Board agreed to SE USA. Primary focus on Orlando. Secondary: Savannah, Pensacola.
November primary focus
Bob Doerr suggests: Oct 22-25 or Nov 19-22.
Galen Peterson is now part of the events team
Armed Forces Reunions, Inc https://www.armedforcesreunions.com/
Charley Dey
On Sep 24, 2025, MWSA hosted a Write Your Story Class at the Westin Crown Center Hotel, Kansas City, MO. The class ran from 9:30 AM to 3:30 PM with an hour set aside for lunch. The instructors were Ruth Crocker, Jack London, Jim Tritten, and Bob Doerr. Only 5 students were present, four being MWSA members who had never attended a WYS class before.
An attendance list was taken, and an information sheet about MWSA was provided to all the students. Ruth Crocker presented a class on writing memoirs. Jim Tritten's lesson covered story arc. Jack London covered great openings, and Bob Doerr presented a lesson on point of view and dialogue.
The students appeared to have enjoyed the overall class. All but one completed a class critique form, and all the forms gave all categories the highest rating. I am unaware of any negative feedback. MWSA hosted a pizza lunch in the adjacent food court.
My only negative comment is the lack of attendance by local veterans and family members. We’ll need to get a better jump on this next year.
John Cathcart and Valerie Ormond's presence during the class was appreciated by all.
Overall, other than the lack of attendance, I'd grade this WYS class as a success. The members who attended are now familiar with the class, and if they’re interested, they are better qualified to teach in a future class.
- Bob Doerr
The MWSA board decided at the Sep. 26, 2024 Board Meeting that we needed to have a legal review of our bylaws. We sent out an eBlast earlier this year asking for a volunteer legal reviewer and had no takers. We previously voted that if we did not get a volunteer, we needed to pay for this kind of review. For historical reference, the last legal review we had of our bylaws was by a volunteer member lawyer in 2017.
During this review, we need to get a legal call as to whether our donations ARE, in fact, tax-deductible since we are ramping up our call for donations. Actually, what I said was that the tax-deductibility of any donation is determined by the specific tax situation of the person seeking the deduction, and that determination should be made by each person’s tax attorney. See Tax Deduction Section below.
We need an action officer to take on this task of pricing what this kind of review should cost and locating a firm or qualified individual to conduct this review.
You’re absolutely right to be cautious here. The IRS and state regulators are very particular about how nonprofits describe the tax-deductibility of contributions. The safest approach is to inform, not promise.
Here are some IRS-aligned ways nonprofits typically phrase it:
“The Military Writers Society of America is a 501(c)(3) tax-exempt organization. Contributions are tax-deductible to the extent permitted by law.”
“Your gift may be tax-deductible as allowed by law. Please consult your tax advisor regarding the deductibility of your contribution.”
“MWSA is recognized as a nonprofit organization under Section 501(c)(3) of the Internal Revenue Code. Donations are generally tax-deductible; however, you should consult your tax professional to determine the extent of deductibility in your situation.”
Donor circumstances vary: If a donor doesn’t itemize deductions, or if part of a gift is exchanged for benefits (e.g., meals, books, tickets), not all of it may be deductible.
IRS disclosure requirement: For donations of more than $75 where the donor receives goods/services in return (“quid pro quo”), nonprofits must tell the donor how much is deductible.
Risk reduction: Saying “may be deductible” or “to the extent allowed by law” avoids overpromising and shifts the responsibility to the donor and their tax preparer.
“The Military Writers Society of America (MWSA) is a nonprofit, tax-exempt charitable organization under Section 501(c)(3) of the Internal Revenue Code. Donations to MWSA are tax-deductible to the extent permitted by law. Please retain this receipt and consult your tax advisor regarding your specific tax situation.”
Here’s a structured evaluation of the bylaws you provided for Pennsylvania non-profit compliance and a comparison with standard nonprofit bylaws practices. I’ll break this into three parts:
Pennsylvania regulates nonprofits under the Nonprofit Corporation Law of 1988 (15 Pa. C.S. § 5101 et seq.). Your bylaws largely conform, but a few key areas may need adjustment or clarification:
Name and Purpose (Article I & II): Clearly states nonprofit status, Pennsylvania incorporation, and 501(c)(3) compliance. ✔ Required.
Membership Structure (Article III): Voting and non-voting classes are permitted under PA law (15 Pa.C.S. § 5752). ✔
Board Composition (Article IV): Fixed number of directors (nine voting) is acceptable; law allows flexibility but requires minimum of 3 directors. ✔
Officers (Article IV): President, VP, Treasurer, Secretary – all required roles are present. ✔
Committees (Article V): Allowed under § 5728. ✔
Amendments (Article VII, Sec 2): Allows amendment by Board, which is valid unless Articles of Incorporation specify otherwise. ✔
Dissolution Clause (Article VII, Sec 5): Correct 501(c)(3) language, required by IRS and Pennsylvania AG. ✔
Member Voting Rights (Article III & VII):
You provide for members to elect directors and officers, but Article VII, Section 2 (Amendments) says only the Board can amend bylaws.
Under PA law (§ 5913, § 5504), unless Articles reserve power exclusively to the Board, members also have statutory rights to amend. You should clarify whether members are expressly excluded from amending bylaws.
Notice of Member Meetings (Article III, Sec 7):
You require 30–90 days’ notice. PA law (§ 5702) requires no less than 5 days unless bylaws say more. Your 30–90 is acceptable but restrictive; you may wish to allow more flexibility.
Quorum (Article III, Sec 7 & IV, Sec 4):
For members: 25 members = quorum. PA law defaults to 10% of members entitled to vote (§ 5703) unless bylaws specify otherwise. If you have large membership, 25 might be legally too low. Consider defining quorum as “10% or 25 members, whichever is greater.”
Board Removal of Directors (Article IV, Sec 9):
PA law (§ 5726) allows removal of directors with or without cause by members, and removal by Board only if provided in bylaws. You do allow Board removal “for cause” by 2/3 vote, but should also clarify member power to remove directors, since that is a statutory right unless waived.
Conflict of Interest Policy (Article VI & VII):
You include a Conflict of Interest policy requirement, but PA law (and IRS best practices) generally requires annual disclosure forms. Consider specifying that disclosures must be filed annually and kept in records.
Electronic Meetings / Voting:
You allow telephonic/online meetings but do not specify electronic voting for members or directors. PA law permits it (§ 5708, § 5726), but bylaws should clarify validity of email/online votes.
Indemnification Clause:
Missing. PA law (§ 5741–5749) allows corporations to indemnify directors/officers against liability. Most nonprofits include indemnification language to protect board members.
When compared with standard nonprofit practice (IRS guidance, BoardSource templates, other 501(c)(3) bylaws):
Whistleblower Policy Reference: Many nonprofits adopt this alongside Conflict of Interest and Ethics.
Board Term Limits: You provide 2-year terms but no maximum terms. Many nonprofits limit service to two or three consecutive terms to prevent stagnation.
Indemnification: As noted, strongly recommended for liability protection.
Membership Rights Clarification: Define if members have rights beyond voting for directors/officers (e.g., amendment rights, approval of dissolution). Current draft implies limited role but not fully explicit.
Annual Report Requirement: Standard to require the Treasurer/Board to present an annual financial report to membership.
Non-Discrimination Clause: Many bylaws now include language affirming nondiscrimination in membership and programming (race, religion, gender, etc.).
Electronic Communications Clause: Clarify that notice, ballots, and official communications may be sent electronically (consistent with state law).
Filling Vacancies: You allow Board appointment, but best practice is to specify whether appointees serve the remainder of the term or until the next election (yours says remainder – which is fine).
Here’s a summary of what I recommend adding/clarifying:
Clarify amendment powers:
Specify whether bylaws can be amended only by the Board or if members also have rights.
Suggested language:
“These bylaws may be amended by a two-thirds vote of the Board of Directors, unless the Articles of Incorporation or applicable law require approval by the members.”
Quorum adjustment:
Change member quorum to:
“Ten percent (10%) of voting members or twenty-five (25) members, whichever is greater.”
Removal of Directors:
Add:
“Directors may also be removed by the voting members as provided under Pennsylvania Nonprofit Corporation Law.”
Add Indemnification Clause:
Example:
“The Corporation shall indemnify any person who is or was a director, officer, employee, or agent of the Corporation to the fullest extent permitted by Pennsylvania law.”
Add Non-Discrimination Clause:
Example:
“The Society shall not discriminate on the basis of race, color, religion, sex, sexual orientation, gender identity, age, disability, or national origin in any of its activities or operations.”
Annual Conflict of Interest Disclosure:
Add:
“Each director, officer, and committee member shall annually sign a disclosure statement affirming compliance with the Conflict of Interest policy.”
Whistleblower Protection:
Add:
“No officer, director, or member who in good faith reports suspected misconduct shall suffer retaliation.”
Electronic Voting:
Add:
“Voting by electronic means (including email or secure online platforms) shall be permitted for both members and directors, provided measures are in place to verify identity and intent.”
✅ Bottom Line:
Your bylaws are already strong and IRS-compliant, but to be fully aligned with Pennsylvania NPCL and best nonprofit governance practice, you should (a) clarify amendment/member rights, (b) adjust quorum language, (c) add indemnification, whistleblower, and nondiscrimination clauses, and (d) strengthen your Conflict of Interest and electronic meeting policies.
Hugh has announced that he’s not planning to continue as treasurer past his current term. He’s also noted the costs of QuickBooks (they’re now only offering an annual subscription payment plan (even for the desktop version). These two facts lead to required actions on our part.
Treasurer. Make sure we’re recruiting a new treasurer. Rob Lofthouse has expressed an interest.
Bookkeeping Software. Given the costs for QB — roughly $1000/year — and the limited number of transactions we need to track due to check writing, we MAY want to consider another bookkeeping software or system.
Bank. If Hugh’s leaving, we need to consider changing banks. As we’ll no longer be tied to Hugh’s home address.Maybe we need to consider an online-only bank as a replacement that might work no matter where our treasurer lives.
Hugh discovered we hadn’t filed required annual report with Pennsylvania for many years—potentially threatening our non-profit status. This is a long-standing problem with MWSA management, and we must do better.
Report/Due to/Due by/Position or person in charge
I will create a spreadsheet to track this type of information—likely incorporating this into our portfolio document in this section of the website. Will probably have to wait until I return from vacation (May 2).
On Thursday, April 3, 2025 at 01:10:03 PM EDT, Hugh Simpson <hsimpson@simpsonlaw.org> wrote:
Received a notice from InCorp ( Registered Agent) regarding updating credit card information. Logged in and since 2016 MWSA has been out of compliance with the State of Pennsylvania except in 2022 Joe Epley filed a report.
I jumped in and filed for 2025.
What will become problematic, I believe next year if MWSA does not file a report the organization will be out of compliance which creates a whole new set of circumstances…none good and probably cost $$ to regain “good standing”. I attached a “how to” guide and really easy to do which is essentially updating President, Treasurer, and Secretary.
Probably need to assign this function to a specific “”billet” as people come and go from their leadership roles. I would say assign to “Secretary”.
Did call InCorp to ask why we hadn’t received a notice…their answer “we receive mail as registered agent”. Nothing more nothing less. $129 per year.
See what I saw below.
Entity Name
Due Date
Starts
Ends
Status
Annual Report Due
Military Writers Society of America (158927) [PA-DNPC]
04/30/2016
PAST DUE: Item due 04/30/2016
Annual Report Due
Military Writers Society of America (158927) [PA-DNPC]
04/30/2017
PAST DUE: Item due 04/30/2017
Annual Report Due
Military Writers Society of America (158927) [PA-DNPC]
04/30/2018
PAST DUE: Item due 04/30/2018
Annual Report Due
Military Writers Society of America (158927) [PA-DNPC]
04/30/2019
PAST DUE: Item due 04/30/2019
Annual Report Due
Military Writers Society of America (158927) [PA-DNPC]
04/30/2020
PAST DUE: Item due 04/30/2020
Annual Report Due
Military Writers Society of America (158927) [PA-DNPC]
04/30/2021
PAST DUE: Item due 04/30/2021
Annual Report Due
Military Writers Society of America (158927) [PA-DNPC]
04/30/2023
04/27/2022
04/27/2022
PAST DUE: Item due 04/30/2023
Annual Report Due
Military Writers Society of America (158927) [PA-DNPC]
04/30/2024
PAST DUE: Item due 04/30/2024
Annual Report Due
Military Writers Society of America (158927) [PA-DNPC]
06/30/2025
Item due 06/30/2025
Annual Report Due
Military Writers Society of America (158927) [PA-DNPC]
06/30/2026
Item due 06/30/2026
Need to convert the existing welcome packet to an organizational info packet. Hugh has agreed to suggest changes/additions.
Welcome PDF file created, along with a new landing page:
https://www.mwsadispatches.com/welcome-to-mwsa
It would be nice to have an organizational briefing PDF file that would serve two purposes:
Hand out to new members, welcoming them and providing a brief overview of our mission, programs, benefits, leadership, website, etc.
Same info, but for marketing/introductory purposes. Handouts for ambassadors
I’d recommend one document, stored on our admin page, visible to all on the website, and downloadable.
I can update our Wild Apricot welcome emails with a link to the document.
We should formalize keeping the document updated at least annually and certainly with every new administration.
We agreed to annual deficits of $2000 to as much as $4000-5000 to whittle down the current $48k cash on hand. We further agreed on a target cash cushion of between $10k and $20k. $20k target.
We also agreed to stop segregating funds into separate programs, awards, and operations accounts. While those budget categories will, in effect, be maintained via our budget spreadsheet, we’ll no longer have to transfer funds between accounts to make necessary payments. We’ll also stop keeping the running totals of each account separately. As a result, from now on, the treasurer will report overall cash on hand (not broken down by the three accounts).
Regarding the 2025 conference, we:
Agreed to a new budget line item of “support to conferences” (paid via general funds instead of conference registration fees)
Included under this new line item (total estimated $2699):
Hotel subsidies to board members working during the conference from general funds (estimated at $1500).
$250 for a videographer during the awards banquet
A possible subsidy to conference presenters. We agreed that if we could figure out a practical way of providing a 10% subsidy of registration fees (approx. cost $413), we’d present more accurate numbers and methodology to the board for their consideration and approval.
$500 to cover any excess conference costs not covered/anticipated by the total income from registration fees.
The reimbursement for the hotel and conference fee to the awards director (s) was not included in the new line item because this expense is listed as part of the awards budget (and covered by awards submission fees).
Committee members will scrub existing line items in current budget spreadsheet. Hugh will align QuickBooks with these categories.
Budget Spreadsheet
Agree to spreadsheet format
one for the finance committee and board, another for public/membership
Ways to address deficit spending
Ways to address “robust” cash on hand… i.e., deficit spending!
Create 2025 budget plan and submit for board vote by the 11 Dec meeting.