Bylaws of the World Association of Medical Editors

ARTICLE I

NAME AND REGISTERED AGENT
 
Section 1. Name. The name of the organization shall be the World Association of Medical Editors (hereinafter WAME or the “Corporation”).
 
Section 2. Registered Office and Agent. The Corporation shall have and continuously maintain a registered office in The District of Columbia, and a registered agent whose office is identical with such registered office, as required by the District of Columbia Nonprofit Corporation Act.
 
Section 3. Other Offices. The Corporation may have such other office or offices, at such suitable place or places within or without the District of Columbia, as the Board of Directors may from time to time determine as necessary or desirable for the conduct of the affairs of the Corporation.
 

ARTICLE II

PURPOSES AND LIMITATIONS
WAME is a non-profit organization whose mission is to promote the best of scientific medicine in order to improve the health of the public. Its specific purposes are to (1) facilitate cooperation and communication among editors of medical journals throughout the world, (2) improve editorial standards and promote professionalism in medical editing through education, self-criticism, and self-governance, and (3) promote research in peer review and medical editing.
 

ARTICLE III

MEMBERSHIP
 
Section 1. Membership. Members may vote on those items submitted by the Board to the members, hold office, and serve on committees. Individuals qualify for membership, if they meet one or both of the following criteria:
 
1) Editors. Editors of peer-reviewed medical journals are eligible for membership.
“Editor” means a person with current or previous responsibility for determining acceptance of manuscripts.
“Peer-reviewed” means submitting most of the articles it eventually publishes for review by experts outside the journal's own staff.
“Medical journal” means a periodical whose published articles mostly relate to medical science and the application of science to medicine, based on the scientific method, and are directed at physician or scientist readers.
 
Candidates who do not meet these criteria may, in exceptional circumstances, be elected to regular membership by majority vote of the Membership Committee.
 
2) Scholars. Recognizing that editors may be scholars also, persons who have interests in medical journal editing and peer review may apply for membership provided they can establish their credentials in research and/or publishing.
 
Section 2. Admission to membership. Application for membership as an editor should include evidence that the editor's journal(s) is (are) peer-reviewed as well as the website addresses of, or copies of, its masthead and instructions to authors. Application as a scholar should include a description of the applicant's background and interest in medical journal editing and peer review, including any research and/or publications by the applicant. All applications will be evaluated by the Chair of the Membership Committee. Appeals from negative decisions by the Membership Committee may be made to the Board of Directors. After reviewing the Committee’s reasoning, a vote of at least 2/3 of a quorum of Board members (Article VI, Section 6) can overturn the earlier decision.
 
Section 3. Resignation, termination and interim suspension of membership. Members resigning WAME membership shall notify the Secretary by e-mail or postal mail. Actions disruptive to the functioning and goals of the Corporation constitute cause for termination of membership. Members can be involuntarily removed from membership for cause provided that at least 2/3 of a quorum of Board members (Article VI, Section 6) vote in favor of removal. Termination shall be kept confidential by the Board of Directors except in rare cases in which all Board members agree that disclosure is in the best interests of the Corporation.
 
In cases in which allegations of misbehavior would constitute cause for termination, if found to be true, the President may impose an interim suspension until such time as the Board of Directors can review the matter. Such a review by the Board of Directors shall be done as soon as reasonably possible.
 

ARTICLE IV

DUES AND ASSESSMENTS
 
The need for dues and assessments shall be determined by the Board of Directors in consultation with the Finance Committee. If, and when, dues or assessments are levied, members shall be notified in writing and must pay such dues or assessments within 90 days of notification to maintain membership in WAME.
 

ARTICLE V

OFFICERS
 
Section 1. Officers. The officers of the Corporation shall consist of a President, Immediate Past President, Vice President, Secretary, and Treasurer. The Corporation may have such other officers as the Board of Directors may from time to time deem necessary. Such officers shall have the authority to perform the duties prescribed by the Board of Directors. Officers and Directors serve in their own capacity and do not act on behalf of the journal(s) where they serve as editors.
 
Section 2. Election of Officers. Officers shall be elected from a slate of nominees presented by the Nominating Committee (see Article VIII, Section 8.1). Prior to publication of the slate, nominees for any position will be solicited from the membership via e-mail. The Nominating Committee will create a slate of nominees taking into consideration the suggestions from the membership. The slate shall be publicized to the membership by electronic mail 60 days before the scheduled annual elections. The Vice-President and Directors shall be elected biennially and the Secretary and Treasurer shall be elected triennially.
 
If a candidate is running unopposed for a position at the time of the scheduled annual elections, no vote is necessary to elect that officer.
 
Section 3. Resignation. Any officer may resign at any time by giving written notice to the President of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President.
 
Section 4. Removal. Any officer may be removed by a 2/3 vote of the Board of Directors at any regular or special meeting of the Board at which a quorum is present (Article VI, Section 6), whenever in its judgment the best interests of the Corporation would be served thereby, but such removal will be without prejudice to the contract rights, if any, of the officer so removed.
 
Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the President with advice of the Board of Directors for the unexpired term. Such appointment shall continue until the next regular election when the office shall be filled by the procedures described elsewhere herein.
 
Section 6. President. The President shall preside at all meetings of the Corporation and its Board of Directors, including meetings conducted by electronic means. S/he shall appoint committee members and shall have such powers and perform such duties customary for an organization's chief executive officer. S/he may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general, s/he shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. The term of the President's office shall be two years, non-renewable.
 
Section 7. Immediate Past President. Upon completion of a term as President, the officer shall automatically become Immediate Past President for two years, expiring when the next President ends his or her term. The Immediate Past President shall continue to participate in Board conference calls and discussions for the duration of the post and generally be available for consultation from the current President to aid a smooth transition.
 
Section 8. Vice President. The Vice President shall serve for two years at which time s/he shall become President. S/he shall preside at meetings of the Board of Directors or members in case of absence or disability of the President.
 
Section 9. Secretary. The Secretary shall keep, or cause to be kept, minutes of the meetings of the Board of Directors and the members and shall be responsible for transcribing and distributing such minutes to the appropriate recipients within 60 days of each meeting. The Secretary shall act as general correspondent for the Corporation. The Secretary shall, in general, perform such other duties assigned by the President or Board of Directors. His or her term of office shall be three years, renewable once.
 
Section 10. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; deposit all such moneys in the name of the Corporation in such banks, trusts companies or other depositaries as shall be selected in accordance with the provisions of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. S/he shall serve a term of three years, once renewable.
 

ARTICLE VI

BOARD OF DIRECTORS
 
Section 1. Composition. The Board of Directors shall comprise ten (10) persons including the officers enumerated in Article V (President, Immediate Past President, Vice President, Secretary, and Treasurer) plus five Directors at-large.
 
Section 2. Directors at-large. The term of office for Directors at-large shall be two years, renewable once. Initially, the terms shall be staggered so that no more than three Directors at-large positions become vacant each year.
 
Section 3. Election of Directors. Directors shall be elected from a slate of nominees presented by the Nominating Committee (see Article VIII, Section 8.1). Prior to publication of the slate, nominees for any position will be solicited from the membership via e-mail. The Nominating Committee will create a slate of nominees taking into consideration the suggestions from the membership. The slate shall be publicized to the membership by electronic mail 60 days before scheduled annual elections. If a candidate is running unopposed for a position at the time of the scheduled annual elections, no vote is necessary to elect that officer or Director at-large. At the time of the scheduled annual elections, the unopposed candidate shall be deemed to be elected. If there is more than one nominee for a position, the final nominee slate shall be subject to membership vote. It will be circulated by electronic means to the entire membership and votes shall be made electronically. A quorum for purposes of election shall be one-tenth of members. The President will be the deciding vote in case of a tie.
The membership will be informed by electronic means of the newly-elected officers and directors.
 
Section 4. Vacancies. If vacancy occurs among the Board of Directors, it shall be filled by appointment by the President with advice of the Board of Directors. Such appointment shall continue until the next regular election when the office shall be filled by the procedures described elsewhere herein.
 
Section 5. Removal. Any Director may be removed by a 2/3 vote of the Board of Directors at any regular or special meeting of the Board at which a quorum is present (Article VI, Section 6), whenever in its judgment the best interests of the Corporation would be served thereby, but such removal will be without prejudice to the contract rights, if any, of the officer so removed.
 
Section 6. Meeting of the Board of Directors. Regular meetings of the Board of Directors shall be held, at such time, day and place as shall be designated by the Board of Directors, for the purpose of transacting such business as may come before the meeting. Regular meetings shall occur at least four times annually. Directors may participate in a meeting by telephone conference. Such meetings shall be called at least 10 days in advance and an agenda circulated at least two days in advance.
Special meetings of the Board of Directors may be called at the direction of the President of the Corporation or by a majority of the voting directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.
 
Discussion via e-mail may take place more often without a formal schedule.
 
Formal votes of the Board will take place by conference call or in person and will require a quorum, defined as 2/3 of the members of the Board. Formal voting shall take place by conference call or in person. If necessary, Board members may vote by unanimous written consent in lieu of a meeting, provided that all Board members sign a consent form (which may be transmitted electronically). Formal voting shall be recorded by the Secretary and included with the relevant minutes of the Board meeting.
 

ARTICLE VII

COMMUNICATIONS WITH MEMBERS
 
Section 1. Communications. The primary means of communications between the Board of Directors and the membership and among members shall be e-mail. Each member shall be responsible for maintaining a currently accurate e-mail address by updating his or her own listing on the Web site Member List and by contacting the Secretary with the updated information. English is the primary language for communication, but translation of information provided on the WAME Web site into other languages is encouraged.
 
Section 2. Meetings. Meetings of the members may be called from time to time by the President. Notice of such meetings shall be sent to members at least 60 days in advance of said meeting. Meetings may be conducted via electronic means.
 
Section 3. Voting. It is envisioned that member voting will be conducted via e-mail or other electronic means after the distribution of a ballot. This shall be done in lieu of a physical meeting to conduct voting. Members will be required to provide at least an e-mail address or WAME website username and password to establish their identity when voting and must vote within 30 days of notification to be counted.
 

ARTICLE VIII

COMMITTEES
 
Section 1. Standing Committees. Standing committees of the Corporation shall be Communications, Finance, Membership, Editorial Policy, Education, and Ethics Committees. Except as provided hereinafter, chairs of committees shall be appointed annually by the President, with the advice of the Board of Directors, and may be reappointed. Members of committees shall be appointed annually by the President, with the advice of the chair of the respective committee, and may be reappointed. The chairs of standing committees shall report to the Board of Directors at least annually and all reports to be released publicly shall first be sent to the Board of Directors for review and approval.
 
Section 2. Communications Committee. The Communications Committee shall be responsible for maintaining the WAME Website and Listserve and other matters related thereto. The WAME Listserve will be managed by a member of the Communications committee, designated the Listserve Manager. The Listserve Manager will have the right to suspend a member’s participation in the Listserve temporarily and/or suspend Listserve discussion temporarily pending consultation with the Board. If an individual does not follow the WAME Rules for Listserve Use (posted electronically on the WAME Website) and continues to violate them after being so informed by the Listserve Manager, the Corporation will remove the individual from the Listserve. In the event of any repeat violation after reinstatement, removal will be permanent. Decisions to remove a member from the Listserve may prompt a further process to determine if the member will also be involuntarily removed from the WAME membership by procedures described in Article III, Section 3.
 
Section 3. Finance Committee. The Finance Committee shall be responsible for overseeing financial management of the organization, including budget planning, and control. It shall be chaired by the Treasurer.
 
Section 4. Membership Committee. The Membership Committee shall be responsible for promoting membership and for evaluating and approving applications for membership.
 
Section 5. Editorial Policy Committee. The Editorial Policy Committee shall be responsible for evaluating general and specific editorial policies for member journals to consider and making recommendations related thereto to the Board of Directors for possible dissemination to the membership.
 
Section 6. Education Committee. The Education Committee shall be responsible for developing, re-evaluating, and updating educational materials provided to members (via the Website and other sources to be determined), as well as notifying the membership via the Listserve of important new educational materials.
 
Section 7. Ethics Committee. The Ethics Committee shall be responsible for developing statements on ethical issues and the code by which member journals should abide, and recommending these statements and code to the Board of Directors for their consideration for possible dissemination to the membership. The Ethics Committee is responsible for developing, updating, and re-evaluating ethics-related educational materials. The Ethics Committee will also function as an Ethics Consultation service, with regular reports back to the Board of Directors about cases they decide to evaluate. Such information will be entirely confidential. The Ethics Committee may, on referral by the President, also evaluate allegations of ethical improprieties against Corporation members.
 
Section 8. Other Committees. The President may create other committees or task forces s/he deems appropriate with the advice of the Board of Directors. Appointment of such committee or task force shall be accompanied by a written statement of purpose, members and chair, and anticipated life of the committee or task force. Membership to the committee or task force shall be made in accordance with Article VIII, Section 1.
 
Section 8.1. Nominating Committee. The Nominating Committee shall be responsible for presenting a slate of nominees for the officers to be elected and Directors at-large for each scheduled annual election. The Nominating Committee shall be composed of one Director at-large and one other member who is not an officer or director, both appointed by the President, and chaired by the Immediate Past President. The term of the Nominating Committee shall be determined by the President and shall last as long as necessary to accomplish their responsibilities for each scheduled annual election. The Nominating Committee should endeavor to make nominees reflect the diverse backgrounds of the Corporation membership.
 

ARTICLE IX

MISCELLANEOUS PROVISIONS
 
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
 
Section 2. Notice. Whenever under the provisions of these Bylaws, the Articles of Incorporation of the Corporation, or statute, notice is required to be given to a director, committee member, or officer, such notice shall be given in writing, by first-class mail or express delivery service with postage or express delivery charges thereon prepaid, to such person at his address as it appears on the records of the Corporation. Such notice shall be deemed to have been given when deposited in the United States mail or delivered to the express delivery service. Notice may also be given by hand delivery, facsimile, e-mail, or telephone, and will be deemed given when received.
 
Section 3. Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members of its Board of Directors.
 

ARTICLE X

DISSOLUTION
 
Upon dissolution, the procedures listed in the Articles of Incorporation shall be followed.
 

ARTICLE XI

INDEMNIFICATION
 
Unless otherwise prohibited by law, the Corporation may indemnify any officers or directors, any former officers or directors, any person who may have served at its request as a director or officer of another corporation, whether for profit or not for profit, and may, by resolution of the Board of Directors, indemnify any employees against any and all expenses and liabilities actually and necessarily incurred by them or imposed on them in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative or investigative, including appeals) to which the defendant may be or is made a party by reason of being or having been such officer, director, or employee; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which s/he shall be adjudged in such claim, action, suit or proceeding to be guilty of a criminal offense or liable to the Corporation for damages out of his/her own negligence or misconduct in the performance of a duty to the Corporation. The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or condemned after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption thereof.
 
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any director, officer, or employee; provided, however, that such director, officer, or employee shall undertake to repay or to reimburse such expense if it should be ultimately determined that he/she is not entitled to indemnification under this Article.
 
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of the Corporation to make any indemnification permitted by law.
 
The Board of Directors may authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability asserted against or incurred by him which arises out of such person’s status as a director, officer, employee, or agent or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.
 
If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
 

ARTICLE XII

AMENDMENTS
 
Section 1. Amendments to the Bylaws. Amendments to these Bylaws that affect the rights of members (changes to Article III) must be approved by the members. Amendments to these Bylaws that do not affect the right of members (changes to Bylaws other than Article III) may be adopted upon the affirmative vote of a majority of the entire Board of Directors at any regular or special meeting of the Board.
 
Section 1.1. Proposal. Amendments to these Bylaws may be proposed by (a) majority vote of the Board of Directors or (b) a petition signed by at least one-tenth of the members. Such proposed amendments shall identify the relevant article and section and state the precise words to be amended.
 
Section 1.2. Vote. Two-thirds majority of those voting shall be required for adoption of the amendment.
 
Section 1.3. Effective Date. An amendment shall be effective immediately after adoption unless a later effective date is specifically adopted at the time the amendment is enacted.
 
Section 2. Amendments to the Articles of Incorporation. The Articles of Incorporation may be amended by a vote of a majority of the entire Board of Directors then in office.
 
These Bylaws were adopted by the Board, effective May 1, 2008.

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