AMWA Chapter Bylaws
CONSTITUTION AND BYLAWS OF THE SOUTHWEST CHAPTER AMERICAN MEDICAL WRITERS ASSOCIATION CONSTITUTION The Southwest Chapter subscribes to the constitution of the parent organization, the American Medical Writers Association (AMWA), insofar as the principles, objectives, and provisions of the American Medical Writers Association apply to its chapters. BYLAWS ARTICLE I: Name and Territory Section 1. The name of the organization shall be the Southwest Chapter of the American Medical Writers Association. Section 2. The territory of the Chapter shall include Texas, Arkansas, Louisiana, Oklahoma, and New Mexico. ARTICLE II: Objectives and Activities Section 1. The association is organized exclusively for charitable, educational, religious or scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue code of 1986 (or corresponding section of any future federal tax code). Section 2. The objectives of the Chapter shall be to raise the standards of practice and achievements in medical communications by:
Section 3. No substantial part of the activities of the association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office. Section 4. Notwithstanding any other provision of these articles, the association shall not carry on any other activities not permitted to be carried on by an association exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding section of any future Federal tax code). Section 5. No part of the net earnings of the association shall inure to the benefit of, or be distributable to, its members, trustees, directors, officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of section 501(c)(3) purposes. ARTICLE III: Membership Section 1. Any member in good standing in the American Medical Writers Association who lives or works in the territory of the Southwest Chapter shall automatically be a Chapter member. The standing of an individual member in AMWA shall be determined by the records of the AMWA Headquarters. ARTICLE IV: Officers Section 1. The elected officers (and terms of office) shall be as follows: President (1-year term), President-Elect (1-year term), Assistant Program Chairperson (1-year term), Secretary (1-year term), Treasurer (1-year term), and Newsletter Editor (1-year term). Section 2. The President shall serve as chairperson of the Board of Directors and as ex-officio member of all standing committees. The President shall also serve as a delegate to AMWA's National Board of Directors. Section 3. The President-Elect shall assist the President in all of his or her duties and responsibilities and shall become President at the end of the term of the incumbent. The President-Elect shall serve concurrently as Chairperson of the Program Committee. Section 4. The Assistant Program Chairperson shall assist the President-Elect in all of his or her duties and responsibilities as Chairperson of the Program Committee. Section 5. The Secretary shall (1) record minutes of every meeting of the Chapter and the Board of Directors; and (2) inform the Executive Director of AMWA and the editors of AMWA publications of Chapter elections, activities, and meetings. Section 6. The Treasurer shall (1) deposit all monies paid to the Chapter in the Chapter's bank account; (2) pay all bills approved by the Board of Directors or the President; (3) prepare a report for each Board of Directors meeting and the annual business meeting; (4) file an annual report of income and disbursements with a balance sheet of the Chapter's finances at the close of the fiscal year. At the same time, an estimated operating and program budget shall be filed for the ensuing fiscal year, after approval by the Board of Directors. Such statements shall be filed with the Executive Director of AMWA on or before August 1 of each year. Section 7.
ARTICLE V: Chapter Board of Directors Section 1. The Board of Directors shall consist of the elected officers (President, President-Elect, Assistant Program Chairperson, Secretary, Treasurer, Newsletter Editor, and any additional delegates to the national Board of Directors), the Past President, at least four members-at-large selected from the voting members of the Chapter, the chairpersons of all standing committees, the Assistant Newsletter Editor, and additional delegates to the national Board of Directors. Board members-at-large should serve for 2 years. The Board shall be responsible for the Chapter's direction and shall serve as trustees of the Chapter's property. All Board members shall be voting members. Section 2. A quorum of the Board of Directors shall consist of a simple majority, which must include the President or President-Elect or a designated representative. ARTICLE VI: Delegates to National Board of Directors Section 1. The Bylaws of AMWA shall determine the number of delegates and their terms of office. Section 2. If the Southwest Chapter has only one delegate to AMWA's national Board of Directors, the President shall serve as the delegate. If the President cannot attend, the President-Elect shall serve as an alternate. Section 3. If the Chapter meets the membership requirements for additional delegates, the Chapter Board of Directors shall determine how many of those delegates may have their expenses for travel to the spring national Board of Directors meeting paid by the Chapter. Section 4. If the Chapter allocates funds for more than one delegate, the President-Elect shall be the second delegate. Any additional funded delegates shall be nominated by the Nominating Committee for election. If a last-minute alternate is needed to attend a national Board meeting, the President shall appoint a delegate. ARTICLE VII: Committees Section 1. Standing Committees. The president shall appoint chairpersons of the following standing committees within 30 days of the annual election, with the exception of the Nominating Committee, which shall be appointed 90 days before the annual business meeting.
Section 2. Additional Committees. Additional committees, either standing or ad hoc, shall be appointed by the president with the approval of the Board of Directors, in response to specific needs. Examples of Ad Hoc Committees: Education Committee, to plan special educational programs, such as workshops or seminars, for the benefit of members and nonmembers; Bylaws Committee, to advise officers and other committees regarding conformance of Chapter activities to the Bylaws and to recommend amendments to the Bylaws and process any proposed amendments for consideration by the Board and the members; Awards Committee, to arrange for annual awards in medical communication to be conferred by the Chapter; Policy and Planning Committee, to plan long-range programs for the Chapter; Chapter Services Committee, to assist officers and committees with special projects; and Professional Liaison Committee, to coordinate activities of the Chapter with other groups with similar or related interests in professional communication. ARTICLE VIII: Election of Officers, Board Members-At-Large, and Members of AMWA's National Board of Directors Section 1. The Chapter officers (President-Elect, Assistant Program Chairperson, Secretary, Treasurer, and Newsletter Editor) and directors, and sometimes delegates to AMWA's National Board of Directors (see Article VI, Section 4) shall be nominated by a Nominating Committee appointed by the President and chaired by the President-Elect. Section 2. The Nominating Committee shall announce its nominations to the membership in the newsletter published to announce the annual business meeting, which shall be held in the spring. Section 3. Any member of the Chapter may suggest names for prospective officers to the Nominating Committee not later than 60 days before the annual business meeting. Section 4. Members unable to attend the annual business meeting may vote by mail. A voting ballot shall be included in the Chapter newsletter. All mail votes must be received by the Secretary at least 5 days before the annual business meeting. Section 5. All nominations shall be voted on by members present at the annual business meeting. Election shall be by means of written ballot, a show of hands, or by acclamation at the annual business meeting. ARTICLE IX: Vacancies Section 1. If a vacancy occurs in the office of President, the President-Elect shall immediately assume the duties of this office for the remainder of the term and subsequently for the term for which he or she was elected. Section 2. If a vacancy occurs in the office of President-Elect other than by the President-Elect becoming President, the Assistant Program Chairperson shall immediately assume the President-Elect's duties for the remainder of the term and shall become President at the beginning of the next term. Section 3. If a vacancy occurs in the office of the Assistant Program Chairperson, a special election shall be held to fill the vacancy. Section 4. If a vacancy occurs in the office of Secretary, Treasurer, or Newsletter Editor, a successor for the remainder of the term shall be appointed by the Board of Directors. Section 5. If a vacancy occurs among the Board of Directors members-at-large or additional delegates to the national Board of Directors, a successor for the remainder of the term shall be appointed by the President. ARTICLE X. Meetings Section 1. Meetings shall be held at least quarterly; this includes the annual business meeting in the spring. The Board of Directors shall establish the time and place of such meetings in cooperation with the Program Committee. Section 2. The Chapter shall not hold a meeting fewer than 15 days before or after an annual meeting of AMWA unless the Chapter meeting is an approved part of the AMWA annual meeting. ARTICLE XI: Dissolution of Chapter Section 1. If the Chapter is dissolved, the Board of Directors shall donate the Chapter's net assets to the American Medical Writers Association or to any organization approved by the American Medical Writers Association. However, if the named recipient is not then in existence or is no longer a qualified distributee, or is unwilling or unable to accept the distribution, then the assets of this association shall be distributed to a fund, foundation, or corporation organized and operated exclusively for the purposes specified in section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code). ARTICLE XII: Amendments Section 1. Amendments to these Bylaws may be proposed in writing to the Board of Directors by any voting member of the Chapter. Section 2. Proposed amendments shall be considered by the Board of Directors within 90 days of their submission. Section 3. If the Board approves an amendment, the amendment shall be submitted to all Chapter members by mail to be voted on at the next scheduled Chapter meeting. Members who do not attend the meeting may vote by mail. All mail votes must be received by the Secretary at least 5 days before the meeting. Section 4. Election shall be by means of written ballot, a show of hands, or by acclamation at the meeting. Section 5. An amendment shall be passed by a two-thirds majority vote of the members voting. |
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