2019 Updated Bylaws

I. Name and Purposes

I. 1.  Name.  The name of this non-profit corporation shall be the Washington Acupuncture and Eastern Medicine Association, referenced in these bylaws as the Association or WAEMA. The term “Eastern Medicine” includes and also refers to practitioners of “Acupuncture,” “Oriental Medicine,” “Chinese Medicine,” and “East Asian” medicine.

I. 2. Purposes.  The Association was formed for the following purposes:

(a) To provide an informational and supportive network for Eastern Medicine practitioners and serve as a representative of practitioners in the state of Washington;

(b) To assist in establishing, promulgating and upholding standards of professional education, practice, and ethics;

(c) To promote equitable statutes and regulations relating to Eastern Medicine.

(d) To offer support and guidance for students, education and training programs, and Eastern Medicine research;

(e) To provide a forum for sharing of professional knowledge;

(f) To educate the general public and other health care professions regarding the nature and scope of Eastern Medicine;

(g) To support and collaborate with national and state professional organizations of Acupuncture, Eastern Medicine and similar health care associations.

(h) To encourage the integration of Eastern Medicine services with the services of allied health professions and within health care settings around the state.

II. Offices

The principal office of the Association shall be located at its principal place of business or such other place as the Board of Directors (“Board”) may designate. The Association may have such other offices as the Board may designate or as the business of the Association may require from time to time.

III. Membership

III. 1. Classes of Members. The Association shall initially have two classes of members - Professional members and Associate members.  Additional classes of members, the manner of election or appointment of each class of members, and the qualifications and rights of each class of members may be established by amendment to these Bylaws.

III. 2. Membership Qualification

(a) Professional members must practice or reside in Washington State and must maintain a Washington State license to practice Eastern Medicine, as that term is referenced in these by-laws. Once a member has a Washington State license, they no longer qualify for an Associate membership, unless they surrender their license, thereby surrendering their ability to vote.

(b) Associate members must be:

(i) A student currently enrolled in a school accredited by the Accreditation Commission for Acupuncture and Oriental Medicine (ACAOM);

(ii) A health care professional maintaining a Washington State license, other than an Acupuncture or Eastern Medicine license, that includes acupuncture services within the licensed scope of practice;

(iii) An educational institution providing acupuncture, East Asian, Chinese or Eastern Medicine training or education;

(iv) A person or an organization engaged in the business of selling products or services to professional members of the Association;

(v) A person licensed in a state other than Washington to provide acupuncture or Eastern Medicine services; or

(vi) A person who once held but no longer holds a professional license to provide acupuncture or Eastern Medicine services.

III. 3. Member Rights

(a) Professional members have the right to vote for Directors of the Board and on matters submitted to a vote of the members by the Board. Professional members may serve as executive officers and may be elected to serve as a Director on the Board. A Professional member is entitled to one vote for each Director and one vote upon each matter submitted to a vote by the Board.

(b) Associate members do not have voting rights and cannot serve as executive officers of the Association or as Directors of the Board.

III. 4. Membership Terms and Conditions.

(a) Individuals and organizations who wish to become members of the Association must apply for and be approved by the Board or its designee in accordance with the policies and procedures approved by the Board.

(b) Each membership term begins upon the date the member’s application is approved and expires one-year later unless membership has been renewed or terminated in accordance with policies and procedures approved by the Board.

(c) As a condition for obtaining and retaining membership, each member must agree to be bound by and remain in compliance with Association bylaws, Board approved policies and procedures, and the Association’s Code of Ethics. 

IV.  Meetings

IV. 1.  Annual Meeting.  An annual meeting of the members must be held in the spring of each year in or around the month of May for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the annual meeting is not held on the designated month, the Board must set a new meeting to be held as soon as may be convenient.

IV. 2.  Special Meetings.  The President, the Board, or not less than fifty percent of the members entitled to vote at such meeting, may call special meetings of the members for any purpose.

IV. 3.  Emergency business meetings.  The Board may call an emergency business meeting necessary for Association operations upon a minimum of two weeks’ notice given to each voting member of the Association that includes a description of the purpose and need for such emergency meeting.

IV. 4.  Place of Meetings.  All meetings of members must be held at the principal office of the Association or at such other place within or without the State of Washington designated by the President, the Board, or by the members entitled to call a special meeting of members. 

IV. 5.  Telephonic Participation.  Association members may participate in a meeting of members by means of a conference telephone or similar communications equipment by which everyone participating in the meeting can hear each other at the same time. A member’s participation by such means constitutes the member’s presence in person at a meeting.

IV. 6.  Quorum.  A majority of voting members present at a meeting and or online voting, of the Association and consisting of at least 11 percent of the total number of voting members, represented in person [or by proxy as permitted], constitutes a quorum at a meeting of the members. If less than a quorum of the members entitled to vote is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice.

V.  Manner of Acting and Voting

V. 1.  Manner of Acting.  

The vote of a majority of the votes entitled to be cast by the members represented in person [or by proxy as permitted] at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by Washington law, the Articles of Incorporation or these Bylaws.

V. 2.  Electronic Voting.  The Board allows procedures to permit voting through electronic means to the extent the Board can ensure the security and validity of member voting.

V. 3.  Proxies.  The Board may permit member voting by proxy in accordance with policies and procedures adopted by the Board. If permitted by the Board, a proxy must be executed in writing by the member or by his or her attorney in fact and filed with the Association before or at the time of the meeting. No proxy is valid eleven months after the date of its execution unless otherwise provided in the proxy. 

VI.  Member Notices and Communication 

VI. 1.  Notice of Meetings.  The Association President, Secretary or Board must ensure the provision of adequate notice to each member entitled to notice of or entitled to vote at the meeting, either personally, by mail, or by electronic transmission, not less than ten nor more than fifty days before the meeting, written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.  

VI. 2.  Member Requested Notice.  Upon the written request of not less than sixty percent of the members entitled to vote at the meeting, the Secretary must ensure notice of a special meeting of members to be held at such date, time and place as the Secretary may fix, not less than ten nor more than thirty five days after receipt of such written request, and if the Secretary neglects or refuses to issue such notice, the person or persons making the request may do so and may fix the date, time and place for such meeting. If such notice is mailed, notice is deemed delivered when deposited in the official government mail properly addressed to the member at his or her address as it appears on the records of the Association with postage prepaid.

VI. 3.  Electronic Transmission.  The Association may deliver to a member notices, demands, consents or waivers by electronic transmission. Such member has consented to receive such electronically transmitted communications when joining the association. The consent must designate the message format accessible to the member and the address, location or system to which the notices or other document may be electronically transmitted.  Notice provided in an electronic transmission is effective when:

(a) It is electronically transmitted to an address, location, or system designated by the recipient for that purpose, and is made in accordance with the consent provided by the recipient; or

(b) It has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.

VI. 4.  Waiver of Notice.  Whenever any notice is required to be given to any member under the provisions of these Bylaws, the Articles of Incorporation or Washington law, a written waiver of the notice, signed by those entitled to notice, whether before or after the time required for notice, is deemed to be the equivalent of giving of such notice.

VII.  Board of Directors

VII. 1.  Governance.  The affairs of the Association shall be managed by a Board of Directors consisting of not less than three nor more than nine Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.

VII. 2.  Qualifications.  Directors must be professional members of the Association and may have such other qualifications as the Board may prescribe by amendment to these Bylaws.

VII. 3.  Election of Directors.  The initial Directors named in the Articles of Incorporation shall serve until the first annual meeting of members. Successor Directors shall be elected each year at the annual meeting of members.

VII. 4.  Election.  The election of Directors may be conducted in person, by mail or in such other manner as the Board of Directors may determine.

VII. 5.  Term of Office.  Each Director will serve a term of two years. A portion of the board, roughly half, will be elected each year, creating overlap in Board terms to ensure a continuous smooth transition as the Board turns over. Unless a Director dies, resigns or is removed, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected, whichever is later.

VII. 6.  Annual Board Meeting.  The annual meeting of the Board shall be held without notice immediately following and at the same place as the annual meeting of members for the purposes of electing officers and transacting such business as may properly come before the meeting.

VII. 7.  Regular Board Meetings.  By resolution, the Board may specify the date, time and place for the holding of regular meetings without other notice than such resolution.

VII. 8.  Special Board Meetings.  Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President or any two Directors, or, in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington (including an online virtual meeting) as the place for holding any special Board or committee meeting called by them.

VII. 9.  Board Meetings by Telephone.  Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting. 

VII. 10.  Place of Board Meetings.  All meetings shall be held at the principal office of the Association or at such other place within or without the State of Washington designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Directors.

VII. 11.  Notice of Special Board Meetings.  Notice of special Board or committee meetings shall be given to a Director in writing or by personal communication with the Director not less than ten days before the meeting, and delivery must be confirmed.  Notices in writing may be delivered or mailed to the Director at his or her address shown on the records of the Association or given by electronic transmission.  Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting.  If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage prepaid.  Notices by electronic transmission must be delivered in accordance with provisions of these Bylaws governing such transmission.

VII. 12.  Waiver of Notice by Director. Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or Washington law, the person entitled to such notice may waive the notice requirement in writing, whether before or after the time stated therein, and the waiver shall be deemed equivalent to the giving of such notice.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting. The attendance of a Director at a meeting constitutes a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

VII. 13.  Quorum. A majority of the number of Directors in office but no less than one third of Directors then in office constitutes a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

VII. 14.  Manner of Acting.  The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.

VII. 15.  Presumption of Assent.  A Director of the Association present at a Board meeting at which action on any Association matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Association immediately after the adjournment of the meeting.  Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

VII. 16.  Action by Board Without a Meeting.  Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors.  Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document.  Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.

VII. 17.  Director Resignation.  Any Director may resign at any time by delivering written notice to the President or the Secretary at the registered office of the Association, or by giving oral or written notice at any meeting of the Directors.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

VII. 18.  Board Vacancies.  A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board.  A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.

VIII.  Association Officers

VIII. 1.  Officers.  The Officers of the Association shall include a President, Treasurer and Secretary, and such other officers, if any, as the Directors may from time to time deem appropriate.

VIII. 2.  Qualifications and Terms of Office.  Officers must be Board Directors nominated and approved by the Board for a term of one year. Except as otherwise provided by law, the Articles of Incorporation, or these By-Laws, officers hold office until the first meeting of the Board of Directors following the next annual business meeting of the Association, and until their successors are chosen and qualified. 

VIII. 3.  Removal from Office.  Officers may be removed by a two-thirds majority vote of the members at a legal meeting of the Association. An officer may be removed only after the officer has been given reasonable notice and a chance to be heard before the Board. Any vacant officer positions may be filled by a majority vote of the Directors then in office to serve the remainder of the unexpired term of the vacant position.

VIII.  4.  Responsibilities of Officers. 

(a) Subject to the direction of the Board, the President shall be the chief executive officer of the Association and shall have responsibility for the general supervision and control of Association affairs. The President shall preside at all meetings of the Board or may delegate that responsibility to another Director. The President has such powers as are necessary for the functioning of the Association as prescribed by the Board of Directors.

(b) The Vice-President shall preside at all meetings of this Association and of the Directors in the absence of the President and shall serve as President during any incapacity of the President to serve as officer. The Vice-President shall also perform such other duties as prescribed by the Directors.

(c) Subject to the direction of the Board, the Treasurer is responsible for the financial affairs of the Association and shall maintain accurate records of all Association funds except as the Board may otherwise provide. The Treasurer shall deposit or cause the deposit of all Association funds into the Association’s designated bank and shall disburse such funds only upon the order of the President or President’s designee.

(d) Subject to the direction of the Board, the Secretary shall create and maintain a record of the meetings of the Board. The Secretary shall also create and maintain the minutes of the meetings of  the Association, manage Association correspondence and communications, and fulfill such other duties as prescribed by the Board.

IX.  Committees

IX. 1.  Creation. The Board may designate and appoint one or more standing or temporary committees.  Such committees shall have and exercise the authority and responsibilities granted by the Directors; except that no committee shall have the authority to perform any act or function reserved to the Board of Directors and Association officers under these bylaws.

IX. 2.  Committee Chair and Members.  The chair of a committee shall recruit and appoint committee members from the general membership. 

IX. 3.  Chair Responsibilities. 

(a) Each committee chair must develop a written proposal covering the subject matter of the committee and its objectives to include the committee’s vision, goals and mission with input from the committee members and submit the proposal to the Board for approval. Upon Board approval of the proposal, the committee shall act on the proposal until such time as the committee is disbanded by the Board.

(b) Each committee chair must write an occasional article, respond to communications relating to their committee and provide information and referrals.

(c) Each committee chair may periodically present proposals for actions to be taken by the Association. Upon approval of the Board, the committee may act in accordance with the approved proposal for action. 

X. Administrative Provisions 

X. 1.  Books and Records.  The Association shall maintain at its principal office, copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its members and Board, and any minutes which may be maintained by committees of the Board; records of the name and address and class of each member and Director, and of the name and post office address of each officer; and such other records as may be necessary or advisable.  All books and records of the Association shall be open at any reasonable time to inspection by any member of three months standing or to a representative of more than five percent of the membership.

X. 2.  Accounting Year.  The accounting year of the Association shall be the twelve months ending in December.

X. 3.  Rules of Procedure.  The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.

XI.  Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the number of Directors in office and proposed and approved by the majority vote of the general membership.

XII.  Adoption of Bylaws

The foregoing Bylaws were adopted by the Board of Directors on May 5th, 2019.

If you have suggestions or concerns regarding the bylaws or if you wish to be part of the Bylaws committee, please send your message and contact information to info@weama.info and we will reply to you as soon as possible.

Timeline and Process of the 2019 ByLaws Update

Original Bylaws, including revisions up until 10/21/2018