ARTICLE I: MEMBERSHIP
1. There shall be the following classes of members:
a) ACTIVE MEMBERS:
i) Professional United States writers in the mystery or crime-related field, generally defined as those whose work has been both paid for and professionally published or produced, who are citizens or legal residents of the United States, and who meet the specific criteria (including but not limited to cumulative dollar earnings) set by the Board of Directors for this category of membership.
ii) Any current MWA member of any category (whose dues are current and is an existing member of MWA or a newly confirmed member by the national board) who is 65 years of age or older, shall be eligible to have their membership dues reduced 50% for the membership year after they reach age 65 or older (aka “Senior Member”). This will apply for future membership years unless membership is suspended or revoked (at which time the member will have to apply for the discount at the time of reinstatement. Application for reduction should be made to the MWA office in writing (electronic, facsimile or on paper).
b) ASSOCIATE MEMBERS, being those who are active in the mystery or crime writing field in a capacity other than creative writing.
c) AFFILIATE MEMBERS, being those who are interested in the mystery or crime writing field or who aspire to write in this field.
d) CORRESPONDING MEMBERS, being those who are active in the mystery or crime-writing field, or who are interested in this field, and who do not reside in the United States.
e) LIFE MEMBERS, being Active Members who, by a vote of the Board of Directors, are not required to pay dues.
f) HONORARY MEMBERS, being those who are elected as such by the Board of Directors.
2. Notwithstanding the above, the Board of Directors shall have the right to establish specific criteria for each category, and to elect and to classify or to reclassify members, and to drop them from membership for non-payment of dues or for cause. In dropping a member for cause, the Board of Directors shall set up proper procedures for action, with due regard for the right of the member to defend himself or herself, but such action must be sustained by a two-thirds vote of the full Board.
3. A member shall be in good standing unless the member’s dues are 90 days or more in arrears. A member shall be dropped for nonpayment of dues if the member’s dues are not paid by this date.
4. Only Active Members in good standing shall have the right to vote and to be elected as officers or directors.
5. The full Board of Directors shall set the amount of dues and/or other payments within each category of membership, and may propose changes.
ARTICLE II: DIRECTORS
1. The Board of Directors shall consist of the following twenty-four (24) persons:
a) The National President
b) The eleven (11) Chapter Presidents
c) Twelve (12) Directors-at-Large, who shall be elected by the Active Members. Of these twelve, at least two (2) must live within commuting distance of National Headquarters.
2. Subject to Article II, Section 8(b) and Article V, Section 1 below, Directors-at-Large shall be elected by the Active Members for terms of two years.
(a) No one may serve as a Director for more than four consecutive years, whether as a Director-at-Large, Chapter President, or combination of these positions. A person who has been on the Board for three consecutive years is not eligible to run for a new two-year term; a person who has been on the Board for four consecutive years is not eligible to run for Chapter President or any other Board position.
(b) A person who has completed four consecutive years of service as a Director on the Board is eligible to seek office again after two years. During that two years, he or she may not begin a new term, whether by election or appointment to fill a vacancy, to a position of Chapter President or Director-at-Large.
(c) The Director-at-Large positions shall be numbered one to twelve. Those elected to even-numbered positions shall begin their terms in even years, odd-numbered, in odd years. Elections of Directors-at-Large shall be held yearly.
3. In accordance with Article IV, Section 2, the Board of Directors shall meet at least once a month, except at its discretion during the summer. The Secretary shall notify the Directors of the place and date of regular and special meetings.
4. The Board of Directors shall have full power to administer the business affairs of the Corporation, to take measures to further its interests and purposes as set forth in the Corporation charter, and to interpret and carry out the provisions of the By-Laws. The Board of Directors shall appoint a Corporation counsel.
5. A quorum of the Board of Directors shall consist of a majority of filled positions on the Board.
6. Directors may attend Board meetings in person or by telephone. Written comments and motions by absentee Directors shall be included, at least in substance, in the minutes of the Board.
7. If any member of the Board of Directors shall accumulate three (3) absences in a calendar year, that Board position may be declared vacant by a two-thirds vote of the full Board.
8. Any vacancy on the Board of Directors, other than the President, shall be filled without undue delay, the interim Director to hold office until the next election.
a) If the vacating member was a Chapter President, the vacancy shall be filled by majority vote of the Active Members of that chapter.
b) If the vacating member was a Director-at-Large, the Executive Vice President shall direct the Nominating Committee to recommend one or more candidates to fill the vacancy. Candidates elected to vacated positions will serve only to the end of the position’s term. They may then run for re-election, subject to the term limits in Article II, Section 2. In choosing candidates, the committee shall give consideration to those who have worked on behalf of MWA as a committee member, board member, volunteer, or other. Their recommendations shall be presented at the next scheduled Board meeting and shall be voted upon by the Board.
c) In the case of the President, the office may be filled by a special election.
9. The minutes of meetings of the National Board will indicate which of the Directors attend. Other attendees will be clearly identified as visitors.
10. Only members of the National Board are allowed to vote on issues brought to the National Board.
11. Any active member of MWA is allowed to attend a National Board meeting in person.
12. When discussing personnel matters, the Board, by majority vote, can declare itself to be executive session and exclude all but Board members from the meeting room.
ARTICLE III: OFFICERS
1. The officers of the Corporation shall be a President, an Executive Vice-President, a Secretary, a Treasurer, and a Parliamentarian. All terms of office shall be one year, beginning at the Annual Meeting. Chapter Presidents shall be elected by a majority vote of those Active Members of the respective regional chapters. Chapter Presidents are also Directors on the National Board, and are subject to the term limits described in Article II, Sections 2(a) and (b).
2. The President shall be elected by the entire Active Membership. The other national officers shall be elected by a majority vote of the Board of Directors. If the Executive Vice President is not elected from among the members of the Board of Directors, then the Executive Vice President may not serve more than one (1) consecutive term of office. If the Treasurer is not elected from among the members of the Board of Directors, then the Treasurer may not serve more than two (2) consecutive terms of office.
3. The officers of the Corporation shall reside in any of the fifty (50) states of the United States of America. Each officer shall attend all meetings of the Board of Directors, regardless of whether serving as a Director, but shall have no vote as a Director unless otherwise serving as a Director. The duties of the officers shall be as follows:
a) The PRESIDENT shall be the honorary head of the Corporation and serve in an advisory capacity. The President shall be a voting member of the National Board.
b) The EXECUTIVE VICE-PRESIDENT shall preside at all meetings of the Corporation and of the Board of Directors (regardless of whether the Executive Vice-President shall be a Director) and shall be a member ex-officio, with the right to vote, of all committees except the Nominating Committee as provided by Article VI, Section 1(a), below. The Executive Vice-President shall recommend Committee Chairs, to be confirmed by the Board. The Executive Vice-President shall have the power to appoint members of committees as needed, except those governed elsewhere within the By-Laws, and to call committee meetings and special Board meetings. These appointees shall serve during the Executive Vice-President’s period of office, in accordance with Article VI, Sections 2 and 3. The Executive Vice-President shall carry into execution the will of the Board, shall conduct necessary correspondence, shall have oversight of all Corporation staff, and shall perform such other duties that are necessary and incidental to this office.
c) The SECRETARY shall perform such duties that are customary to the office, including the duty of preparing an annual report summarizing the activities of the Corporation during the preceding year, and the duty of preparing a summary of all policy decisions of the Board which are still in force. This summary shall be sent to all Board members who are entitled to serve for the coming year.
d) The TREASURER shall have charge of all financial matters and shall collect and disburse monies incidental to the normal course of the Corporation’s affairs. At least once a year the Treasurer shall have an audit made by an independent certified public accountant appointed by the Board. At the beginning of each year, the Treasurer shall inform the chapters of the National policy concerning the fiscal relationship between chapters and the National treasury. The chapters’ share of dues shall be computed every six months, as of 6/30 and 12/31 of each year, with payment to the chapters no later than 45 days after the end of each six-month period. In the event that chapter financial reports are not received on a timely basis, as from time-to-time may be determined by the Treasurer with the Board’s approval, the Treasurer may recommend to the Board and the Board may approve that the chapter’s shares be withheld or that the Treasurer or his assignee be placed in charge of the chapter’s finances. The Treasurer shall send a financial report to The Third Degree, for publication in the next newsletter, summarizing the assets and liabilities, revenues and expenses of MWA for the fiscal year as reported on IRS Form 990 or any substitute therefore for the period. This report shall also inform members of their right to see the full form upon request, and how to submit such requests.
e) The CHAPTER PRESIDENTS shall preside at their regional chapter’s meetings and shall have the power to appoint regional committees and to carry out the business of their respective chapters. In addition, a Chapter President is also a member of the National Board of Directors as provided in Article II, Section 1.
f) The PARLIAMENTARIAN shall be ex officio a member of the Bylaws Committee. The Parliamentarian shall approve the form of all motions presented to the Board of Directors and shall advise the Board of Directors from time to time on matters of parliamentary procedure.
g) In the absence of the Executive Vice-President, the Secretary shall preside at the Board meetings. In the absence of the Secretary, the Treasurer shall preside. In the absence of the Treasurer, the Parliamentarian shall preside. In the absence of all four officers, some Board Member designated by the Executive Vice-President shall preside.
4. REMOVAL FROM OFFICE: Should an officer of the Board lose the confidence of the other Directors, that officer may be removed by a two-thirds (2/3) majority vote of the full Board, except that the officer in question shall not vote, nor shall the officer be counted in determining a two-thirds majority of the Board.
5. VACANCIES: Should a position of an officer be vacant for any reason, the Board may fill such vacancy for the remaining term of such officer’s office by a majority vote of the Board of Directors.
ARTICLE IV: MEETINGS
1. (a) There shall be an Annual Meeting of the Corporation in the month of January each year, at which time the annual reports of Officers, Directors, and committees shall be received. The existing Executive Vice-President shall chair the Annual Meeting.
b) At the Annual Meeting of the Corporation, the Board of Directors shall elect the Officers from among the active members of the Corporation (regardless of whether such members are Directors or eligible to serve as Directors but subject to Article III, Section 2). . Upon concluding all “old business,” including such elections, the term of office of the current Officers shall end and those Directors whose terms end at such Annual Meeting shall end, and the new Officers and those Directors whose terms commence at such Annual Meeting shall take office. The balance of the Annual Meeting shall be conducted by the new Executive Vice President.
2. There shall be other regular meetings of the Board throughout the year to conduct the Corporation’s business, at times and places determined by the Executive Vice-President and approved by the Board.
3. At the request of any member of the Board, a roll call vote shall be taken and so recorded by name in the minutes.
ARTICLE V: ELECTIONS
1. The President and Directors-at Large shall be nominated by a Nominating Committee as described in Article VI, Section 1(a) and shall be elected by the Active Members. Regional chapters shall set up their own nominating and election procedures for electing regional officers, but regional elections shall take place after the results of the National election are known and before December 20 of the applicable calendar year. The results of the National election and the regional elections shall be announced to the membership before the end of the calendar year.
2. The Nominating Committee shall:
a) consider geographical, gender and genre diversity when making their recommendations;
b) agree among themselves on a procedure for contacting potential candidates and for informing those candidates of a Director’s duties.
3. Any Active Member in good standing may propose candidates for President or Directors and must file such names with the Nominating Committee no later than September 1. If any such candidate is eligible and is nominated by five or more Active Members, the candidate’s name shall be placed on the official ballot. All accompanying ballot materials must be received by the nominating committee by September 1. Any accompanying ballot materials not received by that date shall not be subsequently included in the ballot mailing.
4. Ballots shall be sent to all Active Members on or before October 18 and be counted no later than November 18 by a counting committee selected by the Nominating Committee. The Chapters shall be informed of the results of the National election no later than November 18 and shall inform Headquarters of the results of Regional Elections no later than December 20.
5. Ballots shall:
a) be accompanied by a sheet which provides a brief description of each candidate’s qualifications and a short position statement by each candidate. (Such descriptions and statements may be edited for length, but not substance, by the Nominating Committee.)
b) have space wherein voting members may write names of candidates not appearing on the ballot.
c) be returned in a sealed envelope to be provided with the ballots. The envelopes shall be opened and the ballots counted as provided for in Section 4 above.
d) be designed so that the voting for candidates for any mid-term vacancies for Directors-at-Large is separated from that for the two-year terms, with each such vacancy’s remaining term of one year clearly stated on the ballot.
6. In the case of a tie between two candidates, the incumbent Board shall decide the winner.
7. Between December 20 and the Annual Meeting, the Nominating Committee shall nominate Officers for the upcoming term and shall submit them in writing to the Board. Newly elected Directors and Officers shall take office during the Annual Meeting as provided in Article IV, Section 1.
a) Minimum criteria for individuals to be nominated for Executive Vice-President, Secretary, and Treasurer are a working knowledge of the Board, a knowledge of the workings and precedents of MWA, previous service on the National Board, or service as a Regional Director, or service as a National Committee Chair for at least one year prior to taking office.
ARTICLE VI: COMMITTEES
1. In order that the business of the Corporation shall not unduly burden individual officers of the Board, there shall be committees to carry out the will of the Board. Among these shall be:
a) A NOMINATING COMMITTEE, to be appointed by the Board, and to consist of two Directors-at-Large and three Chapter Presidents. The Board shall appoint the committee chair. The Executive Vice-President shall not be an ex officio member of this committee. The Nominating Committee shall make recommendations to the Board at the September board meeting for elections of Directors in accordance with Article II, Section 8(b) and Article V, above and shall make recommendations to the Board no later than the Annual Meeting for elections of Officers in accordance with Article V, Section 7, above. Their recommendations for elections of Directors shall be approved by the Board before sending a ballot to the membership.
b) An EDGAR® AWARDS COMMITTEE, headed by a General Awards Chair to be appointed by the Executive Vice-President and approved by the Board, no later than the September board meeting of the appropriate year. (For example: The Board approves an Edgar® Awards Chair for the 2005 Awards which will be given at the Edgar® Awards Banquet in April of 2006. The appointment of the Chair should be done no later than the September 2004 board meeting.) The General Awards Chair will select Edgar® Awards Committee Chairs to carry out the duties set forth in separate guidelines approved by the Board.
c) An EDGAR® AWARDS CRITERIA COMMITTEE chaired by the current General Awards chair including the immediate past General Awards chair, three past Edgar® judges and two current Board members.
d) An EDUCATION COMMITTEE, headed by a Committee Chair to be appointed by the Executive Vice-President and approved by the Board. The Education Committee shall oversee the MWAU operations and planning. The Education Committee shall oversee the Edgar® Symposium operations and planning. The Education Committee shall participate and be involved in the planning of all MWA educational events. Especially in support of chapter educational events.
e) An OPERATIONS AND PERSONNEL COMMITTEE, appointed by the Executive Vice-President and approved by the Board, which shall be responsible for all personnel matters and operational issues.
f) A MEDIA AND PUBLIC RELATIONS COMMITTEE, headed by a Committee Chair appointed by the Executive Vice-President and approved by the Board. The Committee Chair shall select a committee as needed.
g) A CONTRACTS AND GRIEVANCES COMMITTEE, headed by a Committee Chair appointed by the Executive Vice-President and approved by the Board. The Committee Chair shall select a committee as needed. This committee is charged with providing all feasible help and advice when contractual problems with publishers or agents are brought to its attention by an individual member. All actions involving the Corporation must be approved by the Board.
h) A LEGISLATIVE COMMITTEE, headed by a Committee Chair appointed by the Executive Vice-President and approved by the Board. The Committee Chair shall select a committee as needed. This committee is charged with bringing to the Board’s attention any pertinent or pending legislation affecting the goals of the Corporation and its members, and shall recommend what action, if any, is to be taken.
i) A THIRD DEGREE COMMITTEE, headed by a Committee Chair appointed by the Executive Vice-President and approved by the Board. The Committee Chair shall select a committee as needed. This committee is charged with setting standards, directives and goals for the Corporation’s newsletter, whose editor shall be a member of this committee.
j) A PUBLICATIONS COMMITTEE, headed by a Committee Chair appointed by the Executive Vice-President and approved by the Board. The Committee Chair shall select a committee as needed.
k) A BY-LAWS COMMITTEE, appointed by the Executive Vice-President and approved by the Board, which shall work to ensure conformity and consistency with the by-laws and with the purposes of the organization, and to avoid possible conflict with other policies and procedures already established. When a motion is made to change a by-law or to establish new policies or procedures, this committee shall review and research any past precedents on the subject and may confer with counsel for proper wording of a written report and recommendation to be submitted to the Board at the next scheduled meeting.
l) A MEMBERSHIP COMMITTEE, headed by a Committee Chair appointed by the Executive Vice-President and approved by the Board. This committee is charged with identifying and encouraging potential new members to join the organization, increasing benefits of membership, fostering an increase in membership renewals, and assisting the Board in the establishment of membership policies and procedures.
m) Other committees as the Executive Vice-President or the Board shall appoint and approve.
2. With the exception of (b), (c), and (d) above, the chairs of the committees shall serve until the Executive Vice-President appoints a successor.
3. The General Awards Chair, the Banquet Committee Chair and the Symposium Chair [(b), (c), and (d) above] and their committees shall serve until the conclusion of the special events for which they were appointed.
4. All committees shall make regular and timely reports to the Board.
5. So that an orderly and informed succession of duties may ensue, each Committee Chair shall maintain a simple chronological log of decisions taken and policies implemented by that committee. A copy of that log shall be filed yearly with Headquarters and a second copy shall be passed on to the Chair’s successor.
ARTICLE VII: SEAL
1. The seal of the corporation shall be the one adopted by the Board of Directors at its first meeting.
ARTICLE VIII: REGIONAL CHAPTERS
1. The Board of Directors shall authorize Regional Chapters. Such chapters must consist of a minimum of 20 members, 15 of whom are Active.
2. The officers of a Regional Chapter shall carry on their business in a manner consistent with these By-Laws, and subject to the rules and regulations of the Board of Directors.
a) Henceforth, the head of a Regional Chapter shall be titled “Chapter (or Regional) President” and that title must be used in full on all correspondence or when speaking of that officer. The title “President,” when used alone, is reserved to the National President
3. Regional Chapters shall receive a prorated share of National dues based on the number and status of their members, in accordance with Article III, Section 3(d) above.
4. Regional Chapters that require additional funds shall submit an itemized budget to the National Treasurer prior to the expending of those funds. Subject to the approval of the Board, the Treasurer shall pay out such approved sums as promptly as is consistent with financial responsibility. In case of emergency, the Treasurer may, upon consultation with the Executive Vice-President, pay out sums up to the limit set by the Board of Directors.
5. Each Chapter shall submit an annual Treasurer’s report to MWA at the Annual Meeting. Each chapter shall also submit such other reports concerning their operations and finances as may from time to time be requested by the Treasurer.
6. The full Board of Directors shall be empowered to dissolve any Regional Chapter for good cause, but any such dissolution shall require a three-fourths (3/4) majority vote of the full Board.
ARTICLE IX: BY-LAWS
These By-laws may be amended, repealed, or altered in whole or in part at any time by a majority vote of the active members.
Amended as of December 2012