By-Laws of the Washington East Asian Medicine AssociationFormerly the Washington Acupuncture and Oriental Medicine Association (2004-2010), and historically the Acupuncture Association of Washington, AAW Inc. (1985 to 2004)
Revised 10/21/2018 - changes noted in red, Section III, a.
Article One: ARTICLES OF ORGANIZATION
The name and purpose of the corporation shall be as set forth in the Articles of Organization. These By-Laws, the powers of the corporation and its Directors, and all matters concerning the conduct and regulation of the business of the corporation shall be subject to the provisions in the By-Laws, as set forth in the Articles of the Organization. All references in these By-Laws to the Articles of Organization shall be construed to mean the Articles of Organization of the Corporation, as from time to time amended or restated.
Section I - Name
The name of the Organization shall be the Washington East Asian Medicine Association, herein afterward referred to as "WEAMA" or "the Corporation."
The term “East Asian medicine” is intended to be synonymous with “Oriental Medicine.”
Section II - Purpose
This Organization has been founded for the following purposes:
a. To provide an informational and supportive network for practitioners of acupuncture and East Asian medicine.
b. To promulgate and uphold standards of East Asian medical education, standards of practice, and professional ethics.
c. To promote equitable statutes and regulations relating to East Asian medicine.
d. To offer support and guidance to students of acupuncture and East Asian medicine training programs, and acupuncture and East Asian medicine research.
e. To provide a forum for the sharing of knowledge in the field of acupuncture and East Asian medicine and related disciplines.
f. To educate the general public and health care professions regarding the nature and scope of East Asian medicine.
g. Such other activities of a charitable and scientific nature related to East Asian medicine as may benefit the knowledge and well being of the people.
Article Two: FISCAL YEAR
Except as from time to time otherwise determined by the Directors, the fiscal year of the Corporation shall end on the last day of December.
Article Three: MEMBERSHIP CATEGORIES, TERMS, and FEE STRUCTURE
Section I - Terms of Membership
Term of membership will be 365 days from the time of approval of application. The Directors at the annual business meeting will set all membership fees. The four categories of membership are: Professional, Student, General, and Honorary.
Section II - Definitions of Membership Categories
a. Professional Members: Must be licensed (EAMP) to practice East Asian medicine in the State of Washington. Practitioners such as M.D.’s , N.D.’s, D.O.’s, P.A.-C.’s, and A.R.N.P.’s with equivalent training in acupuncture/East Asian medicine, may apply for Professional standing, and will be considered by the Board. Membership applications to WEAMA must be approved by the Directors and applicants must remit an annual membership fee as set by the Directors. Professional members in good standing shall be the only voting members of WEAMA. Professional members are entitled to one vote upon each issue submitted to the members. Professional members agree to practice within the guidelines of the code of ethics and standards of practice as published by WEAMA.
b. Student Members: Must be enrolled in an acupuncture school or program and must apply to and be approved by the Directors and must remit an annual membership fee as determined by the Directors.
c. General Members: Individuals or organizations interested in the development, practice, promotion, teaching or research of acupuncture and East Asian medicine who have applied, been approved by the Directors and submitted an annual fee as determined by the Directors. This category of membership may be divided into sub-categories (such as Sponsor, Patron, Family, Individual), as determined by the Directors.
d. Honorary Members: Individuals or organizations who are nominated and voted by the Directors to be recognized by the WEAMA for their contributions in the field of acupuncture and East Asian medicine.
Article Four: Meetings
a. Notice of meetings:
The President, Secretary, or Board shall make a good faith effort for meeting notice to be delivered to each member entitled to notice of or to vote at the meeting, either personally, by phone, by mail, or by email not less than ten (10) nor more than sixty (60) days before the meeting. Notice will state the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
b. Emergency business meetings:
May be called by the Board of Directors, with a minimum of two weeks’ notice given to each voting member of the corporation. Any business that may be transacted at an annual business meeting may be transacted at an emergency meeting.
A quorum shall consist of a majority of the voting members of the corporation present at the meeting. A member is counted as present if present in person, by signed proxy, or by absentee ballot, as determined by the Board of Directors. Members of the corporation may also participate in a meeting of members by means of a conference telephone, or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall also constitute presence in person at a meeting and therefore qualifies for voting.
Article Five: BOARD OF DIRECTORS
Section I - Election of the Board of Directors
a. The Board of Directors is selected by the voting membership of the Corporation. This vote may be accomplished in person, through mail-in ballots, email, online voting, or by proxy at the discretion of the current Board of Directors.
The business of the Corporation shall be managed by a Board of Directors consisting of not less than three (3) professional members. The number of Directors shall be not less than four (4) nor more than nine (9) unless determined by a vote of the Directors of the Corporation.
b. Each member will serve a term of two (2) years. A portion of the board, , roughly half, will be elected each year, creating overlap in Board terms to ensure a continuous smooth transition as the Board turns over.
c. Directors will hold office until their term of office has expired and a successor is chosen and qualified, or until he/she resigns, dies, is removed, or becomes disqualified.
d. Resignation: Failure to attend three (3) consecutive meetings of the Board shall constitute resignation, unless leave of absence is granted by the Board.
e. Statements made while acting as a representative of WEAMA will reflect the mission of WEAMA. Personal opinions are to be identified as such.
Section II - Composition of the Board
a. The Board of Directors shall consist of not less than five (5) professional members of WEAMA. One (1) member of the Board may be chosen from the public/non-voting membership so that WEAMA may benefit from the knowledge and expertise from outside the profession. Such non-voting members upon election to the Board shall carry all rights and responsibilities of a duly elected Board member, including voting rights.
b. In the event of a vacancy on the Board, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board, until the vacancy is filled.
Section III - Responsibilities of the Board of Directors
The Board of Directors shall oversee the administrative business and carry out the policies of the Corporation, including:
a. The Directors, by simple majority vote, may elect from its number or from the membership of the Corporation or from the public, committees, and may delegate thereto some or all of its powers to:
b. Create or abolish committees.
c. Appoint chairpersons of committees.
d. Approve and maintain the Budget of the Corporation.
e. Set membership fees.
Section IV - Meetings of the Board of Directors
a. Regular meetings of the Board of Directors may be held at such times and places within or without the State of Washington as the Board may deem from time to time, with at least forty-eight (48) hours notice given to each Director as a requirement for a legal meeting.
b. A quorum for the consideration of any question before the Board shall consist of a majority of the Directors then in Office, and including at least two (2) current Officers.
c. After an effort to achieve consensus, the act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board.
d. A Director of the Corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
e. Any action that could be taken at a meeting of the Board may be taken without a meeting if all Directors are informed and written, emailed or verbal consent is given by a majority of the Directors. Any such agreements shall be written and inserted in the minutes book as if it were the minutes of a Board meeting.
Article Six: OFFICERS
Section I - Officers of the Corporation
The Officers of the Corporation shall include a President. Vice President, Treasurer and Secretary, and other officers, if any, as the Directors may from time to time deem appropriate.
Section II-Terms of Office
a. All Officers and Professional members of the Board must be dues paying members of the Corporation and in good standing, and will be voting members of the Board of Directors for two years.
b. Officers shall be nominated by the Board and from amongst the members of the Board, for a term of one (1) year and voted on by the Board of Directors. Except as otherwise provided by law of the Articles of Organization, or these By-Laws. Officers shall hold office until the first meeting of the Board of Directors following the next annual business meeting of the Corporation, and until their successors are chosen and qualified.
c. The President and Vice-President must be Professional members of WEAMA and a licensed EAMP.
Section III - Removal from Office
Officers may be removed by a two-thirds majority vote of the members at a legal meeting of the Corporation. Such Officers may be removed only after he/she has been given reasonable notice and a chance to be heard before the Board. Any vacant Officer positions, and any vacancy on the Board of Directors, may be filled by a majority vote of the Directors then in Office. Each successor shall be elected or appointed and qualified, or until he/she sooner resigns, dies, is removed, or becomes disqualified.
Section IV - Responsibilities of Officers
a. The President: Shall be the chief executive Officer of the Corporation, and shall, subject to the direction of the Board of Directors, have general supervision and control over its business. The President shall preside at all meetings of the Board of Directors, or delegate that responsibility if necessary. He/she shall have such powers as are necessary for the functioning of the Corporation as prescribed by the Board of Directors within the scope of the By-Laws of the WEAMA.
b. The Vice-President: In the absence of the President, shall preside at all meetings of this Corporation and of the Directors, and replace the President in case the latter's inability to function in office. The Vice-President shall also perform such other duties as defined by the Directors.
c. The Treasurer Shall, subject to the direction of the Board of Directors, have general charge over financial affairs of the Corporation, and shall be charged to keep accurate books of account he/she shall have custody of all funds except as the Board may otherwise provide, and shall deposit said funds in the officially designated bank, and shall disburse the same on orders of the President or his/her designee. The Treasurer's books and accounts shall be open to the inspection of the Directors and any authorized auditors.
d. The Secretary: Shall, subject to the direction of the Board of Directors, keep a record of the meetings of the Board of Directors. The Secretary shall keep the minutes of the meetings of this Corporation, handle correspondence and mailings and fulfill such other duties as decided by the Directors. The Secretary's records shall be open to the inspection of the Board of Directors and any authorized person.
Article Seven: Committees
a. The Committee chair is nominated and is then approved by the Board:
b. The chair of committee recruits members from the general membership. Committee chair writes vision, goals and mission proposal with input from the committee members then submits it for approval of the Board. Once the Board approves the proposal, it becomes an active committee until such time as it is disbanded by the Board.
c. A committee chair will be responsible for writing an occasional article, responding to phone & email inquiries and any correspondence regarding their focus (herbs, insurance etc.). Committees give information and referral, and do not provide legal counsel or advice.
d. The committee will present ideas to the Board for approval. Actions taken on behalf of the Corporation must first be approved by the Board
e. The student rep will gather input/information from students, distribute newsletters, attend membership meetings and if wishes, attend, but not vote, at board meetings
Article Eight: MISCELLANEOUS PROVISIONS
Section I - Corporation Seal
The seal of the Corporation shall be a circular die with the name of the corporation, the word Washington, and the year of its incorporation cut or engraved thereon, or shall be in such other form as the Board of Directors may from time to time deem.
a. The principal office of the Corporation shall be the office of the Treasurer until such time as permanent headquarters are established.
b. All corporate records shall be kept in the principal office of the Corporation.
Section III - Amendments to the By-Laws
a. By-Laws may be changed, within the structures of the law and the Articles of Incorporation, by a two-thirds vote of the voting members of the Corporation present at a business meeting. This includes the annual meeting as well as any regular, emergency or special meeting. Proposed changes to the bylaws
must first be approved by the Board of Directors by majority vote, prior to the business meeting. At the discretion of the board and with 2/3 vote of the membership present, this vote may be accomplished through mail-in ballots, provided there is at least 10 days postmark for return, after the business meeting.
b. As an alternative to the foregoing, a petition of twenty percent of the voting members will be deemed sufficient to have an item of By-Laws changed or amendment placed on the agenda of a business meeting.
Section IV - Dissolution of the Corporation
Upon dissolution, the net assets of the Corporation will be distributed to a 501(c)(6) corporation with goals and objectives in accordance with the Corporation.