AMWA Southwest Chapter Bylaws

CONSTITUTION AND BYLAWS OF THE SOUTHWEST CHAPTER AMERICAN MEDICAL WRITERS ASSOCIATION
(July 10, 1982; as amended May 8, 1986; May 19, 1988; May 25, 1994; May 13, 1998; May 15, 2000; September 17, 2003; August 23, 2006; and April 30, 2010)

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 AMWA 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

1. Bringing together into one association those persons in the Chapter area who are engaged in or interested in any aspect of communication in the medical or allied professions and sciences. Such persons include (but are not limited to) writers, editors, illustrators, publishers, and those active in research, documentation, audiovisual techniques, public relations, and advertising.
2. Providing educational programs for both members and nonmembers, and encouraging nonmembers to participate in Chapter activities.

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 AMWA 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 Chapter Board of Directors (BOD) and as ex-officio member of all standing committees. The President may also serve as a delegate to AMWA's National BOD.

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 Chapter BOD; 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 Chapter BOD or the President; (3) prepare a report for each Chapter BOD 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 Chapter BOD. Such statements shall be filed with the Executive Director of AMWA on or before August 1 of each year.

Section 7. The Newsletter Editor shall prepare a newsletter to (1) announce each Chapter meeting (unless the Chapter BOD designates another method of announcing certain meetings) and (2) inform Chapter members of other relevant news not covered in AMWA publications. The Newsletter Editor will serve as Chairperson of the Publications Committee and shall appoint an Assistant Newsletter Editor, who shall serve on the Publications Committee and be a member of the Chapter BOD. The Assistant Newsletter Editor shall assist the Editor with compiling and distributing the Chapter newsletter and other activities of the Publications Committee.

ARTICLE V: Chapter Board of Directors

Section 1. The Chapter BOD shall consist of the elected officers (President, President-Elect, Assistant Program Chairperson, Secretary, Treasurer, Newsletter Editor, and any additional delegates to the national BOD), 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 BOD. Chapter BOD members-at-large should serve for 2 years. The Chapter BOD shall be responsible for the Chapter's direction and shall serve as trustees of the Chapter's property. All Chapter BOD members shall be voting members.

Section 2. A quorum of the Chapter BOD 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 Chapter has only one delegate to AMWA's national BOD, the President or Immediate Past President shall serve as the voting delegate. If neither the President nor the Immediate Past President can attend, the President-Elect shall serve as an alternate. If none of the President, Immediate Past President, or President-Elect can attend, the President may appoint a voting delegate.

Section 3. If the Chapter meets the membership requirements for additional delegates, the Chapter BOD shall determine how many of those delegates may have their expenses for travel to the spring national BOD 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.

Section 5. A non-voting delegate shall be appointed by the President to observe the AMWA national BOD meeting that takes place on the first day of the Annual Conference. The non‑voting delegate shall assume the responsibilities of voting delegate during the next national BOD meeting, which occurs after the annual business meeting of AMWA.

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 chairperson of the Nominating Committee, who shall be appointed 90 days before the annual business meeting.

1. Program Committee. The Program Chairperson and the Assistant Program Chairperson shall coordinate arrangements for speakers and meeting sites for Chapter meetings and shall furnish information to the Newsletter Editor for the Chapter newsletter and to the Publicity Committee Chairperson for flyers and other publicity.
2. Publicity Committee. The chairperson shall handle general and membership publicity for Chapter programs and special events.
3. Membership Committee. The chief purpose of this committee shall be to retain present members and encourage nonmembers to join AMWA. There should be regional representation among committee members, if possible. The Membership committee is responsible for disseminating internet-based communications to the Chapter members
4. Publications Committee. This committee shall be responsible for newsletter content and other printed communications regarding Chapter activities. It shall be chaired by the Newsletter Editor. The Newsletter Editor shall prepare a newsletter to (1) announce each Chapter meeting (unless the Chapter BOD designates another method of announcing certain meetings) and (2) inform Chapter members of other relevant news not covered in AMWA publications. The Assistant Newsletter Editor shall be appointed by the Newsletter Editor and shall serve on the Publications Committee. The Assistant Newsletter Editor shall assist the Editor with compiling and distributing the Chapter newsletter and other activities of the Publications Committee.
5. Nominating Committee. The Nominating Committee shall prepare a slate of members as candidates for President-Elect, Assistant Program Chairperson, Secretary, Treasurer, Newsletter Editor, and Chapter BOD members.

Section 2. Additional Committees. Additional committees, either standing or ad hoc, shall be appointed by the president with the approval of the Chapter BOD, 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 Chapter BOD 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 and Chapter Board Members-At-Large

Section 1. The Chapter officers (President-Elect, Assistant Program Chairperson, Secretary, Treasurer, and Newsletter Editor) and members‑at‑large 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 or email. A voting ballot shall be included in the Chapter newsletter. All mail and email 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 Chapter BOD.

Section 5. If a vacancy occurs among the Chapter BOD members-at-large or additional delegates to the national BOD, 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 Chapter BOD shall establish the time and place of such meetings in cooperation with the Program Committee.

Section 2. The Chapter will comply with the national AMWA policy regarding the scheduling of major meetings (eg, a workshop or seminar lasting half a day or longer) in the specified time period before or after the annual conference. In brief, the Chapter shall not hold a major meeting fewer than 30 days before or 30 days 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 Chapter BOD shall donate the Chapter's net assets to AMWA or to any organization approved by AMWA. 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 Chapter BOD by any voting member of the Chapter.

Section 2. Proposed amendments shall be considered by the Chapter BOD within 90 days of their submission.

Section 3. If the Chapter BOD approves an amendment, the amendment shall be submitted to all Chapter members by mail or email to be voted on at the next scheduled Chapter meeting. Members who do not attend the meeting may vote by mail or email. All mail and email 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.

Section 6. Any amendments to Chapter Bylaws require the approval of the national BOD as indicated in the national Bylaws. Chapter Bylaw amendments will not become effective until they have been filed with AMWA headquarters and approved by the national BOD.