Fellow writers, teachers, and members of AWP:

Around this time each year, AWP has conducted an election to select new members of the Board of Directors to replace those who will rotate off the board at the annual spring conference.  This academic year, the election of new board members—representatives from the programs of the Midwest, West, and Pacific West—will be conducted at the AWP Conference & Bookfair in Boston.

The Boston ballot will also ask for your approval of a number of changes in AWP governance that are necessary to bring the organization into compliance with the laws of the state of Virginia.  These changes include:

• Amendments to AWP’s articles of incorporation
• Amendments to AWP’s bylaws
• Ratification of all AWP business to date

After working with legal counsel, we have identified these basic issues:

• AWP’s articles of incorporation specify that members of the Board of Directors must be elected at a meeting of the membership. AWP has not done this for a few decades now, because a majority of our members do not attend the conference. Less than 40% of our faculty and voting members attend the conference in a typical year.
• Our bylaws require a quorum of at least 60% of the membership to vote for board members and to approve amendments. Sixty percent of AWP’s membership has not been present at our annual meetings since the 1970s, when a few hundred people comprised our membership.
• Since 1986, when AWP was incorporated in the state of Virginia, the total participation in any election has declined to only 5% of the membership, or less. As the roles of membership grew bigger, the percentage of voters grew smaller. We had hoped the use of electronic ballots would help increase participation, but it has not. For the last election, conducted by email, only 119 ballots were cast from 4,463 eligible voters among our individual members.
• In the 1980s, the board tried to address the issue of low voter participation and the lack of a legal quorum by assigning itself the role of serving as a proxy for those who chose not to vote, but Virginia law does not allow board members to serve as proxies for non-voting membership.

Therefore, AWP must change its article and bylaws to enable AWP to comply with Virginia law in its board business and governance. To accomplish this, the law requires that AWP must follow its original articles of incorporation and conduct at the convention in Boston a vote of the membership that achieves a quorum, and the majority of that quorum must agree to the proposed amendments to the articles of incorporation and the bylaws. All voting members unable to attend the conference will also have the opportunity to vote by casting an electronic ballot.

We must muster a quorum to address our association’s regular lack of a quorum. Perhaps this is the inevitable quandary of having an association of independent thinkers, a corporation of writers and teachers.

The AWP board and staff has worked with legal counsel Nixon Peabody and the consulting firm of Management Consultants for the Arts to create a new system of governance that will serve AWP well while we comply with the legal requirements of AWP’s status as a Virginia nonstock corporation. The new articles of incorporation and bylaws you will be voting on will provide for a self-renewing or self-appointing Board of Directors. This board will continue to include individuals representing the writers and programs of different regions of North America. 

The membership of AWP will continue to have the ability to nominate members to the board and express their preferences for board members through votes that do not require the quorum of a Virginia Nonstock Corporation. The proposed amendments to our articles of incorporation will specify that “The Corporation shall have no ‘members’ as such term is defined in the Virginia Nonstock Corporation Act.” The board and staff will continue to poll the membership regarding their preferences on new board members and on other issues before the board. Our bylaws will have eligibility requirements that ensure seats on the board will be filled by our association’s teachers, writers, and program directors.

The board intends, as always, to honor the will of the majority of the writers and teachers who participate in our association and who care to vote. And we intend to bring AWP’s governance into compliance with Virginia law.

The new articles and bylaws are the only means by which we can resolve the problems inherent in our regular lack of a quorum as defined by Virginia law. Now that the current board knows AWP is out of compliance, we have no choice but to act together.

The board and staff of AWP will soon make an extraordinary effort to conduct this vote and achieve a quorum as defined by our original articles of incorporation.  In the weeks ahead, we will provide the voting membership (faculty of member schools and individual members) a great deal more information. In return, we ask only one thing from you: vote. As writers, we like to regard ourselves as independent spirits, but now we need all of our free spirits to join the majority to make AWP a stronger association.

If you care about AWP and want the organization to continue to thrive, please vote.

Sincerely,
Steve Heller, President
AWP Board of Directors