BY-LAWS OF THE
MIDWEST WRITING CENTERS ASSOCIATION
Adopted at the membership annual meeting, Friday, September 14, 2001
Amendments made to Article IX on Friday, April 25, 2014.
Amendments made to include Article X on Friday, June 6, 2014.
Amendments made to Article VI on Wednesday, October 22, 2014.
Section 1.01. Purposes. The Corporation is organized exclusively for charitable, educational and scientific purposes
- To foster communication among college, secondary and elementary school and private-sector writing centers and associated professionals and students; to provide a forum in which to address concerns of such writing centers; and to promote the educational objectives of such writing centers.
- To engage in, assist and contribute to the support of exclusively charitable, scientific or educational activities and projects, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; and
- To perform such functions either directly or by making donations, gifts, grants, contributions, loans, guarantees, fellowships, or subsidies out of the net income or principal assets of the Corporation, or both, without limit as to the amount going to any one recipient or in the aggregate to all recipients, including donations, gifts, grants, contributions or loans to or for the use or benefit of other corporations, organizations, foundations, institutions or governmental bodies, but subject always to the provisions of the Articles of Incorporation and other Bylaws of the Corporation.
Section 2.01. Membership. The Corporation shall have no voting members. For any purpose for which a corporate membership may be required, the members of the Board of Directors of the Corporation from time to time constituted shall be deemed to be the members of the Corporation, and the meetings, resolutions and actions taken by the Board of Directors of the Corporation shall in every respect be deemed to constitute the meetings, resolutions and actions taken by the members of the Corporation. The Board of Directors may act by resolution to establish classes of nonvoting associate members of the Corporation who shall have such designations and such rights and privileges as shall from time to time be determined by the Board of Directors.
BOARD OF DIRECTORS
Section 3.01. General Powers. The business, affairs and property of the Corporation shall be managed and controlled by its Board of Directors. The Directors may exercise all such powers and do all such things as may be exercised or done by the Corporation, subject to the provisions of the Articles of Incorporation, these Bylaws and all applicable law. Directors shall receive no compensation for their services as Directors, but this shall not restrict the reimbursement of Directors for reasonable expenses incurred, or the payment of reasonable compensation to a Director when he or she renders administrative, professional or other bona fide services to the Corporation in a capacity other than as a Director.
Section 3.02. Number, Tenure and Qualifications.
- Number. The initial Board of Directors shall consist of nine (9) members and thereafter such number (evenly divisible by three) as is set by the Board.
- Tenure. Members of the initial Board of Directors shall serve until the first annual meeting in the year 2001 and until their successors shall be elected. Terms of office of Directors elected at the first annual meeting of the Board of Directors will be designated by lot. One-third of the Directors shall serve until the annual meeting in 2002; one-third of the Directors shall serve until the annual meeting in 2003; and one-third of the Directors shall serve until the annual meeting in 2004. Thereafter, Directors elected at the annual meetings shall be elected for terms of three (3) years.
Section 3.03. Selection of Members, Vacancies.
- Selection. The Incorporator shall appoint the first Board of Directors prior to the first annual meeting of the Board of Directors in 2001. Thereafter members of the Board of Directors shall be elected by a majority vote of the entire membership of the Board, including those Directors whose terms are expiring.
- Nomination. Nomination for membership on the Board of Directors shall be by a committee appointed by the President of the Board. Nominations from the floor will also be accepted at the annual meeting. The nominating committee shall include both current Board members and interested individuals not currently serving on the Board, with the latter group comprising at least one-half of the committee. Corporation research participants and supporting members shall be given the opportunity to make written recommendations to the nominating committee.
- Vacancies. A vacancy between annual meetings, no matter how caused, shall be filled by the Board by a majority vote of its entire remaining membership. A Director elected to fill a vacancy shall serve for the unexpired portion of the relevant term. Section 3.04.
Section 3.04. Meeting of the Board of Directors.
- Annual. The Board of Directors shall meet at least once per year for the annual meeting of the Corporation.
- Regular Meetings. Meetings shall be held at such time and place as may be fixed by resolution of the Board. Written notice of regular meetings, including a written agenda, shall be distributed to all Directors at least five (5) days prior to the meeting.
- Special Meetings. Special meetings may be called by the President at the request of any Board member. Notice of special meetings shall be given at least twenty-four (24) hours in advance of the meeting by the President or Secretary by mail, email, telephone, telegraph or in person.
- Waiver of Notice. Required notice of any meeting of the Board may be waived by any member in writing before, at or after a meeting. A Director’s attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Director for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
- Timing of Notice. If notice is given by mail, such notice shall be mailed at least three (3) additional days prior to the meeting and shall be deemed delivered when deposited in the United States Mail properly addressed with postage thereon prepaid. Notices given by telegram shall be deemed to be delivered when the telegram is delivered to the telegraph company properly addressed and prepaid. No notice shall be given more than thirty (30) days before any meeting.
- Attendance by Telephone. Any or all Directors may participate in a meeting of the Board of Directors or a committee of the Board by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.
- Written Actions of Directors. Any action of the Board of Directors may be taken by a written action signed by all of the Directors. In addition, any such action may be taken by the Board of Directors by written action signed by the number of Directors that would be required to take the same action at a meeting of the Board of Directors at which all Directors were present; provided that all Directors shall be notified of the text of the written action prior to the signing by any of the Directors, and provided, further, that all Directors shall be notified immediately of the effective date of any such written action which is duly taken.
Section 3.05. Quorum and Voting.
- Voting. Passage of a motion or resolution shall require a vote of a majority of those present and voting, unless otherwise provided in these bylaws, including as other-wise provided in Subsection 3.04(g) above. Each Director shall be entitled to cast one vote on any question before the meeting. A Director who is present at a meeting of the Board of Directors when an action is taken is presumed to have assented to the action unless the Director votes against the action or is prohibited from voting on the action.
- Quorum. Except as otherwise provided in these bylaws, the presence of one-third of the members of the Board of Directors shall constitute a quorum at any meeting thereof, but the Directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. A majority vote of the Directors present at any meeting, if there be a quorum, shall be sufficient to transact any business unless a greater number of votes is required by law or these bylaws. A Director shall not appoint a proxy for himself or herself or vote by proxy at a meeting of the Board of Directors.
- Adjourned Meetings. When a meeting of the Board of Directors is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
Section 3.06. Removal of Directors. Any Director may be removed from office for cause by a vote of at least two-thirds of the remaining membership of the Board at any regular or special meeting thereof called for that purpose but with the Director who is subject to a removal action receiving at least ten (10) days’ notice of such proposed action and being granted the right to be heard thereon.
Section 3.07. Committees. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint committees and delegate to such committees such powers and responsibilities as it may from time to time deem appropriate. Committees which are empowered by the Board of Directors to exercise any authority of the Board in the management of the Corporation shall consist of two or more Directors.
Section 3.08. Rules of Order. Meetings of the Board of Directors shall be conducted in accordance with Roberts’ Rules of Order wherever such rules are not in conflict with the Articles of Incorporation or the bylaws of the Corporation.
Section 4.01. Officers. The Officers of the Corporation shall consist of the President (Chair), Vice President (Associate Chair), Secretary and Treasurer. Except as provided in these Bylaws, the Board of Directors shall fix the powers, duties and compensation of all Officers.
Section 4.02. Election, Term of Office and Qualifications. At the annual meeting of the Corporation, the Officers shall be elected by the Board of Directors from among the Directors, including the Directors who shall also have been elected at that meeting. Officers shall serve for one (1) year or until their successors shall have been elected or until their earlier resignation, removal from office or death. One person may be elected to more than one office.
Section 4.03. Removal and Vacancies . Any Officer may be removed from office at any time by a majority vote of the Board of Directors whenever in their judgment the best interest of the Corporation will be served thereby, but with due notification of such action and the right to be heard thereon, and without prejudice to the contract rights, if any, of the person so removed. If there is a vacancy among the Officers of the Corporation by reason of death, resignation or otherwise, such vacancy shall be filled for the unexpired term by the Board at a regular meeting or a special meeting called for that purpose.
Section 4.04. President (Chair). The President (Chair) shall (a) have the power of general management of the business of the Corporation; (b) preside or delegate such authority at meetings of the Board of Directors and of the membership; (c) be the Chief Executive Officer of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The President (Chair) shall be a member ex officio of all committees. The President (Chair) shall be considered “President” of the Corporation for the purpose of carrying out the duties of signatory agent and may execute documents on behalf of the Corporation under that title. The President (Chair) (and all other Officers of the Corporation who are also Board members) shall be entitled to vote on all matters before the Board in the same manner as any other Director. In general, the President shall perform all duties usually incident to that office and such other duties as the Board may prescribe.
Section 4.05. Vice-President (Associate Chair). The Vice-President (Associate Chair) shall perform such duties as delegated by the President (Chair), so long as those duties are in accordance with these bylaws and the purposes of this corporation, and stand ready to assume the role of the President (Chair) in any committee meeting, meeting of the Directors, meeting of the membership, or annual meeting if assigned to do so by the President (Chair) or if the President (Chair) is unable to perform the duties of the President’s (Chair’s) office due to illness, incapacity, or death. If the President (Chair) is removed from office by the Directors for cause, the Vice-President (Associate Chair) shall assume the President’s (Chair’s) duties until such time as the Directors elect a new President (Chair). The Vice-President (Associate Chair) shall perform such other duties as may from time to time be prescribed by the Board of Directors of the Corporation.
Section 4.06. Secretary. The Secretary shall (a) be Secretary of the meetings of the Board of Directors and of the Corporation and shall be responsible for the recording of such meetings in the appropriate minute book of the Corporation; (b) give proper notice of meetings to Directors and members; and (c) sign and execute such documents as may be necessary to the transaction of business by the Corporation. The Secretary shall perform such other duties as may from time to time be prescribed by the Board of Directors of the Corporation.
Section 4.07. Treasurer. The Treasurer shall cause to be kept accurate accounts of all moneys received or disbursed by the Corporation and shall render to the Board of Directors or the President, whenever required, an account of the financial condition of the Corporation and shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President. The Treasurer shall be responsible for supervising the receipt, deposit and disbursement of funds of the Corporation in accordance wit the policies established by the Board of Directors.
Section 5.01. Participants.
SEAL, BOOKS AND RECORDS.
AUDIT, FISCAL YEAR, OFFICES
Section 6.01. Seal. The Corporation shall have no seal.
Section 6.02. Books and Records. Effective February 2014, the IRS recognizes the Corporation as a Section 501(c)3 non-profit organization. Thus, the Board shall keep or cause to be kept complete books of account and minutes of meetings of the Executive Board of Directors and all committees and such additional records and books of account as the Board deems necessary for the conduct of the corporate activities of the Corporation.
Section 6.03. Audit. Also in accordance with maintaining the Corporation’s non-profit status with the IRS, the Board shall cause the records and books of account of the Corporation to be audited at such times as it deems appropriate.
Section 6.04 Fiscal Year. The fiscal year of the Corporation in July and runs through June. This fiscal year is stipulated on the MWCA Section 501(c)3 application for tax-exempt status with the IRS.
Section 6.05 Principal Office. The address of the principal office of the Corporation is ______________________________________________ .
Section 6.06 Other Offices. The Corporation may have other offices at such other places within and without the State of Minnesota as the Board of Directors may from time to time determine.
Section 7.01 Indemnification. The Corporation, acting through its Board of Directors, or as otherwise provided in this Bylaw, shall as fully as may be permitted from time to time by the statutes and decisional law of the State of Minnesota or by any other applicable rules or principles of law, indemnify each Officer of the Corporation against the expense of any action to which he or she was or is a party or is threatened to be made a party by reason of the fact that he or she is or was an Officer of the Corporation. Any provision in these bylaws which would prevent such indemnification to the full extent permitted by law as it may from time to time be expanded by statute, decision of court or otherwise, shall be deemed amended to conform to such expanded right of indemnification without formal action by the Board of Directors.
Section 7.02 Definitions. As used in this Bylaw:
- The term “Officer” means any person who is, was or may hereafter be a Director, Officer, member, employee or agent of the Corporation or, at the request of the Corporation of any partnership, joint venture, trust or other enterprise, and the rights of indemnification under this bylaw shall inure to the benefit of the heirs, executors and administrators of any of such persons;
- The term “action” means any threatened, pending or completed action, suit or proceedings, whichever brought, whether civil, criminal, administrative or investigative, including those by or in the right of the Corporation and whether or not involving an act or omission of an Officer in his or her capacity as such and whether or not he or she is an Officer at the time of such action; and
- The term “expenses of any action” shall include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by an Officer in connection with an action.
Section 7.03. Standard of Conduct. An Officer shall be indemnified with respect to any action (other than an action by or in the right of the Corporation to procure a judgment in its favor) if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Corporation and, if it is a criminal action, he or she had no reasonable cause to believe his or her conduct was unlawful. If the action be one by or in the right of the Corporation to procure a judgment in its favor, then in addition to the requirements of the preceding sentence, an Officer shall be indemnified only if he or she is not adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation. Then he or she shall be indemnified only to the extent that the court in which such action was brought shall determine upon application that, despite the adjudication of liability but iii view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. If he or she is successful on the merits or otherwise in defense of any action, an Officer shall be indemnified for expenses actually and reasonably incurred by him or her in connection with such action. In all other cases (other than an action in which the Officer is successful on the merits or otherwise in defense of such action or in an action by or in the right of the Corporation to procure a judgment in its favor where the Officer had been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation), an Officer shall be indemnified, unless ordered by a court, only as authorized in the specific case upon a determination that indemnification of the Officer is proper in the circumstances because he or she met the applicable standard of conduct set forth above. Such determination shall be made by the Board of Directors by a unanimous vote of the Directors who were not parties to such action, or if such a vote is not obtainable, or even if obtainable and the disinterested Directors so direct, independent legal counsel in a written opinion. The determination may be made that he or she is entitled to indemnification as to some matters even though not so entitled as to others. The termination of any action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Officer did not act in a manner entitling him or her to indemnification under this bylaw.
Section 7.04. Determination of Conduct. Except where an Officer is successful on the merits or otherwise in the defense of an action and except where a court determination is required by law for indemnification in an action by or in the right of the Corporation, an Officer shall first seek a determination that he or she met the applicable standard of conduct set forth above from the Board of Directors by a unanimous vote of the Directors who were not parries to such action, or if such a vote is not obtainable, or even if obtainable and the disinterested Directors so direct, by independent legal counsel in a written opinion, it being the belief of the Corporation that the best judges of an Officer’s conduct are those familiar with the business activities of the Corporation. In the event that it is determined that the Officer partially or completely failed to meet the applicable standard of conduct, or if no determination is reached within a reasonable time, the Officer may apply to the United States District Court for the District of Columbia or the District Court of the Sate of Minnesota for a determination of his or her right to indemnification, and the result of any prior determination of the right by disinterested Directors or by independent legal counsel shall not be entered into evidence or considered by the Court in its independent determination.
Section 7.05. Expenses Advanced. Expenses incurred in defending an action may be paid by the Corporation in advance of the final disposition of such action as authorized by the Board of Directors in the manner provided in Section 7.03 of this Article VII upon receipt of an undertaking by or on behalf of such Officers to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized by law.
Section 7.06. Nonexclusivity. The indemnification provided by this bylaw shall not exclude any other right to which in Officer may be entitled under any agreement or vote of disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall not imply that the Corporation may not provide lawful indemnification not expressly provided for in this bylaw.
Section 7.07. Insurance. The Corporation may purchase and maintain insurance on behalf of any Officer against any liability asserted against him or her and incurred by him or her in any such capacity to the full extent as may from time to time be permitted by law.
Section 8.01. Amendment. The bylaws may be amended by the Board of Directors. Board members must be given proposed bylaw changes in writing at least one (1) week in advance of the Board meeting at which such amendment will be considered. Amendments shall require a majority vote of the entire membership of the Board of Directors.
Section 9.01. Grants. Grants may be awarded to MWCA members to support scholarly and professional activities appropriate to the goals of the MWCA. In consultation with the treasurer, the MWCA Board of Directors will determine the percentage of funding allocated to each grant on a yearly basis.
SPECIAL INTEREST GROUPS
Section 10.01. Purpose. A SIG is a subunit of MWCA formed by a group of Members with the desire to pursue substantial long-term activity in an area relevant to MWCA’s interests. SIGs engage in activities that further MWCA’s mission and scholarly pursuits of the Membership.
The required activities of SIGs include the following within their focus:
(a) Providing information in their specialty through the MWCA newsletter;
(b) Organizing sessions at the biennial MWCA conference;
(c) Holding annual meetings or workshops amongst their membership; and
(d) Serving as a resource for scholarly and professional information in their specialty for the MWCA Executive Board and its Membership at large.
The MWCA’s SIG viability policy specifies acceptable levels of activities in each area. Each SIG will determine the scope of its own activities, keeping within the purposes and policies outlined in these Bylaws. The SIG’s activities and scope will be assessed by the Executive Board during the SIG’s viability review.
Section 10.02. Formation, Mergers, and Charters
a. Formation. A SIG may be formed by active members of MWCA and is considered provisional until an application for permanent status is submitted for review by the Executive Board.
b. Provisional and Permanent SIGs. Upon having its bylaws approved by the Executive Board, a SIG is considered provisional for a period not to exceed two years.
A provisional SIG will exist until its provisional period expires, it is dissolved, or it is awarded permanent status by the Executive Board. At its discretion, the Executive Board may extend a provisional SIG’s charter.
A SIG is granted permanent status when it has been provisional for at least one year and has successfully submitted a permanent SIG application. Permanent status is granted only by a vote of two-thirds of all members of the Executive Board. A permanent SIG exists until either it is dissolved by the Executive Board or it is returned to provisional status.
c. Guidelines for Organizing New SIGs. MWCA is bound by certain rules and regulations as delineated in its Bylaws, principally Article X, concerning the establishment of new SIGs.
Individuals considering forming a new SIG should contact the Executive Board’s SIG Coordinator, who will assist in providing sample Bylaws, application materials, and budget materials.
Provisional status is awarded to a SIG by the Executive Board upon approval, by two-thirds of all Board members, of a petition which includes
(a) The proposed SIG’s name and statement of purpose;
(b) The SIG’s proposed set of Bylaws;
(c) A slate of officers, all of whom must be current Members of MWCA, including at least one liaison who will communicate with the MWCA Executive Board, via the SIG Coordinator, during the provisional and application
(d) An outline of plans for the SIG’s first year of activity.
Section 10.03 Membership, Dues and Voting Privileges.
a. Membership. SIG membership is restricted to members of MWCA. Individuals from outside the region who wish to join a SIG must become members of MWCA.
b. Dues. A SIG may, at its discretion, collect dues from its membership. A dues policy must be stated in the SIG’s Bylaws, and quarterly and annual accounts must be reported to the MWCA Treasurer. The addition of a dues policy to any SIG’s Bylaws requires approval by the MWCA Executive Board.
c. Voting Privileges. SIG group voting should be written into its Bylaws and be overseen by the SIG’s officers. If members of a SIG are dissatisfied with the voting procedures within their SIG, these issues should be directed to the SIG Coordinator for resolution.
Section 10.04. Structure and Management. A SIG is governed by a set of Bylaws that reflects the scope and governance agreed between the SIG’s slate of officers and the Executive Board. If a SIG experiences an absence of leadership or any change of officers, the SIG Coordinator must be notified.
a. SIG Bylaws. The Executive Board must approve all SIG Bylaws and any proposed amendments. A provisional SIG’s Bylaws may be amended by the Executive Board, and a permanent SIG’s Bylaws may be amended by a majority vote of the Executive Board or by a vote of the SIG members, according to its Bylaws. If deemed necessary by the SIG or Executive Board, the SIG’s name and/or statement or scope may be changed by a two-thirds vote of members of the Executive Board.
b. Removal of Officers. In extraordinary situations, the Executive Board may remove one or more provisional or permanent SIG officers following a two-thirds vote. Grounds for removal include but are not limited to: failure to comply with MWCA policies or the directives of the Executive Board; failure to adequately carry out the prescribed duties of office; mismanagement; gross misconduct.
If the Executive Board removes all the officers of a permanent SIG, the SIG will return to provisional status with a two-year charter.
During any official Executive Board deliberations on a proposal to remove from office, the officers in question have the right to participate. Should they fail to exercise this right, votes may be taken in their absence.
Section 10.05. Viability Policy.
a. Viability Review Cycle of Permanent SIGs. Once a SIG has been granted permanent status, it will undergo a viability review by the Executive Board every three years. The purpose of the review is to ensure that a SIG meets the criteria in Section 10.01 of this Bylaw; that the SIG’s area of specialty is of continuing value to MWCA; that the SIG retains a supporting membership; that the SIG upholds the mission of the MWCA; and that the SIG officers continue to comply with MWCA’s Bylaws and policies. The SIG chairperson will be the principal source of information during the SIG review.
a.1. Purpose of this Policy.
This policy provides guidelines and procedures the Executive Board will use to determine when a SIG is operating at an acceptable level of activity. The MWCA has set requirements that SIGs may satisfy in a variety of ways. Failure to meet and maintain reasonable expectations as outlined in the MWCA SIG Bylaws and/or in the individual SIG Bylaws may result in disciplinary action by the Executive Board.
a.2. The Value of Viability Reviews.
While a viability review can be used as a basis for dissolutions or mergers, this is not the primary purpose. Reviews are intended to ensure that a SIG is able to respond to the demands placed on them, to avoid any issues that may arise that could harm the SIG or MWCA, and to publicize the SIG’s accomplishments. The Executive Board sees this process as a valuable one for itself and for all permanent MWCA SIGs that can achieve an easier and more productive working relationship for all involved.
b. Frequency of Review.
b.1. Permanent SIGs. Viability reviews for permanent SIGs will be conducted once every three years after permanent status has been granted. However, a SIG Chairperson or the SIG Coordinator of the Executive Board may request a review at any time.
b.2. Provisional SIGs. Provisional SIGs will be reviewed upon completion of an application to obtain permanent SIG status. Successful applications will be awarded permanent status. Provisional SIGs that do not meet expectations will be dissolved upon completion of the review and upon recommendation of the Executive Board.
b.3. Special Reviews. If problems or significant changes in the scope or activities of a SIG are identified, a special viability review may be undertaken by the MWCA Executive Board. Special reviews are intended to prevent changes or eliminate problems that could cause harm to MWCA, SIGs, and/or all members.
c. Definitions of Viability.
c.1. Permanent SIGs. A permanent SIG is considered viable if it meets ALL of the following four conditions:
(a) The SIG maintains regular contact with its members;
(b) The SIG contributes materials to the MWCA newsletter at least once per year;
(c) The SIG organizes a session at the biennial MWCA regional conference, OR, during non-conference years, the SIG determines a project, new or ongoing, that requires activity by at least two-thirds of its membership;
(d) The SIG exhibits administrative stability, demonstrated by running regular elections and filing timely activity reports; and
(e) When applicable, the SIG exhibits financial stability, through the filing of financial reports, maintaining appropriate fund balances for scholarship and grant distribution purposes, as well as filing reports for any funding that is received from MWCA for IRS reporting purposes.
While SIGs are expected to focus on the primary viability criteria listed above, the Executive Board will consider other efforts and activities such as working groups or committees, scholarly projects, community engagement, and/or public information efforts in viability reviews.
c.2. Provisional SIGs. A SIG attains provisional status upon completion of the application for permanent SIG status. Upon the receipt of a SIG’s application for permanent SIG status, it is recognized by the MWCA and granted provisional status while it works toward viability. A SIG is considered provisional when it:
(a) Cultivates and retains a membership, and
(b) Engages in scholarly or professional activity, and
(c) Develops a slate of officers that exhibit administrative stability by submitting annual activity reports, and if applicable, financial reports in a timely fashion.
SIGs remain provisional for a minimum of one year and a maximum of three years. Provisional SIGs will be subject to periodic reviews by the Executive Board (see Section 5.4).
d.1. Scheduling of Reviews. The Executive Board, upon notification from the SIG Coordinator, will schedule all cyclic and special viability reviews.
d.2. Presentation of Materials. The SIG Chairperson is responsible for submitting all review materials to the SIG Coordinator by the requested deadline. Materials may include membership data, activity reports, newsletter contributions, details on sponsored or co-sponsored events, etc. The SIG Chairperson is invited to contribute a letter that outlines his or her views on the SIG being reviewed. Reviews will be conducted during a regular meeting of the Executive Board. Minutes of the meetings are available to all MWCA members.
d.3. Results of Reviews. Results of all viability reviews will be communicated to the SIG under review within 30 days of the formal review decision. Results may contain recommendations that the Executive Board will ask the SIG to take into consideration. Should recommendations outline changes the SIG must make, the SIG Coordinator will work with the SIG Chairperson to ensure the action(s) have been taken in accordance with the Executive Board’s determination(s). If the SIG fails to respond to the requested changes, the SIG Coordinator will make a recommendation to the Executive Board of further action needed. In extreme cases, the Executive Board may call for the dissolution of a SIG or for the return of a permanent SIG to provisional status.
Section 10.06. Dissolution and Probation. By a two-thirds vote of all the members of the Executive Board, a permanent or provisional SIG may be dissolved, or a permanent SIG may be returned to provisional status. If any members of the SIG are also officers on the Executive Board, they must abstain from voting, and a two-thirds vote of the remaining members will be required. The terms of this section do not apply to a provisional SIG whose charter expires.
A SIG may be dissolved for any of the following reasons, which include but are not limited to: the majority recommendation of the SIG’s slate of officers; insufficient SIG activity or member support; repeated failure to comply with MWCA bylaws and policies; mismanagement and/or gross misconduct.
If a SIG’s members wish to challenge a proposal to dissolve, the Executive Board will grant a probation of at least 2, but not more than 4 months in order for the SIG to revitalize itself. If the Executive Board is not satisfied with the revitalization attempt, it can either change the SIG’s charter to provisional status or dissolve the subject SIG with a vote of two-thirds.
A SIG that faces dissolution has the right to have a representative participate in any deliberations by the Executive Board; however, if the SIG fails to exercise this right, the Board may vote in the absence of a representative.
Section 10.07 Reports and Records. Each SIG chairperson is responsible for filing reports about his or her SIG as required by the Executive Board. These reports include:
(a) An annual report, due when specified by the Board, on the state and activities of the SIG during the previous year;
(b) An up-to-date membership roster for the SIG;
(c) All reports required by the Financial Accountability Policy referred to in Section 8.2; and
(d) Closing reports on workshops, sessions, symposia, or conferences as required by MWCA policies.
Section 10.08. Finance. All SIG funds are the property of MWCA, and SIG monies are to be used expressly for SIG MWCA-related activities. Any activity outside the MWCA must be pre-approved by the Executive Board.
Each SIG is bound to the Financial Accountability Policy (see 10.09.), which details the responsible collection, holding, and disbursement of funds related to SIG activity. In the event of a disagreement regarding policy interpretation, the Executive Board’s reading of the policy will hold.
In the event of a SIG dissolution, funds managed by the SIG will be overseen by the Executive Board.
Section 10.09. Financial Responsibility Policy.
a. Policy. Monies held by SIGs may be used only for MWCA business. “Monies” include any grants or outside funding received by a SIG. Any funds given to a SIG by the MWCA Executive Board must be used for a stated purpose; any excess funds must be returned to the organization treasury.
a.1. Every SIG that holds monies must hold a positive fund balance at all times.
a.2. No SIG shall maintain an account outside of MWCA, unless explicitly approved by the Executive Board.
a.3. The SIG is responsible for tracking all monies accepted and disbursed, as well as the development of a budget to account for all expenditures. The SIG budget and all expenditures must be approved by the Executive Board. No expenditures may be made, regardless of budgeting, without express approval from the Executive Board.
a.4. The SIG will prepare an annual report on the state of its membership, its income and expenses, and a reconciliation of the budget outlined for the fiscal year. The provisional budget for the coming year should be submitted when the annual report is submitted. SIG report deadlines are designated by the MWCA Executive Board Treasurer.
b. Procedures. SIGs that have earned funding should develop a three-year budget that outlines expenses and expected earnings line by line. Unspent but budgeted funds may be used for other expenses at the discretion of the SIG Chairperson, and with the consent of the Executive Board.
b.1. Accounting for all funds shall be done by the SIG’s treasurer each quarter and submitted to the MWCA treasurer for approval.
b.2. A SIG’s yearly financial report shall be submitted in the annual report to the Executive Board. This report should summarize budgeted expenses and gains, reconciliation of budget to actual expenses, outline the budget for the next fiscal year and forecast for the following two.
c. Sanctions. Failure to comply with SIG Policy and Procedures will result in noncompliance with the Executive Board. In the event of noncompliance, the Executive Board reserves the right to remove SIG officers, reallocate SIG monies, and, in the case of gross mismanagement or misuse of funds, dissolution.
c.1. Transfers and Amendments.
c.1.1. Transfers. Budgeted funds may be transferred between categories of the approved budget under the condition that the scope of the original budget is not violated or prevented from being reconciled at the end of the year.
c.1.2. Amendments. An approved SIG budget may be amended with the following constraints:
(a) Amendments must not conflict with the conditions of the original approved budget;
(b) Revenues beyond those expected in the approved budget must be clearly identified; and
(c) All amendments must be approved by the Executive Board.
Section 10.10. External Relationships.
a. Policy. A SIG must obtain approval from the Executive Board to establish a relationship with any non-MWCA group or organization.
b. Permission. Permission is required to use the MWCA name or the name of any MWCA SIG. The use of any names associated with MWCA must adhere to MWCA’s Bylaws and procedures, and is subject to regular review.
Section 10.11. Publications.
a. Policy. SIGs are encouraged to publish scholarship and educational materials. Any material that makes use of the MWCA name or SIG name should be reviewed by the Multimedia Subcommittee to ensure that it complies with Policy 10.11.b.
b. Conference Proceedings. Scholarly articles appearing in academic journals are normally original, of lasting value, and have not been published elsewhere. Conference proceedings and newsletters are a form of publication. These publications are widely disseminated and are available to the entire membership of MWCA and the academic community at large, but unlike contributions to journals, they are not often refereed or subject to blind review.
b.1. Proceedings from any MWCA sponsored conference must be copyrighted by MWCA; proceedings from conferences co-sponsored with other organizations will be jointly copyrighted.
b.2. Proceedings from conferences co-sponsored with other organizations should be sold at the same price by all participating organizations.
b.3. The proceeds from any conference proceedings will be the property of MWCA unless other arrangements have been made.
Section 10.12. Conferences.
a. Policy on SIG Conference Final Reports. Unless other arrangements are made with the MWCA Conference Committee, SIGs must submit all final conference reports within 120 days of the conference date. If the report is late, the chair of the responsible SIG will be notified. If the report is not submitted within 180 days of the close of the conference, the MWCA Executive Board Chairperson has the authority to close the SIG’s conference account.
At the conclusion of any SIG meeting or conference, an attendance report must be submitted to the MWCA Executive Board for record keeping.
b. Conference Audits. The MWCA Treasurer may, at his or her discretion, call for an audit of a SIG conference or event. In cooperation with the conference chair and the chair of the sponsoring SIG, the MWCA Treasurer will determine how and by whom the audit is carried out.
Audits/financial reviews ensure that:
(a) SIGs comply with the policies and procedures for handling conference finances;
(b) Conference activities are controlled by sound financial management;
(c) Recommendations regarding best practices for future conference accounting can be made.
c. Conference Mailing Lists. If conference organizers wish to distribute participant lists, they must stipulate that the list is for attendees’ personal use only, and is not to be duplicated, redistributed, or used as a mass mailing list by vendors or exhibitors.
d. Membership at Conferences. SIG conference and SIG co-sponsored event organizers must provide options for individuals or institutions to join MWCA during any conference.