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Constitution and bylaws of the National Association of Science Writers, Inc.

ARTICLE I — General

  • Section 1. NAME OF ORGANIZATION. This organization shall be known as the National Association of Science Writers, Inc. (the "Association").

  • Section 2. PURPOSE OF ORGANIZATION. This organization shall foster the dissemination of accurate information regarding science and technology through all media normally devoted to informing the public; and shall foster the interpretation of science and its meaning to society, in keeping with the highest standards of journalism. In addition, this organization shall foster and promote the professional interests of science writers.

ARTICLE II — Membership

  • Section 1. CLASSES OF MEMBERSHIP. There shall be three classes of membership in the Association: Regular, Honorary, and Student.
  • Section 2. REQUIREMENTS FOR REGULAR MEMBERSHIP. Regular members shall be people who are professional science writers or instructors of science writing. This includes — but is not limited to — journalists, authors, editors, producers, public information officers, and people who write and produce films, museum exhibits, and other material intended to inform the public about science and technology. Individuals applying for regular membership must present the names of two current members who endorse them for membership.
  • Section 3. REQUIREMENTS FOR HONORARY MEMBERSHIP. Honorary membership may be extended to scientists or other persons who have notably aided the purposes of this organization as expressed in Article I, Section 2.
  • Section 4. REQUIREMENTS FOR STUDENT MEMBERSHIP. Student members shall be enrolled in a college or graduate level journalism program and/or science program.
  • Section 5. RIGHTS OF MEMBERS. Regular members shall have full voting privileges. Student members and Honorary members shall have all rights of membership except they may not vote or hold office.
  • Section 6. RIGHTS OF INSPECTION. Any member who has been a member of record for at least six months immediately preceding his or her demand shall have the right to examine in person or by agent or attorney, during usual business hours, minutes of the proceedings of its members and list or record of members and to make copies from such records. An inspection may be denied to such member upon his or her refusal to furnish to the corporation, its transfer agent or registrar an affidavit that such inspection is not desired and will not be used for a purpose which is in the interest of a business or object other than the business of the corporation and that he has not within five years given, sold or offered for sale any list or record of members of any corporation or aided or abetted, or attempted or offered to aid or abet, any person in procuring any such list or record of members for any such purpose.

ARTICLE III — Board of directors

  • Section 1. POWERS. The Association shall be managed by its Board of Directors (the "Board").
  • Section 2: In addition to the four ex officio directors described in Article IV or these bylaws, the executive board shall also consist of 11 members at large. Any regular association member, at least 18 years of age, is eligible to serve as a board member at large.
  • Section 3. TERM OF OFFICE. All officers and board members shall serve for two years commencing no more than 4 months following their election and until a successor officer or director has been elected and qualified.
  • Section 4. NOMINATION PROCESS. The nominating committee shall nominate at least 15 members to run for at-large seats on the executive board. A group of 20 or more members may nominate by petition to the nominating committee board members. These nominees must meet the requirements as set forth in Section 2 of this Article III. All nominations, whether by the nominating committee or by petition, shall be forwarded to the executive director no less than 6 months prior to the end of the current board members' terms.
  • Section 5. ELECTION OF BOARD MEMBERS AT LARGE. The executive board will set the timing of the biennial NASW elections within the six months prior to an annual meeting. The executive director shall cause to be prepared and sent to all members a proxy form reflecting all nominations made in conformance with this Article III. Board members shall be elected by a plurality of the votes cast by regular members entitled to vote in the election.
  • Section 6. VACANCIES. A vacancy or vacancies in the Board shall be deemed to exist in case of (a) the death, resignation or removal of any director; or (b) the increase of the authorized number of directors. Any director may be removed with cause by vote of the directors at a duly held meeting. Such vacancy or vacancies shall be filled by vote of the members at a regular or special meeting.
  • Section 7. PLACE OF MEETINGS OF THE BOARD. Meetings of the Board shall be held at any place within or outside the State of New York that has been designated from time to time by the Board.
  • Section 8. REGULAR MEETINGS. Regular meetings of the Board may be held without notice on such dates and at such times as may be fixed from time to time by the Board.
  • Section 9. SPECIAL MEETINGS. Special meetings of the Board for any purpose or purposes may be called at any time by (a) the President; or (b) any director upon the written demand of no less than one-fifth of the entire Board. Notice of the time and place of special meetings shall be given to each director by (i) personal delivery of written notice; (ii) first-class mail, postage prepaid; (iii) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director; (iv) facsimile; (v) electronic mail; or (vi) other electronic means. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of this corporation or as may have been given to this corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. Notice of a special meeting sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notice of a special meeting given personally or by telephone, facsimile, electronic mail or other similar means of communication, shall be delivered, telephoned, or otherwise sent, as appropriate, at least 48 hours before the time set for the meeting. Notice of a special meeting shall state the time of the meeting and the place. The notice need not specify the purpose of the meeting.
  • Section 10. QUORUM. A majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.
  • Section 11. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another at the same time. Participation by such means shall constitute presence in person at a meeting.
  • Section 12. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall consent in writing to the adoption of a resolution authorizing the action. Such action by written consent shall be filed with the minutes of the proceedings of the Board.
  • Section 13. ADJOURNMENT. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting of the Board to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
  • Section 14. BOARD COMMITTEES. The Board, by resolution adopted by a majority of the directors then in office, may create one or more committees, each consisting of three or more directors and no one who is not a director, to serve at the pleasure of the Board. Appointments to standing committees of the Board shall be by majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any Board committee shall have all the authority of the Board, to the extent provided in the Board resolution, except with respect to: (a) the submission to members of any action requiring members' approval under the NPC Law; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. The Executive Committee shall be a standing Board committee composed of the four ex officio directors. The Executive Committee shall have the power to act in place of the Board between Board meetings on routine corporate matters. Appointments to special committees of the Board shall be made by the President, with the consent of the Board; provided, however, that the Board may directly make the appointments without action of the President, at the Board's sole discretion.
  • Section 15. COMMITTEES OF THE CORPORATION. The Board may from time to time appoint non-Board committees of the corporation as deemed appropriate, consisting of directors and/or persons who are not directors, but such committees shall not be deemed committees of the Board and shall not exercise any powers of the Board. Notice of, and procedures for, meetings of committees of the corporation shall be as prescribed by the chairman of each such committee, and meetings of any committees of the corporation may be called by the President or the chairman of such committee.

ARTICLE IV — Officers

  • Section 1. OFFICERS. The elected officers of the Association shall consist of a president, a vice-president who shall be president-elect, a treasurer, and a secretary, who shall all be ex officio directors. A substantial majority of an officer's science-writing activities shall be journalism. Officers may not write press releases or otherwise act on behalf of an institution or company to affect media coverage while they serve in office. Officers who engage in such activities shall notify the Board immediately. They may remain on the Board, but the Board shall appoint another fully qualified member to carry out the officer duties.
  • Section 2. NOMINATION PROCESS. Within one year after election, the president shall appoint a nominating committee of no fewer than five members who shall nominate one member for vice-president/president-elect, one member for secretary, and one member for treasurer. The membership and nominating committees may request material from candidates to identify those who would qualify as officers, as set forth in Section 1 of this Article IV. The membership committee shall determine which nominees meet the qualifications for officer. A group of 20 or more members may nominate by petition to the nominating committee members for vice-president/president-elect, secretary, and treasurer. These nominees must meet the requirements as set forth in Section 1 of this Article IV, as determined by the membership committee. All nominations, whether by the nominating committee or by petition, shall be forwarded to the executive director no less than six months prior to the end of the current Board members' term.
  • Section 3. ELECTION OF OFFICERS. The officers of this Association shall be elected by a vote of the regular members. Vacancies of such offices may be filled by the board or by a vote of the members at a regular or special meeting.
  • Section 4. TERM OF OFFICE. All officers shall serve for two years following their election and until a successor officer has been elected and qualified.
  • Section 5. DUTIES OF THE PRESIDENT. The president shall: (a) Preside over all meetings of the Association; (b) Call special meetings when they are considered advisable; (c) Call to the attention of the membership any development threatening the functions of the organization or of its members, or any method of improving the activities of the Association; (d) Appoint nominating and membership committees, and any other committees that are desirable; (e) Arrange for participation of the Association in other meetings and conferences as needed; (f) Represent the Association in any activities in which the Association may be involved, or provide representation.
  • Section 6. DUTIES OF THE VICE-PRESIDENT. The vice-president shall: (a) Assume the functions of the president when the president is unable to perform them, or when the president chooses to delegate them. (b) Serve as president-elect, and assume the presidency when the president completes his or her term or otherwise leaves office.
  • Section 7. DUTIES OF THE SECRETARY. The secretary shall: (a) Record the proceedings of all meetings of the Association and provide each board member a copy of the minutes of a meeting within one month after such meeting; (b) Write a summary of the annual meeting to be circulated to the membership.
  • Section 8. DUTIES OF THE TREASURER. The treasurer shall (a) Plan an annual budget to be considered by the Board; (b) Transmit to the membership an annual summary of the financial status of the organization.

ARTICLE V — Membership process

  • Section 1. ACCEPTANCE OF NEW MEMBERS. The president shall appoint a committee of at least five regular members to judge membership applications whenever questions arise about an applicant's qualifications. If the committee rejects an applicant, the committee shall inform the candidate of the reason for doing so. Decisions of the membership committee may be appealed to the Executive Committee.
  • Section 2. HONORARY MEMBERS. Honorary members, nominated by the Board or by petition submitted to the Board and signed by no fewer than 20 regular members, shall be elected by the members at a regular meeting.

ARTICLE VI — Membership meetings

  • Section 1. MEETINGS. The Association shall have an annual meeting at a time and place designated by the Board. The Association may have other regular meetings at such times and places as may be designated by the Board.
  • Section 2. SPECIAL MEETINGS. Special meetings may be called at the direction of the Board or president. A group, consisting of a minimum of 10 percent of regular members, may petition in writing, the secretary to call a special meeting on a date not less than two months nor more than three months following the date of the petition. The secretary upon receiving the petition shall give notice of such meeting, or if the secretary fails to do so within 10 business days thereafter, any member signing such demand may give such notice. If, for a period of one month after the date fixed under the bylaws for the annual meeting of members or, if no date has been so fixed, for a period of thirteen months after the last annual meeting, there is a failure to elect a sufficient number of directors to conduct the business of the corporation, the Board shall call a special meeting for the election of directors. If such special meeting is not called by the Board within two weeks after the expiration of such period or if it is so called but there is a failure to elect such directors for a period of two months after the expiration of such period, the provisions of Section 604 of the NPC Law shall apply.
  • Section 3. NOTICE OF MEETING. The secretary shall make sure that members are given written notice of all membership meetings (i) personally or by first class mail at least 10 days, but no more than 50 days, in advance; or (ii) by other class of mail at least 30 days, but no more than 60 days, in advance. If the meeting is a special meeting, the notice shall indicate that it is being issued by or at the direction of person or persons calling the meeting and state the purpose or purposes for which the meeting is called.

ARTICLE VII — Dues

  • Section 1. FISCAL YEAR. The fiscal year of the Association shall begin on July 1 and end on June 30.
  • Section 2. DUES. Membership dues shall be fixed from time to time by vote of the Board.
  • Section 3. ARREARS. A member whose dues remain unpaid by February 28 shall be considered in arrears. A member in arrears shall have all services suspended and may not vote until dues and any applicable fees are paid in full.

ARTICLE VIII — Sanctions

  • Section 1. NOTICE OF TERMINATION OF MEMBERS FOR NONPAYMENT OF DUES. Any member who remains in arrears regarding payment of dues for 12 months shall be given 30 days' notice that if dues are not paid at the end of the 30-day period, his or her membership shall be terminated. In each case, the executive director shall give the delinquent member notice by any method reasonably calculated to provide actual notice.
  • Section 2. TERMINATION OF MEMBERS. A membership shall terminate on occurrence of any of the following events: (i) resignation of the member; (ii) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (iii) the member's failure to pay dues, fees, or assessments as set by the Board within the 30-day notice period as described in Section 1 (but such a terminated member may re-apply for membership after satisfying all payments in arrears); or (iv) conduct substantially prejudicial to the purposes and interests of the Association, as determined under Section 4 of Article VIII of these bylaws.
  • Section 3. SUSPENSION OF MEMBERS. A member may be suspended or have certain privileges of membership revoked for a limited time for conduct substantially prejudicial to the purposes and interests of the Association, as determined under Section 4 of Article VIII of these bylaws.
  • Section 4. PROCEDURES FOR SUSPENSION OR TERMINATION OF MEMBERSHIP. Should the president, or any three members, find the conduct of a member to be substantially prejudicial to the best interests of the Association, they shall deliver a signed, written complaint to the Executive Director or to any officer or Board member.

    Within two working days of the Association's receipt of a complaint, the accused member shall be notified of the charges. Notice shall be given by any method reasonably calculated to provide actual notice and by first-class mail or overnight delivery by a nationally-recognized carrier to the member's last address as shown on the corporation's records. Within 20 calendar days of this notification, the executive director or, if the executive director is absent or is the object of the complaint, an officer or director designated by the president, shall arrange for the complaint to be heard by one of the following bodies: (i) when the accused member is an officer, board member, or employee of the organization, the accused member will have the charges heard by an ad hoc committee of seven members, randomly selected from the membership until seven members are found who are willing and able to serve on such a committee (the "Ad Hoc Committee"); or (ii) when the accused member does not hold office in the Association, that member may choose to have the charges heard by the Board or by an Ad Hoc Committee.

    The Board or Ad Hoc Committee hearing the charges will promptly set a hearing date. The accused member shall be provided with all evidence to be presented to the Board or Ad Hoc Committee at least ten calendar days before the hearing on the complaint and shall have full opportunity to present rebutting or exculpatory evidence and argument. The Board or Ad Hoc Committee may vote by a simple majority to grant a 30-day extension for the accused member to prepare his or her defense if the member cites a need for additional time. The Board or Ad Hoc Committee may grant, in its discretion, additional 30-day extensions at the member's request.

    A vote of at least five members of the Ad Hoc Committee, or at least two-thirds of the members of the Board participating in the hearing, shall be necessary to sustain the complaint. If the complaint is sustained, the Board or Ad Hoc Committee shall determine the sanctions to be imposed, which may include expulsion or suspension. The Board or Ad Hoc Committee will render a written decision on the charges after the hearing and will notify the accused member of the decision by first class mail or overnight delivery by a nationally recognized carrier. No individual shall participate in processing or reviewing a complaint if he or she is a complainant or the accused member, or if he or she has a conflict of interest involving complainants or the accused member.

    A member who wishes to appeal a judgment, must file an appeal within 21 days of being notified of the judgment. The appeal will be heard and voted on by the general membership at the next annual meeting, provided this meeting occurs at least 30 calendar days after the appeal is filed. In the event that the appeal is filed within 30 days of the next annual meeting, the appeal hearing shall be heard at the following annual meeting. Any and all disciplinary action against the accused shall be suspended pending outcome of the appeal. Prior to the appeal hearing, all pertinent information determined by the Board to be pertinent and all evidence provided by the accused at the initial hearing will be made available to the entire membership in secure electronic format. The vote of the membership will be recorded by paper ballot for those members attending the meeting, and by proxy for those members not present. A vote of at least two-thirds of members voting shall be required to sustain the Board's or Ad Hoc committee's judgment.

ARTICLE IX — Decision process

  • Section 1. VOTES. Except where otherwise specified herein or required under applicable law, all actions of the Association shall be determined by the Board.
  • Section 2. QUORUM. The lower of 100 or 10 percent of the regular members shall constitute a quorum.

ARTICLE X — Constitutional and bylaws amendments

  • Section 1. AMENDMENTS. An amendment to this constitution and bylaws may be proposed by the vote of three-fourths of the regular members present at a regular meeting, or by petition to the president of no fewer than 20 regular members. The proposed amendment shall be circulated to the membership and put to a vote at a meeting and shall be adopted if accepted by at least 50 percent of regular members voting at a regular or special meeting.

ARTICLE XI — Other provisions

  • Section 1. INDEMNIFICATION. The corporation shall, to the maximum extent permitted by the New York Not-for-Profit Corporation Law (the "NPC Law"), indemnify each of its members, directors, and officers against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of (a) the acts or obligations of the corporation or (b) the fact any such person is or was a director or officer of the corporation. In both circumstances, the Association shall advance to such member, director, or officer expenses incurred in defending any such proceeding to the maximum extent permitted by the Law. For purposes of this Section 12.1, a "member," "director," or "officer" of the corporation includes any person who is or was a member, director, or officer of the corporation, or is or was serving at the request of the corporation as a member, director, or officer of another corporation, or other enterprise, or was a member, director, or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. The Board may in its discretion provide by resolution for such indemnification of, or advance of expenses to, other agents of the corporation, and likewise may refuse to provide for such indemnification or advance of expenses except to the extent such indemnification is mandatory under the NPC Law. Notwithstanding any of the foregoing, the indemnity obligations of the corporation under this Section 12.1 do not include any obligation to defend any member for any actions taken or not taken by member or an affiliate of member in violation of these bylaws.
  • Section 2. ANNUAL REPORT OF DIRECTORS. The Board shall present at the annual meeting of members a report, verified by the president and treasurer or by a majority of the directors, or certified by an independent public or certified public accountant or a firm of such accountants selected by the Board, showing in appropriate detail the following:

  1. The assets and liabilities, including the trust funds, of the corporation as of the end of a 12-month fiscal period terminating not more than six months prior to said meeting.
  2. The principal changes in assets and liabilities, including trust funds, during said fiscal period.
  3. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes during said fiscal period.
  4. The expenses or disbursements of the corporation, for both general and restricted purposes, during said fiscal period.
  5. The number of members of the corporation as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of the current members may be found.
  6. The annual report of directors shall be filed with the records of the corporation and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting of members.

  • Section 3. FINANCIAL STATEMENTS. Upon the written request of any person who shall have been a member of record for at least six months immediately preceding his request, the corporation shall give or send to such member an annual balance sheet and profit and loss statement or a financial statement performing a similar function for the preceding fiscal year, and, if any interim balance sheet or profit and loss or similar financial statement has been distributed to its members or otherwise made available to the public, the most recent such interim financial statement. The corporation shall be allowed a reasonable time to prepare such annual balance sheet and profit and loss or similar financial statement.

Amendments adopted up to November 6, 2010, have been incorporated herein.