All actions taken at or in conjunction with membership meetings shall be by a majority of valid votes cast on the question, except as otherwise provided in this Constitution and Bylaws.

Except as otherwise provided in this Constitution and By- Laws, the presiding officer shall conduct each membership meeting in accordance with Robert's Rules of Order (Scott Foreman & Co. 1990 Ed.).

Section 7. Voting by Mail or Online Ballot 

Between annual meetings, the Board may submit matters over which it has authority as described in Article III to the membership by mail or online vote without a meeting. All actions taken by a mail or online vote without a meeting shall be by a majority of valid votes cast on the question.

A mail or online ballot on any of the following matters shall be valid only if conducted in conjunction with a duly called annual or special meeting, at which meeting such measure is considered and voted upon:

a. Any restraining order or other measure directly affecting the interruption or resumption of work or the disposition of material except any order issued pursuant to Article IX, subdivision C, Section 4;

b. Any collective bargaining agreement or code of fair practice affecting a substantial portion of the membership or any amendment, extension, termination or cancellation thereof;

c. Any measure relating expressly to the corporate integrity of the Guild such as a merger or affiliation;

d. Any amendment to this Constitution;

e. Any loan or contribution of five hundred dollars ($500.00) or more provided that it shall not be made for political purposes or any other purpose outside the objects of the Guild as specified in Article II of this Constitution;

f. Any matter relating to or affecting dues, initiation fees, or special assessments levied on the membership; or

g. Any other matter requiring a two-thirds (2/3) majority for passage by the membership.

Whenever a mail or online ballot is held in conjunction with a membership meeting (excluding only Guild elections and matters described in Section 7.a. through g. of this Article), pro and con statements shall be included in the notice of the vote.

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Article VIII 


Dues and Assessments; Finances; Allocation of Dues; and Membership and Finance Committee

A. DUES AND ASSESSMENTS 

Section 1. Initiation Fees 

The Board of Directors shall have the right to impose an initiation fee of Two Thousand Five Hundred Dollars ($2,500) for all applicants for Current membership in the Guild. The Board may, however, establish a lower initiation fee for applicants who work in a designated field provided that the fee is thereafter applied uniformly within that field and it is no less than Five Hundred Dollars ($500.00).

Section 2. Dues Obligations of Current Members 

a. Declaration of Earnings 

Each Current member shall deliver a complete and accurate declaration of earnings to the Guild within thirty (30) days after the Guild sends a declaration form to the member.

b. Dues Rates 

No later than thirty (30) days after the Guild sends a dues bill to a Current member, such member shall pay dues to the Guild to be computed as follows:

(i) Basic dues of Twenty-Five Dollars ($25.00) per quarter; and in addition
(ii) An amount equal to one-and-one-half percent (1.5%) of the member's gross income derived from employment and the sale or option of literary material within the Guild's jurisdiction. This computation shall be made on all such income whether paid directly to the member, or indirectly, for example, through a loanout company as that term is commonly understood in the entertainment industry.

c. Bookkeeping Fee 

A bookkeeping fee of Ten Dollars ($10.00) per quarter shall be charged for each quarter in which a member does not file a declaration of earnings in compliance with Section 2.a. above or does not pay dues in compliance with Section 2.b. above or does not pay a special assessment in compliance with Section 3. below.

Section 3. Special Assessments 

The Board of Directors may levy special assessments upon the Current members of the Guild on approval by a two-thirds (2/3) vote of the Current members in good standing voting at

a. an annual meeting,
b. a special membership meeting called for that purpose, or
c. by a mail ballot conducted in conjunction with an annual or special membership meeting.
 
Section 4. In Arrears Status 

a. A member shall be considered In Arrears who does not pay an initiation fee in compliance with Section 1. above, or who fails to file a complete and accurate declaration of earnings in compliance with Section 2.a. above, or who does not pay dues, a bookkeeping fee or a special assessment in compliance with Sections 2.b., 2.c.; or Section 3. above, respectively.

b. A member who remains In Arrears for four (4) months after being notified of his/her In Arrears status may be suspended or expelled from the Guild by action of the Board.

c. A member shall be reinstated upon the payment of the member's outstanding balance of the initiation fee, dues, bookkeeping fees and/or special assessments, plus any monetary penalty the Board may impose.

Section 5. Waiver of Basic Dues 

Upon written notification to the Guild, a member who is receiving a pension under pension plan provisions negotiated by the Guild or who is fully disabled shall be granted a waiver of the basic dues set forth in Section 2.b.(i) of Article VIII, subpart A.

B. GUILD FINANCES 

Section 1. General 

The Guild's fiscal year shall commence on April 1.

All membership dues, bookkeeping fees and special assessments provided in this Article VIII shall be paid directly to the Guild in care of the Secretary-Treasurer.

Section 2. Authorized Expenditures 

All Guild income shall be used for Guild purposes as set forth in Article II of this Constitution. The Board shall consult the Membership and Finance Committee concerning expenditures other than normal and necessary expenses relating to Guild operations and disbursements of strike benefits from the Strike Fund.

Recommendations of the Membership and Finance Committee are not binding on the Board.

Section 3. Emergency Fund 

Within forty-five (45) days after the end of each fiscal year the Secretary-Treasurer shall subtract the Guild's total expenditures for such year from its gross income. Any resulting surplus shall be set aside for emergency purposes up to a limit of fifteen percent (15%) of the Guild's gross income for the fiscal year just ended. This emergency fund shall be maintained at Three Hundred Fifty Thousand Dollars ($350,000.00) unless the Board votes by a two-thirds (2/3) majority to increase this amount.

If the surplus is insufficient to provide the fifteen percent (l5%) addition to the emergency fund, then the amount of the deficiency shall be added to the emergency fund in the following years.

Withdrawals from the emergency fund shall be authorized by a vote of two-thirds (2/3) of the Board. The membership shall be advised of the amount withdrawn and the reason(s) for the withdrawal.

Section 4. Undeliverable Funds 

a. Each member of the Guild shall keep the Guild informed in writing of the member's current mailing address. Changes in a member's mailing address shall be reported promptly to the Guild. (See Article XIII of this Constitution).

b. Pursuant to the Guild's various agreements, residuals, other deferred compensation and other payments for Guild-represented writers are delivered to the Guild for processing and transmittal to these writers. It is the Guild's practice to mail checks for these sums to writers at the addresses shown on the Guild's records. In many instances the checks are returned by the post office because the writer is unknown at the address indicated or the writer has moved without leaving a forwarding address. The Guild makes all reasonable efforts to locate the writers entitled to these checks, which may require considerable time, expense and effort. In some cases, the writers are never located.

c. If a Guild-represented writer does not claim such a check within seven (7) years after the Guild received the payment for processing, then the amount of the check shall be deemed the Guild's property, and it may be used by the Guild to defray the normal and necessary costs of Guild operations. Such amounts shall be paid to the writers entitled to them upon delivery of a valid written claim to the Guild's Secretary-Treasurer at any time after the seven (7) year period.

d. The Guild shall not be obligated to pay interest on any amounts paid to a writer whose check could not be delivered at the address listed by the writer with the Guild or, in the case of a non-member, provided to the Guild by the company or other payor-entity or person involved.

e. This Section 4. shall apply to residuals, other deferred compensation and other payments received by the Guild for writers prior to the effective date of this amendment and held by it on such date, and all such amounts received by the Guild thereafter.

C. ALLOCATION OF DUES 

Section 1. Dues Paid as a Percentage of Gross Income 

Dues paid as a percentage of gross income in compliance with Section 2.b.(ii) of Article VIII, subpart A. shall be allocated in the following manner:

a. Through September 30, 1992, two-thirds (2/3) of such amounts shall be used for general Guild purposes as described in Section B.2 of this Article VIII. From the remaining one-third (1/3), eighty percent (80%) shall be deposited in the Strike Fund; ten percent (10%) shall be used for Residuals operations (monitoring, policing and collection); and ten percent (10%) shall be for other increased or new Guild services as authorized by Article VIII, subpart B., Section 2.

b. Effective October 1, 1992, all such amounts shall be used for general Guild purposes as described in Section B.2. of this Article VIII.

Section 2. The Strike Fund and Other Funds for the Benefit of Writers 

a. The Strike Fund shall be segregated from all other Guild accounts and maintained in prudent interest-bearing investments. Interest and income derived from these investments shall accrue only to the Strike Fund, subject to Section 2.b. below.

b. Effective October 1, 1992, the Strike Fund shall be maintained at Six Million Dollars ($6,000,000.00) in revenues previously allocated from members' dues paid as a percentage of gross income in compliance with Section 2.b.(ii) of Article VIII, subpart A. Interest and income derived from investments on or after October 1, 1992 shall continue to accrue to the Strike Fund up to a limit each fiscal year equal to the return computed by multiplying the amount in the Strike Fund by a Board-designated cost-of-living index. The excess of such interest and investment income shall be transferred to one or both of the funds established to benefit writers as described below in Section 2.c. of this Article VIII, subpart C.

c. As soon as practicable after October 1, 1992, the Board shall transfer all sums in the Strike Fund as of October 1, 1992 in excess of Six Million Dollars ($6,000,000.00) to the funds described below for the benefit of writers, as follows:

(i) Forty percent (40%) of the transferred amount shall establish a Good and Welfare Fund to assist Guild members experiencing acute financial distress in emergency situations; and
 
(ii) Sixty percent (60%) of the transferred amount shall establish the Year 2000 Fund to meet the challenges and address the issues raised by significant changes in the domestic and international marketplace for writing services; to ensure that Guild-represented writers' future participation in revenues generated by the exploitation of their literary material is better protected and guaranteed (for example, company-by-company audits and other improvements in the collection of residuals); and to enhance the creative, artistic and professional standing of screenwriters.
 
Each fund described in this Section 2.c. shall be segregated from all other Guild accounts and maintained in a prudent manner. Interest income derived from each such fund shall accrue only to that fund. The Board may add other amounts to one or both of these funds, which amounts may include members' dues paid as a percentage of gross income.
In addition, interest and investment income derived from the Strike Fund after October 1, 1992 in excess of the rate of return described above in Section 2.b. of Article VIII, subpart C. shall be transferred to one or both of the funds described in this Section 2.c.

D. MEMBERSHIP AND FINANCE COMMITTEE 

The Membership and Finance Committee shall be composed of the Secretary-Treasurer and four (4) Current members in good standing who shall be appointed annually by the Board at its first regular meeting after the annual membership meeting. The Secretary-Treasurer shall be the chairperson of the Committee.

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Article IX 


Negotiation and Ratification of Collective Bargaining Agreements; Restraining Orders 

A. PREPARATION AND APPROVAL OF DEMANDS 

Section 1. 

All collective bargaining agreements and Codes of Fair Practice providing for nationwide uniform minimum conditions of employment or acquisition of literary or dramatic material shall be negotiated and ratified in the following manner:

a. The negotiating committee for such negotiations will consist of a total of seventeen (17) members. The WGAW Board and WGAE Council shall each appoint delegates and alternates to the negotiating committee in such respective numbers as are proportional to the number of members each Guild represents out of the total number of members eligible to vote on the collective bargaining agreement or Code of Fair Practice under negotiation, provided that each Guild shall have the right to appoint no fewer than four (4) members. At least two (2) members of the Board of Directors shall serve on such committee.

b. The committee shall proceed to draft a set of demands to be submitted for the approval of the Board of Directors and thereafter the pattern of such demands shall be presented to the membership of each Guild. The Board in the area of primary interest shall vote first upon the demands, and then the other Board shall vote. If a majority of the Board of the Guild in the area of primary interest shall disapprove of the demands, they shall be referred back to the negotiating committee for further study, revision and resubmission to the Board as aforesaid. If a majority of the Board in the area of primary interest shall approve and the vote of the Board in the area voting second is contrary to the vote of the area of primary interest by a two-thirds (2/3) vote, the votes of both Boards shall be counted on a cumulative basis to determine the approval or disapproval of the demands. If on such basis the demands are disapproved, they shall be referred back to the negotiating committee for further study, revision and resubmission to the Boards. Following approval by the Boards, the demands shall be submitted to the membership of the Guild in the area of primary interest (i.e., the geographic area where such negotiations are to be principally conducted), which shall vote first, and then the other Guild shall vote. If a majority of the combined voting membership of the Guilds shall disapprove of the demands, they shall be referred back to the negotiating committee for further study, revision and resubmission to the Board and membership as aforesaid.

c. Upon a set of demands being approved pursuant to the above-described procedure, the negotiating committee shall commence to negotiate thereon with the persons, firms or corporations with whom agreement is being sought. Such negotiations shall continue until the committee shall be prepared to recommend either the ratification of terms agreed upon or the cessation of negotiations and the imposition of a restraining order to support its demands. If it shall recommend ratification, such recommendation shall be submitted to and shall be considered by the Boards and memberships in the same manner as is provided for in the next preceding paragraph with respect to the submission of the original demands. If such recommendation is disapproved by a majority of the combined members of the Boards or of the memberships, the reasons for such disapproval shall be conveyed to the negotiating committee for further study and action thereon.

Upon the terms of such agreement or Code being ratified and approved by the Boards and memberships as above provided, the agreement or Code shall be referred to the Guilds for execution in the manner hereinafter provided.

Section 2. 

All collective bargaining agreements and Codes of Fair Practice other than those provided for in Section 1 and Section 3 hereof shall be negotiated in the following manner:

The Board shall appoint eleven (11) members of the negotiating committee. At least one (1) member of the Board shall serve as one (1) of the aforesaid members of such negotiating committee.

In the event of negotiations relating to Staff News Shops, the negotiating committee may consist of five (5) members including the shop steward, one (1) other member of the shop and one (1) member of the Board.

The committee shall proceed to draft a set of demands which shall be submitted for the approval of the Board and thereafter the pattern of such demands shall be presented to the membership. If a majority of the Board or of the membership shall disapprove of the demands in whole or in part, they shall be referred back to the negotiating committee for further study, revision and resubmission to the Board and membership.

Section 3. 

The negotiation of any collective bargaining agreement or Code of Fair Practice relating to the employment of a writer or the acquisition of literary or dramatic material or rights therein for the purpose of producing a motion picture intended primarily for release and distribution to pay television as hereinbefore defined shall be conducted in the following manner:

a. The negotiating committee shall consist of ten (10) representatives chosen by the Board, and a non-voting chairperson designated by the Board from among its own members;

b. The committee shall proceed to draft and submit a set of demands to the Board and to the membership of the Guild for approval, in that order. If either a majority of the Board or the membership shall disapprove of such demands, they shall be referred back to the negotiating committee for further study, revision and resubmission to the Board and the membership.

B. RATIFICATION 

Section 1. 

The ratification of all collective bargaining agreements and Codes of Fair Practice referred to in Section 1. of subdivision A. hereof shall follow the procedure therein provided for.

Section 2. 

All collective bargaining agreements and Codes of Fair Practice covered by Section 2. and Section 3. of subdivision A. hereof shall be ratified in the following manner:

The negotiating committee referred to in Sections 2. and 3. of subdivision A. shall negotiate with the persons, firms or corporations with whom agreement is being sought until terms are agreed upon, the ratification of which the committee is prepared to recommend or until the committee desires to recommend the cessation of negotiations and the imposition of a restraining order to support its demands. If it shall recommend ratification, such recommendation shall be submitted to the Board and the membership in that order. If a majority of the Board or the membership shall disapprove of such recommendation, the reasons for such disapproval shall be conveyed to the negotiating committee which shall thereupon resume negotiations until such objections have been resolved or an impasse in negotiations has been reached. Notwithstanding anything herein contained to the contrary, in the event of negotiations relating to Staff News Shops, the ratification of the terms of any collective bargaining agreement relating thereto shall be voted upon only by writers who are entitled to Current status on the basis of employment in the fields relating to the staff contracts.

Upon the terms of such agreement or Code being ratified and approved by the Board and membership as above provided, the agreement or Code shall be executed by the Guild and Writers Guild of America, East, Inc., as provided for in Article XIV hereof.

C. RESTRAINING ORDERS 

Section 1. 

Restraining orders with respect to collective bargaining agreements and Codes covered by Section 1. of subdivision A. hereof shall be issued in the following manner:

If pursuant to the procedures provided for in subsection c. of said Section 1. of subdivision A., the negotiating committee shall recommend the imposition of a restraining order and such recommendation shall be adopted by a majority of the combined members of the Boards, the Boards shall, after approval by the memberships in the manner hereafter provided, issue orders directing all members of their respective Guilds to cease rendering services to and to refrain from contracting for the sale or licensing of their literary or dramatic material to any of the persons, firms or corporations named in such orders.

The Executive Director of each Guild shall immediately thereafter proceed to ballot at a meeting, or by mail or online ballot issued in connection with such meeting, as authorized by Section 7. of Article VII, the voting membership of the Guild whose Board recommended the issuance of the restraining order, to determine whether such action meets with the approval of such members. The area of primary interest shall cast its ballots first and then the other area shall vote. If a majority of the combined voting membership approves the proposed action the restraining orders shall be issued. Such restraining orders shall continue until withdrawn by action of a majority of the combined members of the Boards sitting in concurrent session.

Section 2. 

Restraining orders with respect to collective bargaining agreements and Codes covered by Section 2. of subdivision A. hereof shall be issued in the following manner:

a. The negotiating committee shall inform the Board when an impasse in negotiations has been reached. The Board, after approval by the membership in the manner hereafter provided, shall issue an order directing all members of the Guild to cease rendering services to and refrain from contracting for the sale or licensing of their literary or dramatic material to any of the persons, firms or corporations named in such directive. Notwithstanding anything herein contained to the contrary, the voting membership for the purposes of this paragraph, in connection with so-called radio or television Staff News Shops negotiations, shall be deemed to include only those members who are then employed in said Staff Shops.

The Executive Director of the Guild shall immediately notify the Writers Guild of America, East, Inc., of such proposed action and shall also proceed to ballot at a meeting, or by a mail or online ballot issued in connection with such meeting, as authorized by Section 7. of Article VII, the voting membership to determine whether such action meets with the approval of the membership. If such membership approves the proposed action, the restraining order shall be issued and continue until withdrawn by action of the Board.

b. If the Board's recommendation is not adopted, the reasons therefor shall be conveyed to the negotiating committee for further study and action thereon.

Section 3. 

Restraining orders with respect to collective bargaining agreements and Codes covered by Section 3. of subdivision A. hereof shall be issued in the following manner:

a. The negotiating committee shall inform the Board when an impasse in negotiations has been reached. The Board may then either give further instructions to the committee or, after approval by the Guild membership in the manner hereafter provided, issue an order directing all members of the Guild to cease rendering services to and to refrain from contracting for the sale or licensing of their literary or dramatic material to each person, firm or corporation mentioned in such directive.

b. The Executive Director of the Guild shall immediately notify the Writers Guild of America, East, Inc., of such proposed action and shall also proceed to ballot at a meeting, or by a mail or online ballot issued in connection with such meeting, as authorized by Section 7. of Article VII, the voting membership of the Guild as to whether they are in favor of the proposed restraining order. If the membership approves such order, it shall be issued and remain in effect until withdrawn by the Board.

Section 4. 

Notwithstanding anything hereinbefore contained to the contrary, the Board may, upon reasonable notice to the person, firm or corporation so charged and after giving such party a hearing at which such party shall have been given a fair opportunity to be heard, determine that any such party having or seeking to have professional relations with a member of the Guild is irresponsible financially or otherwise and has perpetrated a fraud, has deliberately violated professional or commercial obligations or has conducted himself/herself unfairly in any such transaction, or that by reason of his/her previous conduct it is reasonable to believe that members undertaking professional relations with him/her will probably suffer financial or professional injury, or that such party refuses to bargain collectively with the Guild.

After any such determination, and provided there is no contract in existence between the Guild and such party that prohibits such action, the Board shall thereupon have the right (subject to such terms and conditions as in the Board's discretion shall be deemed advisable) to instruct the membership not to enter into any contractual commitments with such person, firm or corporation for the rendition of their services as writers or for the sale or licensing of their literary or dramatic material or rights therein until further notice from the Board.

The Board may withdraw such order on such terms and conditions as in the Board's discretion shall be deemed necessary to protect the interests of all writers in their dealings with such party.

Nothing herein contained shall require the holding of a hearing (as referred to in the first paragraph of this Section 4.) unless the party so charged chooses to have one.

Section 5. 

If a restraining order shall be issued by the Board of either Guild with respect to the negotiation of the contracts or Codes of the type referred to in Sections 2. and 3. of subdivision A. of Article IX hereof or after a hearing (if required) conducted in accordance with Section 4. of subdivision C. of said Article, the Board of the other Guild upon being notified of such action shall immediately issue an order to the membership of such Guild directing them to cease rendering services to and to refrain from contracting for the sale or licensing of their literary or dramatic material to any of the persons, firms or corporations mentioned in such order. Such order shall be withdrawn upon the withdrawal or expiration of the original restraining order.

Section 6. Strike Fund Committee 

a. At least eight (8) months prior to the expiration of an industry-wide collective bargaining agreement, the Board of Directors shall establish a Strike Fund Committee of seven (7) members to establish guidelines for disbursement of monies maintained in the Strike Fund in the event of the imposition of a restraining order.

b. The Strike Fund Committee shall solicit member input and establish criteria to be approved by the Board of Directors so as to ensure that Strike Fund benefits, whether loans or grants, shall be given only to a member who faces financial hardship because his/her income is demonstrably affected by the imposition of a restraining order.

c. The criteria established pursuant to subsection b. above shall be announced to the membership two (2) months prior to the expiration of an industrywide collective bargaining agreement.

d. In the event of an industrywide restraining order, monies shall be disbursed by the Strike Fund Committee pursuant to the criteria approved pursuant to the provisions of this section. In the case of other strikes, the monies shall be disbursed in the discretion of the Strike Fund Committee, which shall apply the same criteria where applicable, but in any event only to members who face financial hardship because their income has been demonstrably affected by the imposition of a restraining order.

D. [Deleted] 

E. AMENDMENTS PURSUANT TO THE CONTRACT ADJUSTMENT COMMITTEE OF THE WRITERS GUILD OF AMERICA THEATRICAL AND TELEVISION BASIC AGREEMENT - 1992 EXTENSION 

Section 1. 

If the membership of the Guild ratifies the Writers Guild of America Theatrical and Television Basic Agreement - 1992 Extension ("1992 Extension Agreement"), then the provisions of Sections 2. and 3. hereof shall apply to amendments to the 1992 Extension Agreement contemplated by the Contract Adjustment Committee provisions thereof.

Section 2. 

The Board and Council of Writers Guild of America, East shall devise such procedures as in their discretion they deem reasonable for the formulation of proposals for amendments to the 1992 Extension Agreement so long as a canvas of member opinion is made with regard thereto and the Board and Council appoint a negotiating committee or committees, which may vary in size, composed of Current active members of this Guild and of Writers Guild of America, East in a proportion that shall be no less favorable to Writers Guild of America, East than that contained in Section 1. of this Article IX.A. (15:2), but in no event shall Writers Guild of America, East have less than two (2) Current active members on such committee or committees.

Section 3. 

Upon an amendment or amendments being recommended by the Contract Adjustment Committee, the Board (West) shall vote first and the Council (East) shall vote second. If a majority of the Board shall disapprove of the amendment(s), it shall be referred back to the negotiating committee(s). If a majority of the Board (West) shall approve and the vote of the Council is contrary to the vote of the Board by a two-thirds (2/3) vote, the votes of both Board and Council shall be counted on a cumulative basis to determine the approval or disapproval of the amendment(s). If on such basis the amendment is disapproved, it shall be referred back to the negotiating committee(s). Following approval by the Board and the Council, the amendment shall be submitted to the membership of the Guild West, which shall vote first, and then the Guild East shall vote. If a majority of the combined voting memberships of the Guilds disapproves of the amendment, it shall be referred back to the negotiating committee(s).

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Article X 


Discipline

A. GROUNDS 

Section 1. General 

Any member of the Guild, including those in the status of Current, In Arrears, or Suspended, who shall be found guilty, after a hearing in accordance with procedures in this Article X or adopted by the Board, of crossing a primary picket line of the Guild or of any act or failure to act or any conduct which is prejudicial to the welfare of the Guild or of unfair dealing with another member of the Guild, or with an employer or purchaser or licensee of his/her material, or of failing to observe the Constitution and By-Laws of this Guild, or any work rules or strike rules of the Guild, or any lawful order of the Board, or of failing to abide by the requirements of any collective bargaining agreement or code of fair practice to which the Guild is party, or of engaging in "dual unionism," may be suspended, declared not in good standing, expelled from membership in the Guild, be asked to resign, be censured, fined or otherwise disciplined, or any combination of the foregoing.

Section 2. Dual Unionism Defined 

"Dual unionism" is defined as the holding of membership in, the affiliation with or other activities in support of any group, club, society, labor union or other organization which exercises or claims to exercise duties and functions similar to those exercised by this Guild, or which claims jurisdiction in whole or in part over matters within this Guild's jurisdiction, where such conduct would interfere with the Guild's efforts to function as an institution or with its performance of its legal or contractual obligations.

Section 3. Scab Script Defined; Forms of Discipline 

The writing or submitting of a "scab script" to a producer or employer shall be conclusively deemed conduct prejudicial to the welfare of the Guild. For the purpose of this provision, "scab scripts" are defined to include (complete or partial) without limitation "literary material," stories (including springboards), treatments, teleplays, radio scripts, or screenplays written on order or request of or submitted to a producer, production company, network, individual station, cable TV or cassette company or the like as to which the Guild is on strike at the time of the writing or submission, whether or not the writer is a member of the Guild. For purposes of this provision members of the Guild who during or subsequent to a strike knowingly rewrite a scab script or scripts or render any writing services in connection with a scab script or scripts (including but not by way of limitation, cutting, adjustment or assignment of dialogue or action, polishing, or any other changes) are deemed to be writers of scab scripts.

Writers of scab scripts may, if members of the Guild, be punished by expulsion, by suspension, by a fine, or, by a combination of the foregoing.

Section 4. Pseudonyms 

In relation to strike situations, except as permitted by the Board of Directors upon a showing of good cause, a member shall not use any pseudonym for authorship of literary material or for writing credits which has not been registered with the Guild prior to the rendition of writing services or sale or option of the literary material.

Section 5. False Statement in Membership Application 

A member who is discovered after admission to membership to have sworn to a false statement in his/her affidavit submitted with the membership application shall be subject to discipline, up to and including expulsion.

Section 6. Readmission to Membership 

No suspended or expelled member may be readmitted to membership in the Guild except by action of the Board, which may assess a fine and/or other conditions before readmission.

B. PROCEDURE 

Section 1. Bringing a Charge 

Any Current member of the Guild in good standing or the Board may invoke the provisions of this Article by filing a written charge against any member(s) with the Executive Director not later than one (1) year after the date upon which the alleged offense occurred or one (1) year after the alleged offense reasonably could have been discovered by such Current member or by the Board, whichever date is later. The charge shall specify as succinctly and explicitly as possible the nature of the offense, the date and place of its occurrence, and the applicable section of the Constitution, working rule, strike rule or the like.

Section 2. Charge Initiated by A Member 

The Executive Director shall refer a charge initiated by a Current member in good standing as soon as practicable to the Board for further action.

If the Board shall determine that the charge appears on its face to be without merit, it shall dismiss the charge and the member who filed the charge shall be notified of the dismissal and the reason(s) for the dismissal. The Board also may dismiss a charge for lack of jurisdiction or, for cause may decline to exercise its jurisdiction, and in either case, the Board shall notify the member who filed the charge of the dismissal and the reason(s) for the dismissal. The Board shall respond to a charge by no later than its fifth regular monthly meeting after the charge was referred by the Executive Director, but such response need not be the Board's final disposition of the charge.

Section 3. Convening a Trial Committee 

When the Board refers a member-initiated charge to a hearing or files a written charge with the Executive Director, the Board shall instruct the Executive Director to select five (5) Current members in good standing, none of whom is interested in the proceeding other than as a Guild member, to act as a trial committee. The Executive Director shall do so as soon as practicable after the Board's referral or filing of the charge from a pool of Current members in good standing designated by the Board.

Section 4. Serving the Charge 

After the trial committee has been selected, a copy of the charge shall be served upon the member against whom the charge has been made accompanied by a notice designating the date and place of hearing. The hearing date shall not be earlier than fifteen (15) days after the date of such service. The charge may be served in person or by registered or certified mail or by such alternative forms of service as comport with legal requirements.

Section 5. The Hearing 

The member charged shall have the right to be present at the hearing, and to be represented by counsel and/or up to three (3) Current members in good standing of the Guild. If the Board initiated the charge, the Executive Director shall present to the trial committee the charge and any evidence in support of the charge. If a member initiated the charge, that member or his/her representative shall do so. The member charged shall have the right to introduce evidence, present witnesses and to cross-examine any witnesses who have testified in support of the charge. A record shall be kept of the proceedings but the testimony produced need not be under oath. The committee is not bound by any rules of evidence or procedure applicable in courts of law. The Board of Directors may adopt such rules of procedure for trial committee proceedings as it finds necessary, desirable or proper.

Section 6. Trial Committee's Report 

The trial committee shall prepare a written summary of the proceedings and report of its findings signed by its chairperson, with a recommendation as to what form of discipline, if any, should be imposed. If any findings or recommendations are not unanimous, one or more trial committee members may attach a minority report.

Section 7. Board Action 

The Board shall receive a trial committee's report and recommendations no later then ten (10) days before the Board meeting at which a Board vote on the report is taken. The absence of a minority report, if any, will not preclude Board action.

The Board may adopt or reject a trial committee's findings and recommendations that a member is guilty of one or more charges. The Board may adopt, but cannot reject, a trial committee's findings that a member is not guilty of one or more charges. After a finding of not guilty that member may not be retried on such charge. The Board may in its discretion increase or decrease discipline to be imposed upon a member found guilty.

Section 8. Appeals 

Any member found guilty by the Board may appeal such disciplinary action to the membership of the Guild at the next membership meeting of the Guild following the Board's action. Notice of the member's appeal shall appear in the written call for the meeting. A majority vote of the Current members of the Guild in good standing voting by secret ballot cast in person at the meeting shall be sufficient to reverse the Board's findings or to reduce or expunge the discipline imposed provided that a quorum was established during the meeting. What may occur if a quorum is not achieved shall be governed by Article VII, Section 5.b. of this Constitution.

Notice of an appeal must be filed in writing with the Executive Director of the Guild within thirty (30) days after the member has received notice from the Guild of the discipline imposed. The member/appellant shall be given at least twenty (20) days advance written notice of the time and place of the meeting. The member may speak in person at the meeting, through a Current member in good standing of the Guild, or through counsel. Pending an appeal, the discipline imposed by the Board shall remain in effect.

Section 9. Board Review after Initial Board Action 

Any disciplinary action imposed by the Board pursuant to this Article X, subpart B.7. may be modified or terminated by a two-thirds (2/3) vote of the Board.

Whether or not there has been membership action on an appeal, a disciplined writer may request Board review of his/her case because of newly discovered material evidence. This request must be in writing and filed with the Executive Director no later than two (2) months after discovery of such material evidence. The Executive Director shall refer the request for review to the Board as soon as practicable.

Section 10. Exhaustion of Remedies 

No member may take any court action to review any disciplinary action taken pursuant to this Article unless and until the member has exhausted all remedies within the Guild.

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Article XI 


Mediation And Arbitration 

A. OBJECT; JURISDICTION OVER SUBJECT MATTER 

To facilitate the amicable and expeditious resolution of disputes involving members engaged in professional transactions, the Board shall establish procedures for the mediation or binding arbitration of such disputes. Disputes subject to these procedures are those concerning the authorship, ownership and/or other interest in unproduced literary material, whether this material is original or adapted from previously exploited source material or source material written outside the Guild's jurisdiction.

Disputes between writers concerning events or circumstances in the Guild's determination of writing credits under the MBA or other collective bargaining agreement are not subject to these Article XI procedures.

There shall be no jurisdiction to initiate a mediation or arbitration proceeding under this Article if the subject matter of a dispute, or a material portion of the subject matter, is at issue in any action or proceeding filed or pending before a local, state or federal court.

B. DISPUTE RESOLUTION PROCEEDINGS 

Section 1. Eligibility to Participate 

Associates: These members shall be eligible to both initiate mediation and arbitration proceedings, and to participate as the responding party.

Current, Post-Current and Emeritus: These members who are in good standing shall be eligible to initiate or to participate as the responding party in mediation and arbitration proceedings. These members who are In Arrears may participate in the proceedings as the responding party only.

Withdrawn: A person in Withdrawn status is not eligible to initiate mediation or arbitration proceedings, but may participate as the responding party. A person in Withdrawn status who agrees to participate shall be required to consent in writing to be bound by the same rules and procedures for mediation or arbitration as members.

Non-Members: If an eligible member seeks to initiate a mediation or arbitration proceeding against a person who is not a member of the Guild, and the non-member consents to participate and to be bound by the same rules and procedures as members, the Board may, on a case-by-case basis, authorize the proceedings to go forward under this Article.

Section 2. Participation 

Participation in mediation or arbitration proceedings under this Article shall be voluntary and shall not be compelled by the Guild or any member. If participants enter into a written agreement to mediate or arbitrate a dispute under this Article, then their agreement may be enforced by a participant, or by the Guild acting on a member's behalf, in any court of competent jurisdiction. In the case of an agreement to arbitrate, the preceding sentence is subject to Section 4.b.(9) below.

Section 3. Mediation 

a. General 

Mediation is the process of negotiating to arrive at a mutually agreed settlement of a dispute assisted by a neutral person or persons. Unlike arbitration, there is no compelled decision imposed by an outside party in mediation. A successful mediation results in a binding written agreement created by the parties themselves. The process of mediation is generally informal, confidential and collaborative.

It is the Guild's policy to encourage members to participate in mediation prior to initiating arbitration procedures under this Article.

The Guild shall provide expedited mediation procedures subject to the mutual consent of the parties.

b. Mediation Procedures 

The Board of Directors shall establish appropriate rules and procedures for the mediation of disputes within the jurisdiction of this Article. These rules and procedures shall be in writing and provided to all members eligible to initiate mediation or arbitration proceedings under Section B.1 of this Article. The Guild shall, as soon as practicable, also provide every proposed participant with the written rules and procedures for mediation and arbitration.

Agreements resulting from successful mediation proceedings shall be in writing and signed by all parties. This agreement shall be a final and binding resolution of the dispute, and shall be enforceable by a party in any court of competent jurisdiction, but not by disciplinary proceedings pursuant to Article X of this Constitution.

Section 4. Arbitration 

a. Procedures For Initiating An Arbitration 

(1) General 

Eligible members may file with the Executive Director, on a form provided by the Guild, an application requesting an arbitration before a Guild tribunal. The application shall state whether the parties had previously submitted their dispute to mediation, the name and affiliation of the mediator, whether the mediation proceeding occurred through the Guild or otherwise, the date and outcome of the mediation.

The application also shall contain a concise and simple statement of the facts upon which the arbitration is sought, and, on a form provided by the Guild, a signed agreement to arbitrate the dispute. (See Section 4.b. below.) If the requirements for jurisdiction under this Article are met on the face of the application, the Executive Director shall refer it as soon as practicable to the Board for review.

The Board of Directors may require that members participate in mediation as a condition to proceeding to arbitration under this Article. The Board has discretion to suspend the initiation of all new arbitration proceedings due to financial or administrative burden or other good cause.

If the member initiating the arbitration is not able to contact one or more responding parties to obtain a signed agreement to arbitrate, the Guild shall make reasonable efforts to do so. If the agreement to arbitrate has been signed by all parties, then the Guild shall serve upon the parties and their designated representatives, if any, a notice of hearing not less than thirty (30) days prior to the date indicated for commencement of the hearing. The notice shall state the date, time and place of the hearing.

(2) Expedited Procedures 

A member with an interest in the outcome of an arbitration proceeding, upon a showing of good cause, may request that the arbitration be expedited. The member making such a request shall state the date when an arbitration decision is needed and why. The Board, or a subcommittee of the Board, may direct that the arbitration proceed on an expedited basis. In reviewing the request for an expedited arbitration, the Board, or its subcommittee, shall take into account the needs of all members involved in the case, including their ability adequately to prepare for the hearing on shortened notice.

b. The Agreement to Arbitrate 

To initiate an arbitration a member must agree in writing to an arbitration procedure, and file an application on a form provided by the Guild. For an arbitration to proceed, all parties must sign an agreement to arbitrate on a form provided by the Guild. All other procedural and jurisdictional requirements of this Article also must have been satisfied. The Board of Directors may first require mediation. [See Section 4.a., subparagraphs (1) and (2) above, for a more detailed description of procedures.]

The agreement to arbitrate shall include:

(1) The parties' statement of whether they had submitted their dispute to mediation, whether the mediation proceeding occurred through the Guild or otherwise, the name and affiliation of the mediator, and the date and outcome of the mediation;

(2) The parties' consent to an irrevocable waiver of their right to be represented by outside counsel at the hearing, with the understanding that each party may be represented in the proceeding by any Current member in good standing;

(3) The name of each party's designated representative, if any, and telephone number;

(4) The parties' consent to a simultaneous exchange of written statements of their respective positions concerning the dispute, including a description of the remedies sought, twenty (20) days prior to commencement of the arbitration hearing;

(5) The parties' consent to an irrevocable waiver of the right to subpoena documents and/or witnesses for the hearing;

(6) The parties' consent to comply with requests of the arbitration tribunal to produce documents in their possession or control for consideration as evidence in the hearing, or to produce any witnesses who are available and willing to testify in the hearing;

(7) The parties' consent that the arbitration award is to be final and binding on them;

(8) If the dispute involves a pending option or sale of literary material or disposition of the proceeds from the option or sale of literary material, the parties' consent to execute option or acquisition agreements, quitclaims and any other documents necessary to effectuate the transaction(s), if so instructed by the arbitration tribunal in its award;

(9) The parties' statement that they may mutually agree in writing to rescind or cancel their agreement to arbitrate at any stage of the process prior to issuance of the arbitration award; but in the absence of such a mutual agreement, the parties are bound to continue with the arbitration and be bound by the decision of the tribunal. (See Section 5. below);

(10) The Guild's list of Current members in good standing who have agreed to volunteer their time to represent parties in arbitration proceedings under this Article;

(11) The Guild's list of the pool of Current members in good standing, as designated by the Board, eligible and willing to serve as members of arbitration tribunals under this Article. No member with an interest in the dispute shall be eligible to serve on the tribunal. [Note: A separate copy of this list will be provided to each party with the agreement to arbitrate. A party may exercise, on a confidential basis, a reasonable number of challenges to potential arbitrators. Parties are not required to provide any reason for exercising a challenge.];

(12) The Guild's statement that the arbitration proceedings are to be governed by California law; and

(13) The Guild's description of the limited grounds for appealing an arbitration award under California law.

c. The Arbitration Tribunal 

The Executive Director shall select three (3) Current members in good standing, none of whom has an interest in the proceeding other than as a Guild member, to act as a neutral arbitration tribunal. Members of the tribunal shall be selected from a pool of Current members in good standing designated by the Board for this purpose. The tribunal shall be selected as soon as practicable after the Executive Director's receipt of an agreement to arbitrate which meets the requirements of Section 4.b. The names of tribunal members shall be included in the Guild's notice of hearing.

d. The Arbitration Hearing 

The hearing shall be conducted informally with every reasonable opportunity being given to the parties to present facts and argument.

The Executive Director shall make Guild counsel available to the tribunal for consultation and advice prior to, during and after the hearing.

Arbitration tribunals established under this Article shall not have the authority to issue subpoenas requiring the attendance of witnesses or the production of documents. The tribunal has sole discretion to request that one or more parties

(1) make witnesses available to give oral testimony in the hearing, and/or

(2) produce documents for consideration as exhibits in the hearing.

Section 5. Application of California Law 

Although there are inconsistencies between the preceding Section 4. and California law, the decision and award of the arbitration tribunal shall be deemed to be arbitration proceedings within the meaning of Title IX, Sections 1280 to 1293, or as they may be amended, of the California Code of Civil Procedure and shall be governed thereby. Parties to an arbitration acknowledge and consent to this Section 5. by their signatures on the agreement to arbitrate.

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ARTICLE XII 


Amendments 

Section 1. General 

a. This Constitution and Bylaws may be amended by a vote of two-thirds (2/3) of the Current members in good standing of this Guild and of the Writers Guild of America, East, Inc., voting by mail or online bal¬lot or in person at their respective annual meetings or at concurrent special meetings called for that purpose. Valid proxy votes also may be cast in this amending process except for votes on amendments concerning Article VIII, subpart A, Sections 2. or 3. (“Dues Obligations of Current Members” or “Special Assessments”) or this Section 1.a.

b. With regard to amendments affecting only the Constitution and By-laws of Writers Guild of America, West, voters shall be limited to Current members in good standing of the WGA, West, and only these members need receive notices, ballots or other voting materials concerning such amendments.

Section 2. Proposing Amendments 

a. General 

A proposition to amend this Constitution and By-Laws shall be acted upon if authorized by resolution of the Board or if a petition signed by at least one hundred fifty (150) Current members of the Guild in good standing is presented to the Executive Director.

If the proposed amendment is initiated by petition, the full text or an accurate summary of the proposed amendment and the name(s) of the Guild member(s) sponsoring the petition ("sponsors") shall appear on each page of the petition containing members' signatures. If the text or summary requires more than one page, each member's signature must appear on each page. If a summary is used, persons circulating petitions shall make the full text of proposed amendments available to Guild members upon request. The Executive Director shall present any petition signed by at least one hundred fifty (150) Current members in good standing to the Board at its next regular meeting for further action.

Upon request, the Guild will provide the names of members who signed a petition initiating amendments to any Current member in good standing.

b. First Notice and Meeting 

Within thirty (30) days after the Board initiates a proposed amendment or is presented with a valid peti¬tion for an amendment, it shall send notice of the proposed text(s) and a concise statement of explanation from the originators of the amendment to all Current members in good standing. The notice of Board-initiated amendments shall include a record of the Board’s vote by roll-call on the proposed amendment; the notice of amendments initiated by petition shall include the name(s) of the sponsor(s) of the petition. In both instances, the notice of the proposed text(s) also shall include:

(i) a request for written comments on the proposed amendment(s) from Current members in good standing, which must be submitted to the Board within fourteen (14) days from the date of notice. If an amendment is initiated by petition, the Board shall provide the comments to all sponsors of the petition; and
(ii) notice of the date, hour and place of a meeting to be convened solely for the purpose of members’ debate and discussion of the proposed amendment(s). The meeting shall be held no later than the twenty-first (21st) day after the date of notice.
 

Within fourteen (14) days after this meeting, the Board shall vote to retain or modify the text of a Board-initiated amendment, or to withdraw it from further consideration by the membership.

Within fourteen (14) days after the membership meeting, two-thirds (2/3) or more of the sponsors of an amendment initiated by petition may retain or make non-substantive changes in the text of the proposed amendment, or withdraw it from further consideration by the membership.

c. Second Notice and Meeting 

The Guild shall send the final text of the proposed amendment to the membership. Included in this second notice shall be:

(i) Notice of the date, hour and place of a second meeting, to occur no less than ten (10) days from the date of the notice, and to be convened solely for the purpose of members' debate and discussion of the proposed amendment(s); and
(ii) A request for the pro or con or any other relevant statements described in Sections 3(b) and (c) of this Article.

The notice of Board-initiated amendments shall include a record of the Board’s vote by roll-call on the final text. The notice of amendments initiated by petition shall include the name(s) of the sponsor(s) of the petition.

Section 3. Voting Procedures and Notice of Vote 

Voting on proposed amendments shall take place by mail or online ballot, and at the annual meeting or a special membership meeting called for that purpose. The meeting shall occur no less than twenty-one (21) days after the ballots and all other voting materials are sent to members eligible to vote. In cases of emergency as determined by a two-thirds (2/3) majority of the Board, the meeting shall occur no less than ten (10) business days after the ballots and all other voting materials are sent to members eligible to vote.

In accord with Section 1.a. of this Article, the Board shall send proposed amendments to each Current member in good standing of this Guild, together with the call for the annual or special meeting. The notice and ballots shall be sent within the time limit specified in the respective Constitutions and Bylaws of this Guild and Writers Guild of America, East, Inc.

In accord with Section 1.b. of this Article, the Board shall send proposed amendments to each Current member in good standing of this Guild, together with the call for the annual or special meeting. The notice and ballots shall be sent within the time limit specified in this Constitution.

The notice of vote sent to Current members in good standing shall also include:

(a) the final text of the proposed amendment(s);

(b) pro or con or any other relevant statements relating to the proposed amendment(s) submitted and signed by at least twenty-five (25) Current members in good standing. These statements must be submitted to the Guild in camera-ready form no later than fourteen (14) days after the second meeting described in Section 2. of this Article. The names of those members making the statement(s) shall appear on the statement(s) when sent;

(c) pro or con or any other relevant statements relating to the proposed amendments from Board members and, if so requested by the Board, a statement relating to the amendments from the Executive Director or the Executive Director’s designee. These statements must be submitted to the Guild in camera-ready form no later than fourteen (14) days after the second meeting described in Section 2. of this Article. The names of those Board members making the statement(s) shall appear on the statement(s), and a report of the Board’s final vote by roll-call shall also be included. All statements described in the preceding subparagraphs (b) and (c) shall be made available at the Guild to all persons who have submitted statements, during the week following the deadline for their submission for a period of no less than three (3) days [two (2) of which must be business days]. Board members, spon¬sors of petitions and each group who submitted a pro or con statement may submit rebuttal statements in camera-ready form to the Guild no later than seven (7) days following the deadline for submission of statements. Rebuttal statements, if any, will be included in the notice of vote with the statements to which they refer.

This notice of vote shall be sent within seven (7) days after the deadline for submission of rebuttal state¬ments.

Under no circumstances shall the time required for the amending process be less than ninety (90) days, to be calculated from the Guild’s first notice of proposed amendments to the date of the Guild’s notice of vote.

Notwithstanding the foregoing, if there are no negative comments and no substantive changes are made in a proposed amendment pursuant to Section 2.b. of this Article, the Board may decide not to send notice of and hold the second meeting described in Section 2.c. The Guild shall, however, include in the second notice the final text of the amendments and other materials not specifically related to the meeting, such as the request for pro or con statements.

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Article XIII 


Notices

It is the responsibility of the writer upon admission to any category of membership in this Guild to furnish the Executive Director with an effective means to deliver Guild notices and other communications, including both a mailing address and an e-mail address. Each member shall be responsible to advise the Executive Director promptly in writing of any changes in this information.

The Guild shall deliver all notices to the member by mail, e-mail or personal service as defined by law at the address last given, unless another method of delivery is specified in this Constitution. Notice shall be deemed received on the date of mailing, e-mailing or personal service.

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Article XIV 


Affiliation 

Section 1. Affiliation Agreement 

This Guild shall be affiliated with the Writers Guild of America, East, Inc., (hereinafter to be referred to as “Writers Guild, East” or “WGAE”). The purpose of this affiliation is to set forth a structure for a productive, cooperative, and fair relationship that will allow both Guilds to work together, allocate services and resources, and achieve their shared goals of effectively representing their existing members and organizing new writers. Each Guild is responsible for and has a right to service its own members and to enter into work-sharing agreements with the other Guild. Each Guild acknowledges that both Guilds perform work that benefits members of both Guilds, that certain matters each Guild handles often specifically involve members of both Guilds, and that the contribution of each Guild to the national and international writing community is invaluable. All of the terms and conditions of such affiliation shall be as herein set forth, provided further that such terms and conditions shall be contained in an agreement in writing to be executed by this Guild and the Writers Guild, East.

Section 2. Rights and Obligations 

Each Guild shall, except as otherwise expressly provided in this Article, conduct its affairs in its own name and for its own account, and shall not use or permit the use of the name of the other, except to make known the fact of affiliation. The Guilds shall not use each other’s credit in any manner whatsoever, nor represent or permit others to represent that either is the agent of the other except to the extent permitted hereunder.

Section 3. Membership 

a. Each Guild will exercise jurisdiction over the following geographic areas for purposes of membership (“Membership Jurisdiction”). WGAE exercises Membership Jurisdiction over the United States and its territories east of the Mississippi River, and Canada east of Manitoba Province. WGAW exercises Membership Jurisdiction over the United States and its territories west of the Mississippi River, and Canada from Manitoba Province to the west. Each Guild shall represent all writers in its respective Membership Jurisdiction. Members outside of the United States and Canada may select membership in either Guild.

b. A member who has not previously been a member of either Guild shall be admitted to membership in the Guild in whose Membership Jurisdiction the new member expects in good faith to spend the majority of his or her time.

c. A Current member of either Guild who wishes to transfer his/her membership to the other Guild shall apply to the Executive Director (or designee) of the Guild of which he/she is then a member for a transfer card. Upon receipt of the request, the Executive Director (or designee) shall prepare a card certifying the member's status as a member of the Guild. The Guild receiving the request shall immediately communicate with the other Guild, and the two Guilds shall process the transfer request forthwith.

d. The transfer of a member from one Guild to another shall not relieve the member of liability for dues or fees owed to the transferor Guild. Following any transfer, dues or fees collected by the transferee Guild shall first be transmitted to the transferor Guild to correct any delinquency in dues or fees. The Guilds shall use best efforts to collect back dues from all of its members and shall cooperate with each other in ensuring the collection of delinquent dues and fees owed by transferred members.  

e. Any member who has been transferred pursuant to this section shall relinquish all rights and benefits in the Guild from which he or she transferred, including without limitation voting rights and membership rights, and shall be entitled to all rights and benefits afforded by the other Guild under its Constitution and Bylaws.

Section 4. Information Exchange 

Each Guild shall furnish monthly to the other Guild the names, addresses, and dates of admission of all new members of this Guild and of the status of such members as members of the Guild; such report shall also list changes in the membership status of any members of the Guild which have taken place in the preceding month The Guilds also agree to timely exchange all additional information relevant to each Guild's rights, responsibilities, and respective institutional functions under its Constitution and Bylaws, and any existing or future agreements between the Guilds. Private or proprietary information be kept confidential absent consent of the Guild providing the information.

Section 5. Signatories to Collective Bargaining Agreements and Codes 

Both Guilds shall be signatories to all collective bargaining agreements and Codes whether negotiated individually or jointly pursuant to the provisions of this Constitution and Bylaws, provided that the authority to administer such contracts shall be delegated to the Guild which has in fact negotiated and approved such contract or Code except with respect to contracts or Codes covered by Section 3. of subdivision A. of Article IX and provided further that with respect to contracts and Codes covered by Section l. of subdivision A. of Article IX the authority of the Guilds with respect thereto shall be delegated as follows:

west of the Mississippi River to the Guild; east of the Mississippi River to Writers Guild, East.

Section 6. Common Standards and Procedures for Joint Votes 

The Guilds shall adhere to the following common voting standards and procedures for all jointly-conducted votes, including referenda on nationwide contracts (patterns of demands, restraining orders and ratification), votes on credits manuals, and votes on constitutional amendments (“joint votes”).

a. Eligibility 

To be eligible to vote in a joint vote, a member must be a Current member in good standing under the rules of the Guild to which he or she belongs. In addition, the member must meet one of the following tests:

(1) The member must have declared for dues purposes at least $30,000 in compensation for writing services (excluding residuals) covered by a collective bargaining agreement or Code to which the Guilds are signatory during the six years preceding the joint vote. The amount of compensation under this subparagraph shall be adjusted at the end of the term of each successive Theatrical and Television Basic Agreement, by the percentage increase (not compounded) of the network prime time minimum during the term of the agreement just concluded.

(2) The member must have 15 or more pension years (which need not be consecutive) as a participant in the Pension Plan.

(3) The member must be employed in a staff news shop at the time of the joint vote.

Where the joint vote is a referendum on a nationwide contract, only earnings under the particular contract shall be considered in applying the tests in subparagraphs (1) and (2) above.

b. Same Day Voting 

With respect to any joint vote, the Board and Council will vote on the same day, to be interpreted as within 36 hours. The same requirement will apply to a joint vote of members in accordance with subparagraph (a) above. The Guilds will mutually agree on scheduling of votes. The results of the votes will not be released until both Guilds have tallied their votes, and both Guilds will release their tallies simultaneously.

c. Timing of Nationwide Votes 

The Board and Council will not schedule ratification votes on nationwide contracts to be conducted concurrently with their Guild's election of officers and/or Board or Council members.

d. Common Voting Materials 

All mailings by each Guild related to a joint vote shall contain only common materials. In ballot mailings on ratification of nationwide contracts, the common materials shall include:All mailings by each Guild related to a joint vote shall contain only common materials. In ballot mailings on ratification of nationwide contracts, the common materials shall include:

1) A contract summary in neutral, non-hortatory language. If there is a dispute between the Guilds as to whether the summary is in such language, this dispute will be submitted to expedited arbitration pursuant to Section 7 of this Article.

(2) A statement from the majority of the Negotiating Committee and a statement from the minority of the Negotiating Committee. If the Negotiating Committee has voted unanimously, then there also will be a statement of the opposing position, if any, which may be signed by members of the Board and/or the Council. (2)  A statement from the majority of the Negotiating Committee and a statement from the minority of the Negotiating Committee. If the Negotiating Committee has voted unanimously, then there also will be a statement of the opposing position, if any, which may be signed by members of the Board and/or the Council.

(3) Members' statements submitted to each Guild in accordance with its policy. Voters shall only receive the statements submitted by members of their own Guild.

Each Guild will post all voting materials on a section of its website available to members of both Guilds to maximize the free flow of ideas and opinions among the members of the Guilds prior to a joint vote.

Section 7. Settlement of Disputes 

All disputes between the Guilds shall be resolved in accordance with the following expedited arbitration procedure:

a. Either Guild may file a grievance against the other Guild. The filing Guild must serve the grievance upon the other Guild both by facsimile and overnight delivery to the other Guild at its main office, addressed to the Executive Director.

b. Within ten (10) business days of receipt of the grievance, a Presidents’ Emergency meeting shall be convened, by videoconference or otherwise, attended by the President of each Guild, in an effort to resolve the dispute between the Guilds. Each President may designate an alternate to attend if he or she is unavailable. The Executive Directors of both Guilds may additionally participate at the request of either President.

c. If the Presidents’ Emergency meeting fails to resolve the dispute, the filing Guild may submit the dispute to arbitration within five (5) business days of the President’s Emergency meeting. Within two (2) business days of the demand for arbitration, the Guilds shall select an arbitrator from a panel of five (5) standing arbitrators, to be annually selected by mutual agreement of both Guilds and set forth in a separate written agreement. If the Guilds fail to reach agreement on an arbitrator from the panel of five (5) standing arbitrators, they shall select from the panel by alternately striking names, with the party demanding arbitration striking first. If the Guilds have not agreed to a panel of standing arbitrators, they shall select an arbitrator, in the manner described above, from a list of five (5) labor arbitrators supplied by the American Arbitration Association. The list supplied by the American Arbitration Association shall contain no more than two (2) labor arbitrators based in California and no more than two (2) labor arbitrators based in New York. If either party, upon proper notice, refuses to participate in the selection of the arbitrator, the other Guild may unilaterally select an arbitrator from the five-person panel. The arbitration shall be held within thirty (30) calendar days of the demand for arbitration, or the earliest date thereafter on which the arbitrator is available. The Arbitrator shall use his or her best efforts to issue a decision within five (5) business days of the conclusion of the arbitration hearing.

d. The Arbitrator shall have authority to determine all arbitrability issues, including without limitation timeliness and other procedural defenses, and the question of whether a particular claim presents an arbitrable dispute.

e. The timelines provided for in this expedited arbitration procedure may be extended upon the written consent of both Guilds, or by the Arbitrator upon a showing of good cause. The Arbitrator shall have the authority to order discovery and issue subpoenas.

f. Upon consent of both Guilds, the arbitration may be held at a mutually agreed upon location. If the Guilds cannot agree on the location for the arbitration, the first arbitration conducted pursuant to this expedited arbitration procedure shall be held in Los Angeles and thereafter each subsequent arbitration for which no agreement as to location is reached shall rotate between New York and Los Angeles. Witnesses may testify by videoconference.

g. This expedited arbitration procedure sets forth the default dispute resolution mechanism for all disputes between the Guilds. Notwithstanding the above, the Guilds, through agreement in writing executed by both Guilds and approved by the WGAW Board and WGAE Council, may agree to resolve individual disputes through alternative means.

Section 8. National Officers and Council 

a. The National Council 

There shall be a National Council consisting of five (5) members to be appointed by the Board of the Guild, three (3) of whom shall be officers of the Board and two (2) of whom shall be non-officer members of the Board, and five (5) members to be appointed by the Council of the Writers Guild, East, three (3) of whom shall be officers of the Council and two (2) of whom shall be non-officer members of the Council. The WGAE Council and WGAW Board may each appoint one alternate for each unavailable member of their respective delegation to the National Council.The National Council shall meet twice each year, on the weekend after April 15th of each year in Los Angeles and on the weekend after October 15th of each year in New York. The parties may jointly agree to move the dates of any National Council meeting to accommodate religious holidays or for other good cause. The members of the National Council shall serve at the pleasure of the Board or Council appointing them.

The meeting shall be presided over by the National Chairperson and shall be devoted to a discussion of problems affecting the Guilds both as to policy and administration and any matters affecting the economic and professional welfare of all writers.

The agenda for each such meeting shall be prepared by the Executive Director of the Guild in whose geographic region such meeting is to be held, in collaboration with the National Chairperson, provided that any member of the National Council may request the inclusion of additional matters on the agenda upon the opening of the meeting.

The expenses of members attending such meetings shall be borne by the Guild which they represent.

The delegates shall report upon such meetings to their respective Boards who shall make every effort to comply with or further action recommended at such meetings. In addition, the Executive Director who shall have prepared the agenda for the meeting shall note the action of the National Council with respect to each matter set forth thereon and discussed at the meeting and shall thereafter submit to the Board of each Guild an accurate and concise summary thereof.

The Boards East and West may, by agreement, cancel not more than one (1) such National Council meeting each year but in no event may two (2) successive meetings be cancelled. In the event any meeting is cancelled the next meeting shall take place in the location for which the cancelled meeting was scheduled.

b. National Officers 

(1) Chairperson - At the April meetings of the National Council in alternate years, commencing with the meeting of April 15, 1973, the first order of business shall consist of the election of a National Chairperson.

The first person so elected shall be a Current member in good standing of Writers Guild, East, and thereafter he/she shall be chosen alternately from the Current membership of the Guild and the Writers Guild, East.

The National Chairperson shall hold office for two (2) years and shall have the following responsibilities:

(a) He/she shall preside over all meetings of the National Council and shall supervise the preparation of the agenda for such meetings but he/she shall not be entitled to vote thereat..

(b) He/she shall expend reasonable time and effort in the mediation of all disputes between the Guilds.

(c) He/she shall act as a public relations representative of the Guilds to the extent and in the manner agreed upon from time to time by the Boards jointly.

A National Chairperson may be recalled at a concurrent meeting of the Boards by a two-thirds (2/3) vote of the combined members thereof.

(2) There shall be a Vice-Chairperson who shall be the person then holding the office of President of the Guild in the region from which the National Chairperson was elected, who shall perform the duties and exercise the powers of the National Chairperson in his/her absence or incapacity.

c. Expenses of Officers 

The expenses of the officers of the National Council in rendering their services as such officers shall be borne equally by the Guilds.

Section 9. Policy Statement 

The Guilds agree that neither will issue a public statement expressing its policy concerning a matter affecting the economic or professional interests of the members of both Guilds without prior consultation with the other Guild.

Section 10. Voting Rights of Boards 

If at any time the fixed number of Board members of either Guild, as a result of any amendment to the Constitution and Bylaws of either or both Guilds, shall be less than the fixed number of Board members of the other Guild, the voting rights of the Board which is smaller in number shall be increased so that at all times the combined votes of the members of each body in the case of concurrent meetings thereof shall equal each other.

Section 11. Term of Affiliation 

The affiliation between the Guild and the Writers Guild, East, shall continue until, by mutual agreement, it is dissolved.

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ARTICLE XV 


Voluntary Dissolution 

Section 1. Board Action To Initiate Dissolution 

By a two-thirds (2/3) majority vote, the Board of Directors, in accord with California law, may propose a voluntary dissolution of this Guild. The Board or its appointed committee shall prepare a plan of dissolution to wind up and settle Guild affairs. The plan may include, for example, the distribution of Guild assets, satisfaction of debts and liabilities, and a mechanism for carrying out the Guild's responsibilities to members.

The Board's approval of the plan must be by a two-thirds (2/3) majority vote.

Section 2. Membership Vote 

Final approval of the decision to dissolve the Guild and to adopt a plan of dissolution shall be by the Guild's membership voting in person at a membership meeting held in conjunction with a mail or online ballot. Voting by proxy shall not be permitted.

Approval of the decision to dissolve the Guild must be by two-thirds (2/3) of the valid votes cast by the membership.

Adoption of a plan of dissolution must be by a majority of the valid votes cast by the membership.

Upon the membership's approval of the decision to dissolve the Guild and adoption of a plan of dissolution, the Board shall be deemed to have authorized the filing of a certificate of election to wind up and dissolve, or whatever other certificate or filing is required by California law at the time.

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ARTICLE XVI 


Working Rules 

The Guild may adopt working rules governing the working relationships of members with one another, employers, agents and others with whom writers have professional dealings.

Working rules shall be adopted or modified as follows:

(1) The Board shall propose new working rules or changes in existing rules to the membership for a vote at a membership meeting held in conjunction with a mail ballot. Voting by proxy shall not be permitted.

(2) Adoption or modification of working rules shall be by a majority of the valid votes cast by Current members of this Guild and Writers Guild of America, East, Inc. The vote of the Writers Guild of America, East, Inc., however, shall not be required in connection with any working rule which would be contrary to the law of New York State.

The Board may suspend or declare void any working rule contrary to this Constitution and By-Laws, or if its operation causes a breach of law or of any contract entered into by the Guild.

Violators of any working rule shall be subject to discipline under Article X, subpart A. of this Constitution.

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