1.01 Name

The name of this corporation shall be Association for Writing Across the Curriculum (hereafter AWAC).

2.01 Non-profit Purpose

AWAC is a non-profit association and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.

2.02 Specific Purpose

AWAC brings together the intellectual, human, political, and economic capital of the Writing Across the Curriculum (WAC) community to better support and grow WACas a global intellectual and pedagogical movement.

AWAC promotes initiatives that support students’ writing across their academic careers, faculty development related to student writing and writing pedagogy, and research into writing across domains (e.g. disciplines, professions, communities, and academic levels) and transnationally.

We value:

  • Writing as a powerful mode of learning, inquiry, and communication
  • Writing as integrally connected to reading, oral communication, and visual communication
  • WAC as a coordinated effort to transform the culture of writing across academic contexts rather than as a quick fix to the perceived “problem of student writing”
  • WAC’s rich intellectual and pedagogical traditions and scholarly contributions
  • An expansive vision of WAC as writing to learn, engage, and communicate within and across disciplines, in programs such as Writing in the Disciplines, Communication Across the Curriculum, Writing-Enriched Curriculum, and related efforts worldwide
  • An inclusive vision of WAC that welcomes broad participation from diverse peoples, institutions, and organizations
  • Equity and resources for stakeholders across all levels (i.e. students, faculty, program administrators, units)
  • Collaboration across disciplines, institutions, and writing-related organizations in ways that respect differences in local knowledge and practices
  • A strong research-base for WAC practices, drawing from diverse methodologies and data from across the disciplines
  • Sustainable development of individual programs and the field as a whole

Our goals include:

  • Formalizing connections among the different WAC and other writing-related organizations to reach mutual goals
  • Promoting the dissemination and publication of scholarly work on WAC, through support of venues such as the International Writing Across the Curriculum conference and the WAC Clearinghouse
  • Sponsoring research on WAC issues
  • Supporting communication among the diverse stakeholders–teachers, students, administrators–engaged in WAC research, teaching, and learning
  • Supporting existing mentorship opportunities related to WAC practices, program development, and research through coordination with such groups as the CCCC WAC Standing Group and WAC-GO as well as development of new mentorship initiatives
  • Advocating for students, faculty, staff, and administrators through resolutions, statements, and studies on issues of importance to WAC programs
  • Promoting the visibility and impact of WAC in the public sphere

2.03 Personal Liability

No officer or director of this corporation shall be personally liable for the debts or obligations of AWAC of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.

2.04  Dissolution

Upon termination or dissolution of AWAC, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

The organization to receive the assets of the AWAC hereunder shall be selected by the discretion of a majority of the managing body of the AWAC and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the AWAC by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Florida.

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Florida to be added to the general fund.

2.05 Prohibited Distributions

No part of the net earnings or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III, Section 3.01.

2.06 Restricted Activities

No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

2.07 Prohibited Activities

Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

3.01 Eligibility for Membership

Membership is granted after completion and receipt of an online membership application and annual dues (see Section 2).

3.02 Membership Dues

Dues shall be set by the board and shall be subject to regular review. Continued membership is contingent upon being up-to-date on membership dues.

3.03 Rights of Members

Each member in good standing shall be eligible to vote in association elections and other association matters.

3.04 Resignation and Termination

Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.

4.01 Annual Meetings

An annual meeting of the members shall take place face-to-face or digitally on a date and time designated by the chair, with input from the executive board. At the annual meeting, the members shall receive reports on the activities of the association and determine the direction of the association for the coming year. When the annual meeting is announced, members will have the opportunity to suggest agenda items to the chair.

4.02 Special Meetings

Special meetings may be called by the chair or a simple majority of the board. A petition signed by ten percent (10%) of voting members may also call a special meeting.

4.03 Notice of Meetings

Notice of each meeting shall be given to each voting member, electronically, not less than two weeks prior to the meeting.

4.04  Voting

All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place, or by a simple majority of those casting an electronic vote in a manner approved by the board.

5.01 Number of Board Members

Association for Writing Across the Curriculum shall have an executive board consisting of at least five officers :

  • the three co-chairs
  • a secretary
  • a treasurer

The executive board will also include chairs of standing committees and three at-large members.

To the extent possible, the board shall reflect the diversity of the Association of Writing Across the Curriculum membership, drawing from diverse institutional types, diverse types of faculty (WAC program administrators, tenure-line and contingent instructors, graduate students, faculty in the disciplines), diverse regions (in North America and internationally), and diverse backgrounds (race, gender, sexual orientation).

5.02 Powers

All corporate powers shall be exercised by or under the authority of the board and the affairs of the Association for Writing Across the Curriculum shall be managed under the direction of the board, except as otherwise provided by the law. Each board member shall have an equal vote.

Executive Board (general duties)

  • Set policies for the general operation of the organization
  • Approve the budget and authorize additional expenditures
  • Authorize committees and give them specific charges
  • Set dues for various classes of membership
  • Advise the Chair(s) on the functioning of the organization
  • Review agendas, committee reports, proposals, and other materials presented to the Board
  • Introduce items to be placed on the agenda at the time the agenda is developed
  • Propose amendments to the Bylaws
  • Oversee distribution of funds for supported projects

Incoming Chair

  • Assist and advise the Chair
  • Serve as an AWAC representative to other groups
  • Become familiar with committee charges
  • Work with committee chairs to prioritize committee activities

Chair

  • Plan the agendas for and preside at the business meetings of the Board
  • Represent the organization in making public its policy decisions
  • Oversee preparation of an Annual Report to the Board and AWAC membership
  • Authorize committees and define their functions
  • Serve as an AWAC representative to other groups
  • Manage the election cycle for Board positions

Outgoing Chair

  • Assist and advise the Chair
  • In the temporary absence of the Chair, take on the responsibilities of chair
  • Serve as an AWAC representative to other groups

Secretary

  • Prepare the minutes of Board meetings
  • Distribute the minutes of Board meeting within thirty days to the Board members for approval
  • Maintain AWAC permanent files and archives

Treasurer

  • Coordinate with the board to manage accounts that fall under the umbrella of AWAC
  • Handle all financial transactions of the association
  • Oversee submission of tax documents
  • Pay bills incurred by AWAC within the budget adopted by the Board or otherwise authorized by the Board
  • Submit an annual financial report to the Board

Committee Chair

  • Plan the agendas for and preside at meetings of their committee
  • Report to the Board on their committee’s activities
  • Delegate responsibility for each committee initiative and provide committee oversight of all activities
  • Distribute the minutes of their committee meetings within thirty days to committee members for approval
  • Submit committee meeting minutes to the Secretary within thirty days of approval of minutes by the committee members

Members at Large

  • Serve on the Board as voting members
  • Advise the Board on the functioning of AWAC
  • Review agendas, committee reports, proposals, and other materials presented to the Board
  • Introduce items to be placed on the agenda at the time the agenda is developed
  • Propose amendments to the bylaws

Ex Officio Members

  • Serve on the Board as non-voting members (but retain general membership voting rights)
  • Serve as a liaison between AWAC and affiliated organizations

5.03 Terms

  1. The three co-chairs shall serve staggered three-year terms (each chair rotates through one-year terms as Incoming, Current, and Outgoing chair).
  2. The secretary shall serve a three-year term.
  3.  The treasurer shall serve a three-year term.
  4. Chairs of standing committees shall serve two-year terms.
  5.  Members at large shall serve two-year terms.
  6. Board members may not hold two board positions simultaneously. Board members may rotate out of (or resign from) one board position and into another board position.
  7. Board members (including committee chairs) may be nominated for a second consecutive term at the discretion of the board.

5.04 Qualifications and Election of Board Members

In order to be eligible to serve as a member of the Executive Board, the individual must be a member of AWAC in good standing. Officers and committee chairs will be elected by a ballot of the membership of AWAC. With the exception of the first election cycle, the chair shall submit the names and statements of candidates for the respective offices of the board to the members during the month of January for an electronic election; nominations shall also be received from members (including self-nominations); board members assume responsibilities on July 1 following the election.

5.05 Regular and Annual Meetings

An annual meeting of the executive board shall be held in each calendar year at a date and location designated by Chairs. Regular meetings shall be held by resolution of the board.

5.06 Special Meetings

Special meetings of the executive board may be called by or at the request of the chair or any member of the board.

5.07 Quorum

The presence of a majority of current members of the executive board shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. A quorum, when present, shall act as the executive board, unless the act of a greater number is required by law or by these by-laws.

5.08 Forfeiture

Any member of the executive board who fails to fulfill any of their requirements as set forth in this Article shall automatically forfeit their seat on the board. The Secretary shall notify the chair in writing that their seat has been declared vacant, and the executive board may immediately proceed to fill the vacancy.

5.09 Vacancies

Whenever vacancies occur on the executive board, they shall be filled through the normal nominating process for that position unless there is an immediate need to fill that position to avoid undue delays. In such cases, the Board may appoint an interim board member to fulfill that role until the board member temporarily vacating that position can return or an election can be held. This shall be decided by a majority vote of the remaining members of the executive board at a regular or special meeting. Vacancies may be created and filled according to specific methods approved by the Executive Board.

5.10 Compensation

Members of the Executive Board shall not receive any compensation for their services.

5.11 Informal Action by the Executive Board

Any action required by law to be taken at a meeting of the executive board, or any action which may be taken at a meeting of the executive board, may be taken without a meeting if consent in writing or by electronic transmission, and must be approved by a 2/3 majority rather than the usual simple majority of the board.

5.12 Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the co-chairs by reference to Robert’s Rules of Order. However, new business may be introduced, discussed, and voted on at the same meeting by consent of a majority of Board members present. The Board shall work by consensus whenever possible.

5.13 Removal

Any member of the Executive Board may be removed, at any time, by vote of three-quarters of the members of the Executive Board if in their judgment the best interest of AWAC would be served thereby. Each member of the Executive Board must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Executive Board shall automatically be removed from office.

6.01 Standing Committees

The Board may create standing committees as needed. Members in good standing can serve on any committees they choose. Committee chairs may self-nominate or be nominated by members, and may run as co-chairs (but would share one vote on the executive board). Committee members must be and remain members in good standing of the association for the duration of their committee membership. Committee members should expect to contribute to the ongoing work of the committee.

6.02 Special Committees

  1. Special committees may be appointed by the Chair.
  2. Special committees will be appointed for a period not to exceed three years, but they may be renewed by action of the Executive Board.
  3. Funding for special committees may be authorized by the Executive Board.
  4. Special committees will follow the procedures established or approved by the Executive Board.

7.01: Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

7.02 Definitions

  1. Interested Person
    Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest
    A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
  3. An ownership or investment interest in any entity with which the organization has a transaction or arrangement,
  4. A compensation arrangement with the organization or with any entity or individual with which the Organization has a transaction or arrangement, or
  5. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

7.03 Procedures

  1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest
  4. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
  5. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  6. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  7. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
  8. Violations of the Conflicts of Interest Policy
  9. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  10. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

7.04 Records of Proceedings

The minutes of the Executive Board and all committees with Board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

7.05 Compensation

  1. A voting member of the Executive Board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

8.01 General

To the full extent authorized under the laws of the State of Florida, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (the “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.

8.02 Expenses

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Executive Board, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

8.03 Insurance

The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.

The corporation shall keep complete books and records of account and minutes of the proceedings of the Executive Board.

10.01 Articles of Incorporation

The Articles may be amended by majority vote at any regular or special meeting of the Executive Board. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each Board member within the time and the manner provided for the giving of notice of meetings of Board members.

10.02 Bylaws

The Executive Board may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each board member within the time and the manner provided for the giving of notice of meetings of directors

The AWAC Working Group, as representatives of the broader AWAC membership, voted to adopt the bylaws on October 29, 2018.