Article I - Name

Article II - Purpose

The mission of WAME 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.
Regular membership. Editors of peer reviewed medical journals are eligible for regular membership. Definitions: "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 readers are mostly physicians and whose published articles mostly relate to medicine. Candidates who do not meet these criteria may, in exceptional circumstances, be elected to regular membership by majority vote of the Membership Committee. Regular members may vote, hold office, and serve on committees.

Section 2.
Associate membership. Persons who, while not eligible for regular membership, have interests in medical journal editing and peer review may apply for associate membership. Associate members will have all rights and privileges of other members except that they may not vote or hold office.

Section 3.
Admission to membership. Application for regular membership should include evidence that the editor's journal(s) is (are) peer reviewed as well as copies of its masthead and instructions to authors. Application for associate membership should include a description of the applicant's background and interest in medical editing and peer review. All applications will be evaluated by the Membership Committee, with a majority vote required for election to membership. Appeals from negative decisions by the Membership Committee may be made to the Board of Directors where two-thirds majority of the Board's membership is required to overturn the decision.

Section 4.
Termination of membership. Members wishing to resign from any category of membership should do so in writing to the Board of Directors. Involuntary removal from membership for cause requires two-thirds vote of the Board of Directors.

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.

Article V - Officers

Section 1.
Titles. The elected officers shall be the President, Immediate Past President, Vice President, Secretary, and Treasurer.

Section 2.
President. The President shall preside at all meetings of the organization 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. The term of the President's office shall be two years, non-renewable.

Section 3.
Immediate Past President. Upon completion of a term as President, the officer shall automatically become Immediate Past President for two years.

Section 4.
Vice President. The Vice President shall be elected biennially, under procedures described elsewhere herein and 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 5.
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, 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 6.
Treasurer. The Treasurer shall be responsible for all funds and securities of the Association, including collection and receipt of monies due and payable to WAME and dispersion of appropriate payments and such other duties that might be assigned by the President or 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 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 two directors at-large positions become vacant each year.

Section 3.
Election of officers and directors. Officers to be elected (i.e., Vice President, Secretary, and Treasurer) and directors at-large shall be elected from a slate of nominees presented by the Nominating Committee (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 slate shall be publicized to the membership 60 days before the annual elections. Nominees for any position may be added to the slate upon receipt of a written petition signed by at least ten members. The final nominee slate will then be circulated by electronic or other means to the entire membership for vote. A quorum for purposes of election shall be one-third of regular members.

Section 4.
Vacancies. If vacancy occurs among the officers or 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 officer or director may be removed from office by two-thirds vote of the full Board of Directors.

Section 6.
Meeting of the Board of Directors. The Board of Directors shall meet, by telephone conference, electronic mail, or in person, at least four times annually. Such meetings shall be called at least 30 days in advance and an agenda circulated at least ten days in advance.

Article VII - Communications with Members

Section 1.
The primary means of communications between the Board of Directors and the membership and among members shall be electronic mail. Each member shall be responsible for maintaining a currently accurate e-mail address with the Secretary.

Section 2.
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.

Article VIII - Committees

Section 1.
Standing Committees. Standing committees of WAME shall be Electronic, 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 released publicly shall first be sent to the Board of Directors for review and approval.

Section 2.
Electronic Committee. The Electronic Committee shall be responsible for maintaining the WAME website and other matters related thereto.

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 and reevaluating educational materials and recommending to the Board of Directors their possible dissemination to the membership.

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 to the Board of Directors their possible dissemination to the membership. The Ethics Committee may, on referral by the President, also evaluate allegations of ethical improprieties against WAME members.

Section 8.
Other Committees. The President may appoint with the advice of the Board of Directors, such other committees or task forces as may be deemed advisable. Appointment of such committee or task force shall be accompanied by a written statement of (a) purpose, (b) members and chair, and (c) anticipated life of the committee or task force.

Article IX - Fiscal Year

Article IX - Dissolution

In the event of dissolution or final liquidation, the remaining assets of WAME shall be applied and distributed as follows: All liabilities and obligations of the Association shall be paid, satisfied, and discharged, or provision shall be made therefore; any assets held on the condition they be returned, transferred, or conveyed upon dissolution shall be disposed of in accordance with such requirements; all remaining assets of every nature and description whatsoever shall be distributed to one or more corporations, funds, foundations, qualified for exemption from tax as an exclusively charitable or educational corporation fund or foundation.

Article XI - Indemnification

The Board of Directors shall purchase or cause to be purchased an insurance policy to indemnify officers, directors, or 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, brought by or in the right of the Association or otherwise, civil, criminal, administrative or investigative, including appeals) to which the defendant may be or is made a party by reason of his/her being or having been an officer, director, or employee of the Association, provided, 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 Association for damages out of his/her own negligence or misconduct in the performance of a duty to the Council. 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.

Article XI - Amendments

Section 1.
Proposal. Amendments to these by-laws may be proposed by (a) majority vote of the Board of Directors or (b) a petition signed by at least 10% of the regular members. Such proposed amendments shall identify the relevant article and section and state the precise words to be amended.

Section 2.
Vote. Upon receipt of an amendment proposal as outlined in Section 1 of this Article, the Secretary shall within 60 days cause the proposed amendment to be sent to regular and emeritus members for vote. Two-thirds majority of those voting shall be required for adoption of the amendment.

Section 3.
Notification. The Secretary shall notify the membership of the results of a vote conducted in accordance with Section 2 of this Article.