BYLAWS

BY-LAWS OF WESTERN STATE UNIVERSITY LAW REVIEW ASSOCIATION, INC.

A CALIFORNIA NON-PROFIT CORPORATION

I. Name. The name of this organization is Western State University Law Review Association, Inc. (“Association”).

II. Purpose. The primary purposes of the Association are to publish and distribute the Western State University Law Review (“Review”), a scholarly journal of outstanding legal scholarship recognized throughout the local and national legal community. The Review will focus on California law or Federal law which has a direct impact on California law and provides an informed analysis on California-related legal issues. Additionally, the Association has the discretion to select and publish articles in the Review that the Board (as defined in Section III.B.) deems to have significant value to the legal community, whether or not there is an impact on California law.

III. Governing Structure of the Association

A. Editor-in-Chief. The Editor-in-Chief, as the executive officer of the Association, presides over the Executive Board, and supervises and directs all affairs of the Association.

B. Executive Board. The Executive Board (“Board”) is the governing body of officers of the Association, and as a minimum, consists of five positions, one of which must be the Editor-in-Chief. The remaining positions of the Executive Board are: Managing Editor, Outside Articles Editor, Student Writing Editor, Year-in-Review Editor, Business Editor, Symposium Editor, Marketing Editor, and Media Editor or whatever title the Editor-in-Chief selects, plus any other positions as deemed necessary by the Editor-in-Chief.

C. Association Membership. The Association Membership (“Members”) consists of the entire active membership of the Association, as defined under Article V.A.

IV. Officers of the Association

A. Editor-in-Chief

1. DUTIES

a. The Editor-in-Chief is responsible for the overall management and administration of the Association and all phases of the production and distribution of the Review. The Editor-in-Chief may delegate responsibilities as necessary to accomplish the purpose of the Association.

b. The out-going Editor-in-Chief shall be responsible for training the in-coming Editor-in-Chief in the procedures for editing and publishing the Review.

2. QUALIFICATIONS. The Editor-in-Chief upon assuming office must:

a. Be an active Association Member;

b. Be a student in good standing at Western State University College of Law;

c. Have sufficient time remaining before graduation to serve his or her term.

3. ELECTION

a. The Association shall conduct an election for Editor-in-Chief annually on a date and time set by the Board according to the following process:

i. The Editor-in-Chief shall notify all Association Members of the upcoming election for Editor-in-Chief and provide all Members with the qualifications for candidacy and the procedure for submitting applications.

ii. Any Member who desires to run for Editor-in-Chief must submit an application to the Editor-in-Chief by the date determined by the Board, and no later than ten days before the election meeting.

iii. The Editor-in-Chief shall give written notice to each Member of the time and place of the election meeting no later than ten days before the election meeting. The Editor-in-Chief shall include in this written notice copies of the applications submitted by candidates for the position of Editor-in-Chief.

iv. The Editor-in-Chief shall convene a meeting of the Association Membership to elect the new Editor-in-Chief.

v. A majority of the current Association Membership must be present at the election meeting for a quorum. If a quorum is not present at the meeting, the meeting will be postponed for one week.

b. The Voting Process:

i. Secret Ballot: Voting will be by secret ballot and by the “instant runoff” method. The ballot will contain the names of all candidates for the position of Editor-in-Chief.

ii. Absentee Ballots: The Editor-in-Chief shall make absentee ballots available and accept absentee ballots in a manner determined by the Executive Board unless, prior to the election meeting, a majority of the Association Membership votes to disallow absentee ballots. All ballots made available must be in identical form. The Executive Board shall ensure the confidentiality of absentee ballots is maintained.

iii. Counting: The Editor-in-Chief and at least one other member of the Executive Board, as determined by the Executive Board, shall count the votes.

iv. Instant Run-off Process: Voters will be permitted to rank the candidates in order of preference. Initially, the first choice marked on each ballot shall be counted. The candidate receiving the majority of first choices is elected Editor-in-Chief. If no candidate receives a majority of first choices, additional rounds of counting will take place. In the additional rounds of counting, the candidate receiving the fewest number of votes will be eliminated. Ballots indicating a first preference for an eliminated candidate will then be counted as votes for the next highest ranked candidate on the ballot. At each stage of ballot counting, if any candidate received a majority of votes, that candidate shall be declared the winner. In the event of a tie, where more than one candidate received the fewest number of votes, the tie will be broken by a tie-breaking runoff. A tie-breaking runoff shall consist of a count of every ballot with each ballot counting as a vote for the highest ranking of the tied candidates. The candidate receiving the fewest votes in the tie-breaking runoff shall be eliminated. In the event every tied candidate receives the same number of votes, one candidate shall be eliminated randomly.

v. Voter Error

i. A ballot shall not be counted if more than one candidate is ranked equally and every candidate who is ranked higher than the equally ranked candidates have been eliminated and more than one of the equally ranked candidates have not been eliminated. Such a ballot shall be counted if the above elements are not met in subsequent rounds.

ii. A ballot shall not be counted if every ranked candidate has been eliminated.

iii. If a ballot skips one or more numbers in ranking candidates, then the ballot shall be counted as if the candidates had been ranked sequentially.

iv. If a ballot is marked with a symbol indicating general approval, such as a checkmark or X, without indicating order of preference, that symbol will be treated as a ranking of “1,” unless one or more other candidates are properly ranked. If one or more other candidates are properly ranked on a ballot indicating general preference, the indication of general preference shall be treated as a ranking immediately that best approximates the expressed desire of the voter. For example, on a ballot with candidates ranked “X,” “2,” and “3,” the “X” would be treated as a “1.” On a ballot with candidates ranked “1,” “2,” “X,” the “X” would be treated as a “3.” If there is any reasonable doubt as to the desire of the voter, the symbol shall be treated as a ranking immediately below all other ranked candidates.

v. Except as indicated above, if those counting the votes cannot agree as to ballot interpretation, the Executive Board by majority vote shall be the final judge. In all cases not specifically provided for above, those counting votes shall endeavor to give full effect to the manifested intent of the voter.

4. VACANCY IN POSITION OF EDITOR-IN-CHIEF.

a. If there is a vacancy in the Editor-in-Chief position, an individual shall temporarily serve as acting Editor-in-Chief in the following order of succession: Managing Editor, Articles Editor, Student Writing Editor, Business Editor, other Executive Board member as selected by the Faculty Advisor(s), other Association Member as selected by the Faculty Advisor(s).

b. The acting Editor-in-Chief must then convene a meeting of the Association Membership within thirty days to elect a new Editor-in-Chief. If there are less than thirty (30) days remaining in the Spring semester, the acting Editor-in-Chief will serve the remainder of the term.

5. TERM. The Editor-in-Chief shall serve a one-year term that begins after the last day of Spring semester finals and ends the last day of finals the following Spring semester.

B. Executive Board

1. MEMBERS. After consulting with the out-going Board, and reviewing the past performance of the Association Members, the Editor-in-Chief elect shall select a minimum of five Board officers. Unless the Editor-in-Chief determines otherwise, the default titles of the Board officers are the following:

a. Managing Editor

b. Outside Articles Editor

c. Student Writing Editor

d. Year-in-Review Editor

e. Business Editor

f. Symposium Editor

g. Marketing Editor

h. Media Editor

2. QUALIFICATIONS. The Board members shall possess the same qualifications as the Editor-in-Chief.

3. GENERAL DUTIES. The Board will be responsible for assisting the Editor-in-Chief in running the day-to-day operations of the Association. The Editor-in-Chief may delegate specific duties and responsibilities to be carried out by the Board as necessary. The Board may remove members from the Association according to the grounds and procedures established in Article V.A.4 by majority vote.

4. EXECUTIVE BOARD POSITIONS.

a. The following position titles and job descriptions are default positions. The Editor-in-Chief may alter these job titles and job descriptions at his or her discretion.

b. Managing Editor. The Managing Editor, under the direction of the Editor-in-Chief, is responsible for the substantive quality of the Review and oversees the publication process to ensure the timely publication of the Review. The Managing Editor must have performed substantive written work of the highest caliber in the Association and shall have the technical and administrative capabilities necessary for managing the publication process from article submission through publication and delivery of the Review, including cite checking, compiling and technical editing.

c. Outside Articles Editor. The Outside Articles Editor, under the direction of the Editor-in-Chief, is responsible for soliciting articles from outside authors and ensuring publishable articles are delivered to the Managing Editor for timely publication. The Outside Article Editor shall review all articles submitted by outside authors for scholarly content and substantive quality and interact with outside authors as necessary throughout the editorial process. The Outside Article Editor shall also work closely with the faculty and alumni of Western State University College of Law to encourage submissions of articles to the Association.

d. Student Writing Editor. The Student Writing Editor, under the direction of the Editor-in-Chief, is responsible for all student articles and oversees the member writing process. The Student Writing Editor is also responsible for administering the Write-On Competition(s).

e. Year-in-Review Editor. The Year-in-Review Editor, under the direction of the Editor-in-Chief, is responsible for choosing from several recently decided California and/or Federal opinions, preferably of the highest Court, and oversee the writing and editing of Year-in-Review Briefs by designated Law Review Members for incorporation into the Law Review Journal. The Year-in-Review Editor will also be responsible for preparing a special “courtesy publication” for local practicing attorneys pertaining to particular fields of law.

f. Business Editor. The Business Editor, under the direction of the Editor-in-Chief, is responsible for the business operations of the Association, including all financial and administrative requirements. The Business Editor shall monitor and control the receipt and disbursement of Association funds and provide monthly status reports of the Association’s finances to the Editorial Board.

g. Symposium Editor. The Symposium Editor, under the direction of the Editor-in-Chief, is responsible for coordinating WSU’s annual Symposium. The Law Review editorial board shall select a topic, invite notable speakers to present information about the topic, and orchestrate a question/answer time of dialogue between the panel and the audience. The Symposium Editor is charged with the duty of organizing the event, overseeing its completion, and delegating tasks to the Symposium Writers. The Symposium Editor also attends Editorial Board meetings and helps tech-edit the annual Law Review Journal.

h. Marketing Editor. The Marketing Editor, under the direction of the Editor-in-Chief, is responsible for employing various marketing strategies in an attempt to obtain and maintain subscriptions to the journal. These strategies include, but are not limited to, advertising, sending invoices, keeping subscription lists updated by noting changes of address and cancellations, satisfying subscriber claims, obtaining donations and maintaining donor lists, printing award certificates, and invoicing Supreme Court Library.

i. Media Editor. The Media Editor, under the direction of the Editor-in-Chief, is responsible for the development and maintenance of the Law Review’s website. This includes, but is not limited to, developing website content, ensuring that the content is up-to-date, and that all functions of the website are operational (merchant services, email accounts, etc.).

5. REMOVAL OF EXECUTIVE BOARD MEMBERS. Board Members serve at the discretion of the Editor-in Chief and may be removed at any time by the Editor-in-Chief.

6. VACANCY OF EXECUTIVE BOARD MEMBERS. The Editor-in-Chief shall appoint a qualified Member to fill any vacancy in an Executive Board position for the remainder of the term.

7. TERM. The term of service for Board Members in the positions listed above ends on the last day of the Spring Semester.

C. Additional Board Positions. The Editor-in-Chief may create other Board positions as deemed necessary. Qualifications are the same as other Board members. The Editor-in-Chief shall set the term of service for additional Board positions.

D. Additional Non-Board Positions. The Editor-in-Chief may also create other non-Board positions as deemed necessary. Qualifications are the same as other non-Board members. Examples include, but are not limited to:

1. Senior Tech Editors. Senior Tech Editors’ responsibilities include

proofreading, cite and source checking, and technical edits of articles.

2. Senior Student Writer. Senior Student Writers’ responsibilities include assisting student writers in topic selection, outlining, and general formatting for student writer article submissions.

3. Lead Articles Editor. Lead Articles Editors’ responsibilities include both cite and source checking and compiling the cite checking of tech editors.

4. Senior Outside Articles Member. Senior Outside Articles Members’ responsibilities including assisting the Outside Articles Editor in the review of outside article submissions.

E. Recusal. No Executive Board Member, including the Editor-in-Chief, shall participate in the process of making a decision in which the Executive Board member has a personal interest distinct from the collective interest of the Association. Such decisions include, but are not limited to:

1. Decisions in which the Executive Board Member has a financial interest;

2. Decisions concerning publication of an article authored by the Executive Board Member;

3. Decisions relating to the Editor-in-Chief election process (but not the election, and not by-law votes) where the Executive Board Member is a candidate.

V. Association Membership

A. Association Members

1. ELIGIBILITY. An Association Member must be a currently enrolled student at Western State University College of Law. All qualified persons who meet the requirements of Article V.B. will be eligible for membership in the Association.

2. VOTING RIGHTS. All Members are eligible to vote on any matters of the Association.

3. INACTIVE STATUS. Association Membership may be temporarily suspended for one semester at the request of an Association Member or because he/she is placed on academic probation. If after one semester of inactive status the person on inactive status fails to notify the Editor-in-Chief of his/her return to active status or remains on academic probation, then the person on inactive status will be permanently removed from the Association Membership. Individuals on inactive status do not have any rights or privileges of membership, but are free to attend general meetings as observers.

4. REMOVAL OF AN ASSOCIATION MEMBER.

a. Criteria for Removal or Termination. Membership in the Association is a privilege and may be terminated at any time for unsatisfactory performance. Unsatisfactory performance is defined as failing to satisfy any membership obligations, failing to act in a professional manner, or acting in any manner that is inconsistent with continued membership in the Association. Examples include, but are not limited to, failure to meet deadlines for submission or completion of assigned tasks, submission of unacceptable work, failure to attend mandatory meetings, missing assignments, failure to communicate with supervising Members, failure to follow directions, and any other reason the Board may deem sufficient to warrant removal by a majority vote.

b. Process for Removal

i. Reporting. If any Member determines that another Member is performing in an unsatisfactory manner, is conducting him or herself in an unprofessional manner, or the Member is acting inconsistent with membership in of the Association for any other reason, the Member shall report such information to the Editor-in-Chief within 5 days.

ii. Investigation. The Editor-in-Chief shall then consult with the accused Member to investigate the nature of the problem, and attempt to reach an amicable and satisfactory resolution to the problem.

iii. Warning. If a satisfactory resolution is not achieved within 7 days, the Editor-in-Chief and the Board may, in their own discretion, send the accused Member a written warning identifying the problem and identifying actions to be taken. The written warning is not appealable.

iv. Removal. If a satisfactory resolution is not achieved after written notice is provided, the Editor-in-Chief will convene an Executive Board meeting to determine if that Member should be removed from the Association. The Board shall provide the Member with notice and opportunity to be heard by the Board within 7 days prior to a vote on removal. An Association Member may then be removed by a majority vote of the Board. The decision of the Board may be appealed to the Faculty Advisor.

c. Termination for Violation of Laws or Regulations. If a Member has violated any law or regulation governing the Association, Western State University, the State of California, or the United States, constituting moral turpitude, that Member shall be removed from the Association. If the Board becomes convinced that a Member has committed a violation of laws or regulations as described in this section, the Board shall provide the Member with notice and opportunity to be heard by the Board prior to a vote on removal. An Association Member may then be removed by a majority vote of the Board. Upon removal under this section, the Association shall petition the school to make a notation on the student’s transcript indicating that student was removed from the Association for cause. The decision of the Board may be appealed to the Dean of Western State University College of Law. The Editor-in-Chief may not be removed as a member of the Association in this manner unless he/she has first been removed from office in the manner defined in Article V.A.5. of these bylaws.

5. REMOVAL OF EDITOR-IN-CHIEF

a. Procedure. Upon submission to the Managing Editor of a petition for removal containing the signatures of 40% of the total Association Membership, the Managing Editor shall call a special meeting for the purpose of discussing removal of the Editor-in-Chief and distributing ballots to the full Membership. At this special meeting, the Editor-in-Chief will be given an opportunity to be heard. No later than three (3) days after the meeting, the Managing Editor shall mail to every Member a ballot along with a self-addressed, stamped envelope addressed to the Faculty Advisor. A two-thirds vote of the Association Membership is required to remove the Editor-in-Chief. One (1) week after the mailing, the Managing Editor will tabulate the results and announce the decision.

b. Once a petition to remove the Editor-in-Chief has been submitted, no member of the Executive Board shall be appointed or removed, and no member of the Association shall be removed, until the Members have voted on removing the Editor-in-Chief and the results have been announced.

B. Membership

1. INVITATIONS TO BECOME A MEMBER

a. The Editor-in-Chief shall invite all qualified students to become members in the Association no later than ten days before the last day to add/drop classes for the following semester.

b. Unless otherwise excepted, full time students shall receive an invitation at the end of any Spring Semester where they have at least the required minimum number of units (30) and their cumulative grade point average is above 3.0.

c. Unless otherwise excepted, part time students shall receive an invitation to join at the end of any spring semester wherein they both have the required number of units (18 units) and have at least the required minimum cumulative GPA of 3.0.

d. Invitations to become a member shall be mailed to the address on record with the school. The Editor-in-Chief shall establish the deadline in which students must respond to the invitation. Failure to respond to the invitation by the established deadline will act as a rejection of the invitation.

e. Invitations to participate in the write-on competition shall be emailed to students using their WSU email account. The Editor-in-Chief shall establish the deadline in which the student must respond to the invitation. Failure to respond to the invitation by the deadline established will act as a rejection of the invitation.

2. QUALIFICATION FOR MEMBERSHIP. A student is qualified to become a Member in the Association if all of the following are met:

a. THE UNIT REQUIREMENT: The student must either have completed 18 or more units at Western State University College of Law or have transferred to Western State University College of Law and have completed at least 9 units at Western State University College of Law.

b. THE GRADE REQUIREMENT. The student must have a cumulative grade point average of at least 2.5.

c. THE WRITE-ON COMPETITION. If the student has a cumulative grade point average of less than 3.0, the student must successfully complete the Write-on Competition. The Board shall determine the format of the Write-on Competition. The Write-on Competition must be devised so as to evaluate the student’s writing and editing skills. The Board shall determine whether a student has successfully completed the Write-on Competition by majority vote. Students with cumulative grade point averages of 3.0 and above are not required to take part in the Write-on Competition.

i. Criteria. The Board may evaluate the write-on papers based on, but not limited to, the overall totality of the paper taking into account: (1) the writers’ ability to identify the problem; (2) whether the writer took a position; (3) whether the writer made a proposal and whether there was support for such proposal (4) organization and structure; (5) whether mechanics were followed; (6) grammar and clarity; (7) citations.

ii. Process. The Write-On Competition will be conducted through a blind number system as to ensure anonymity. The Board will evaluate the papers based on the specified criteria as the Board sees fit. The criteria will be disclosed to the student competitors upon receiving the competition document(s). Each Board member will grade the paper, producing a number rank of 1-10, 10 being the highest. The individual tallies will be averaged to create a final score. All final scores will be submitted to the Editor-in-Chief. The Board, taking into account all tallies, additional writing samples that may have been submitted, personal statements, and grades, will make the final determination by a majority vote.

d. ACCEPTANCE. The student who is invited to become a Member in the Association must accept the invitation within the period and in the manner prescribed by the Editor-in-Chief.

e. MEMBERSHIP AGREEMENT. All new association members must agree, prior to being admitted on to the law review, to the terms contained in these bylaws and any membership agreement that may be attached to the membership application

f. MEMBERSHIP DUES. Each association member must pay membership dues: (1) upon joining the law review, and (2) for each subsequent school year they are an association member.

i. UPON JOINING THE LAW REVIEW:

i. FALL MEMBERS: For association members who join the law review in the fall semester, membership dues of ninety-dollars ($90) will be due at the beginning of the semester.

ii. SPRING MEMBERS: For association members who join the law review in the spring semester, membership dues of forty-five dollars ($45) will be due at the beginning of the spring semester.

ii. SUBSEQUENT SCHOOL YEAR:

i. Each association member, regardless of when they joined, must pay membership dues of ninety-dollars ($90) for each subsequent school year as an association member.

iii. FAILURE TO PAY DUES: If an association member willingly fails to pay the requisite dues, he or she will not be admitted on to the law review.

iv. REIMBURSEMENT OF DUES: Each association member, however, may be reimbursed his or her membership dues if a certain number of subscriptions are sold by the member. Such reimbursement shall be made in a manner to be determined by the Executive Board

g. WRITING REQUIREMENT. To qualify for upper division writing requirement credit, Member must comply with WSU’s current Upper Division Writing Requirement guidelines.

3. PUBLICATION. The Board will determine by a majority vote whether any Member article will be published in the Review.

VI. Review Publication

A. Publishable Articles

1. The Review can focus on California law or a National law topic.

2. The Review can focus on, and may select and publish, articles in the Review that the Board deems:

a. To have a significant value to the legal community

b. To present a topic with a proposal that is

i. Novel;

ii. Contributing to the legal community; or

iii. Having any other value the board deems fit

3. The Review reserves the right to select and publish articles in the Review that the Board deems fit for publication.

B. Limitation on Length of Articles

1. The Review should strive to publish articles under 25,000 words in length, including text and footnotes.

2. The Review may not publish articles exceeding 30,000 words in length, except in extraordinary circumstances.

3. The Review may not publish articles less than 9,000 words in length, including text and footnotes, except in extraordinary circumstances.

VII. Association Meetings

A. Executive Board Meetings

1. The Editor-in-Chief may call Board Meetings as necessary to carry out the Board’s duties according to these By-laws.

2. An Executive Board meeting to decide any Association matter must have a quorum present consisting of a majority of the Board Members. A majority vote by the Board Members in attendance is necessary to approve any Association matter considered by the Board.

3. The Editor-in-Chief shall preside over Board meetings. In the Editor-in-Chief’s absence, the Managing Editor shall preside over the meeting.

4. The Faculty Advisor will be advised of Board meetings and may speak on behalf of Western State University College of Law to advise the Board. The Faculty Advisor will not have a vote on the Board.

B. General Association Meetings

The Editor-in-Chief shall establish at the beginning of each semester general Association meeting dates during the semester. General meetings shall be open to all current Members.

C. Special Association Meetings

The Editor-in-Chief or Board may call special meetings as deemed necessary. Special meetings shall be open to all current Members. Unless otherwise provided in these By-laws, notice of a special meeting must be provided to the Association membership at least seven (7) days prior to the meeting. A majority of the Association Membership shall constitute a quorum for the purposes of any Association business. Unless otherwise provided in these By-laws, a quorum must be present and any Association matter to be decided must be approved by a majority of Members present and voting. The Faculty Advisor will be advised of any special meetings.

D. Mandatory Meetings.

The Editor-in-Chief and/or the Board may decide that certain meetings are mandatory for all members in order to run an efficient Review. Mandatory meetings are defined as meetings called by the Editor-in-Chief or any department head. All members are required to attend such mandatory meetings. There will be no more than 2 mandatory meetings called by the Editor-in-Chief per semester. The Editor-in-Chief may excuse a member from a mandatory meeting if the Member requests to be excused and the Editor-in-Chief determines that sufficient notice was given as to both time and reason. The Member may appeal the decision of the Editor-in-Chief, at which time the remaining members of the Board will vote on whether to overturn the decision of the Editor-in-Chief. The decision of the Board is a final decision and cannot be appealed further. Failure to attend any mandatory meeting without an excused absence could result in subjecting the member to the removal procedures in Section V(5).

VIII. Funds

A. All Association funds shall be kept in a separate Association account at a financial institution to be determined by the Board.

1. The Editor-in-Chief or Business Editor must sign all checks disbursing funds unless delegated to another Board Member.

2. Both the Editor-in-Chief and Business Editor must sign cash withdrawals from checking or savings accounts.

3. The Executive Board must approve all non-recurring expenditures of more than $200.

B. Financial records shall be maintained at the Association’s office and shall be kept current by the Business Editor. The Business Editor shall be responsible for insuring the preparation of any income tax returns and other state corporate legal requirements. The Business Editor shall prepare a statement of financial status at the end of his or her term of office and shall cooperate as necessary to transfer financial responsibility to the in-coming Business Editor.

C. The Association’s fiscal year shall run from January 1 through December 31.

D. At each General Association Meeting, the Business Editor shall make available to all members of the association a written report of the current amount of funds held by the Association, a summary of revenues and expenditures since the last report, a summary of accounts receivable and accounts payable, and an itemization of all expenditures since the last report of more than $200.

IX. Academic Credit. Members will receive academic credit in accordance with the policy established by Western State University faculty.

X. Relation With Western State University College of Law

A. A Faculty Advisor appointed by the Dean of Western State University College of Law shall serve as the school’s advisor to the Association. The Faculty Advisor will have the opportunity to review and comment on all materials proposed for publication by the Association.

B. The Association and all its activities shall be subject to the policies of Western State University College of Law regarding student activities in general, and the Association in particular.

XI. Meeting Procedure. Meetings of the Association are generally conducted informally. In any decision-making meetings of the Association, Roberts Rules of Order (most current edition) shall be the parliamentary authority for the conduct of such meetings if any Member so requests.

XII. Amendment. The By-laws may be amended only according to the following procedure:

A. Proposing Amendments. Amendments to the By-laws may be proposed by submitting a written copy of the proposed amendment signed by at least three Members of the Association to the Editor-in-Chief. The language of the proposed Amendment must be provided to the Editor-in-Chief in electronic format.

B. Notification of Proposed Amendments. Within 48 hours of receiving the proposal, the Editor-in-Chief shall provide written notification to all Members of the language of the proposed amendment and the date of the meeting to vote on the proposal, which meeting must be at least 14 days after the notification is sent.

C. Amendment Meetings. If the proposal to amend the By-laws is received by the Editor-in-Chief at least 16 days prior to the next scheduled General Meeting, the proposal shall be voted on at the next scheduled General Meeting. If the proposal is received less than 16 days prior to the next scheduled General Meeting, the proposal may be voted on at the following scheduled General Meeting or at a Special Meeting, as determined by the Board.

D. Quorum and Voting. Fifty percent plus one of the current Association Membership must be in attendance to constitute a quorum. Two-thirds (2/3) of the Association Membership present and voting is required to amend the By-laws. Absentee ballots shall be made available and accepted in a manner determined by the Executive Board unless, prior to the vote, a majority of the Association Membership votes to disallow absentee ballots. All ballots made available must be in identical form. The Executive Board shall ensure the confidentiality of absentee ballots is maintained.

E. Modification of Amendments. Proposed Amendments may be modified at the meeting by majority vote. If a proposed amendment to the By-laws is modified at the meeting, it can be voted on at the meeting without an additional 14 days notice to all Members. No new By-law amendment can be voted on at the meeting without the required notice.

 

 

 

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