ARTICLE I

The classification of membership shall be defined in these bylaws.
Only active members shall have voting and office-holding privileges.
The membership dues shall be set by the board subject to approval by majority of the membership at the annual meeting. Any increase in dues shall take effect immediately.
The association shall have five classifications of membership, with corresponding dues as follows: Annual dues, requirements for membership. The dues of this association shall be set by the membership at the annual meeting. Any changes in dues shall take effect immediately following such action. The association's fiscal year will run from January 1- December 31 inclusive. Full annual membership fees will be assessed to new members upon acceptance of their application for membership, and that membership will be valid until December 31 of that calendar year.
Annual Membership Dues Will Be:

Active Member - $50

Associate Member - $75

Student Member - $25

Honorary/Lifetime Member - $0

Supporting Member - $150

If a member is to qualify under one heading, the criteria of that heading must be met. If qualifying under two or more headings, the minimum work requirements shall be at least 50 percent of one category listed.
The classes of membership are as follows.
Active

a) To be eligible for active status, an applicant must be duly paid to produce, disseminate or edit information on outdoor subjects regularly to the public via newspapers, radio, television broadcasting, magazines, books, journals, lectures, photography (still or movie), art or other suitable media. In determining eligibility for active membership, the applicant screening committee and the board of directors shall be guided broadly, but not inflexibly bound by the following criteria:

1) Newspaper editor, writer, columnist, feature writer or freelance with 36 published pieces paid by the publisher during the previous 12 months.

2) Cartoonist, illustrator or artist. A minimum of 12 paid published images of an outdoor nature during the previous 12 months or is a paid staff member of a newspaper/magazine. Some flexibility is allowed in this category based on judgment of the membership applicant screening committee depending on the amount of time involved.

3) Radio and Television. The applicant must be a host, writer and/or producer of a minimum of 13 shows of the 30-minute format, or 36 of the 2-5 minute format, or comparable exposure as determined by the applicant screening committee on a case-by-case basis.

4) Photography. Still -- applicant must have been duly paid for 43 published photographs during the past 12-month period. Movie -- production and sale of a feature film of at least 27 minutes within every 12-month period, or comparably exposure. Shorter features may be combined to meet the total time. This is a flexible category and is left solely to the judgment of the applicant screening committee.

5) Magazine. Editorial -- Employee of recognized magazine with masthead credit, must be a fulltime employee. The publication must be primarily in the outdoor field or if not primarily an outdoor publication consistently must include outdoor coverage for which applicant is responsible. Freelance -- Ten published pieces in the past 12 month period for publication with circulation of 1 million or less; 6 published pieces in the past 12 months if circulation is more than 1 million.

6) Book Author. Minimum of one outdoor book in each 24-month period or comparable publication by means of several outdoor booklets.

7) Lecturer. Twenty lectures within a 12-month period before a paying audience or on a scheduled for-pay basis.

8) Information. Fulltime employee of a state, federal or non-profit agency engaged in natural resource matters or outdoor recreational activities whose primary duties are communicating about the outdoors in press releases, videos, slide presentations, photos, tapes, media relations or other means of communicating the outdoor experiences.

Associate

a) Any person who satisfies at least 50 percent of the requirements for active status is eligible for associate membership if he has a strong, direct professional interest in outdoor communications and the potential to become an active member. Any potential active member who fails to achieve active status within a three-year period shall no longer be eligible for membership under the associate status unless the screening committee and board of directors deems there are mitigating circumstances.

b) Associate members may not vote, hold office or be eligible for annual awards competition. Otherwise, associate members may participate in all association services and activities.

Special

a) Life. A life member may be elected to the association at any regular meeting by a majority of the active membership present. Life membership is a gesture of respect and gratitude in recognition of some outstanding contribution to the work or success of this association. Election to life membership shall in no way deprive the recipient of his part in the administration of the affairs of the association. The life member shall retain full voting privileges, the right to hold office and shall be eligible for the annual awards competition.

b) Honorary. An honorary member may be elected to the association at any regular meeting by majority vote of the active membership present. Honorary membership is a gesture of respect and admiration in recognition of outstanding achievement or unusual accomplishment by an individual or organization. An honorary member shall be granted on time for one year only. An honorary membership shall have all the privileges of membership but shall not have the right to vote, nor the right to hold office and shall not be eligible for annual awards competition.

Student

a) A student shall pay dues to the association unless that student is a recipient of a TOWA scholarship in which case the dues will be waived.

b) Student membership may be granted to persons who are pursuing an education in journalism, wildlife, natural resources management, fisheries or any allied activity which could lead to a future active membership in the association.

c) Student members shall not vote, hold office or be eligible for annual awards competition, but may participate in all other services and activities.

Supporting

a) A supporting member is any person or organization that has a strong, direct professional or commercial interest in outdoor communications or who is employed in an allied field with an interest in outdoors such as boat, sport, tackle, hunting, accessory shop, art gallery or similar business dealings in outdoor related products.

b) Supporting members may not vote or hold office. All supporting members may participate in all association services and activities.

c) One supporting member shall sit as a non-voting member on the association's board of directors, acting as liaison between the body membership and supporting members.

Membership Application Approvals. All membership applications will be submitted on an official form signed by a sponsor who is a member of the association. The application may be accompanied by a dues check and samples of his work, which satisfy the eligibility requirements. Applications shall be screened by the membership screening committee. The committee shall confirm the credentials and approve the application before presenting the candidate to the board of directors for final approval.
Membership Re-certification. Membership re-certification is required annually of all members.
Membership Audit. All active and associate members are subject to membership audit as determined by the board.
Membership Cards. The board of directors shall cause proper membership cards or other means of identification to be issued, which clearly indicate the type of membership held in the association. All identification cards shall restrict the word PRESS to those cards held by active members only.

ARTICLE II -- SUSPENSION/EXPULSION OF A MEMBER

1. Any member determined to be guilty of any offense that affects the interest and/or good government of the association, or who is in violation of an ethics charge, or who shall be found to have committed an offense that is in violation of any federal, state or local law, subject to imprisonment may be suspended of expelled from membership by a majority vote of the total membership of the board of directors who have the authority to terminate any member for conduct deemed unacceptable to the board. The board will give the individual notice, in writing, of the charges being brought against him. The individual will then have 30 days to respond to the charges or, if preferred, may at the time of notification resign his membership either in person or in writing to the board of directors.

ARTICLE III -- DUTIES OF OFFICERS

All elected officials shall be active members during the entire term of office.

All officers shall take office at the annual meeting. They shall serve for one year with right to succeed themselves, with the exception of the president of this association, who may serve one additional term only. Should the office of president become vacant prior to the next annual meeting, the president elect shall serve out the president's term of office until the next regular election of officers.

President. The president shall be the principal executive officer of the association and shall, in general, supervise the business and affairs of the association at the direction of the board of directors. The president shall preside over all meetings of the membership and shall have such additional duties as may be assigned by the board of directors. The president shall appoint chairs of all standing committees and serve as a member, ex-officio, of such committees, except the nominating committee.
President Elect. In the absence of the president, or if the president of the association cannot or will not perform the duties of office, the president elect shall preside at all meetings. The president elect shall perform the duties of the president as established in these bylaws.
Treasurer. The treasurer shall be responsible for oversight of the association's financial affairs. The treasurer will follow the Texas Secretary of State's guidelines for such a position. The treasurer will work in coordination with the president, chairman of the board and executive director in all matters concerning the finances of the association. He shall present the association's financial review at the annual meeting and at board meetings as requested by the board chairman.
Recording Secretary. The recording secretary shall record and complete minutes of the official meeting of the board of directors and the general membership.

ARTICLE IV -- BOARD OF DIRECTORS

The board of directors shall serve as the steering committee of the association and shall conduct the normal affairs of the association, subject to approval by the membership. It shall maintain the financial integrity of the association, make impartial decisions in the best interest of the association and ensure that officers, directors and members act within the limits of the bylaws.
Six members, at large, shall be elected, at large, to the board of directors. Two new members shall be elected at each annual meeting to serve three-year terms to replace the two outgoing members.
The association's elected officials shall also be members of the board.
The association's executive director shall also be a member of the board but will have no vote in board matters.
One representative of the supporting membership may be appointed by the board of directors to act as liaison between board and supporting members, but shall have no vote in administering the affairs of the association.
The board of directors shall meet at least twice annually, immediately preceding and following the annual meeting. In addition the chairman of the board shall have discretion to convene the board. Further, the board chairman shall be required to call a meeting whenever demand shall be made, in writing, by as many as one third of the board membership.
Immediately following the annual meeting at the convening board meeting the board shall elect from among its members a board chairman, vice chairman and recording secretary as set out in Article VII.2 as established in the constitution.
Action(s) may be taken by majority vote of those present in an assembled board meeting, a quorum being present. Records of all actions must be reported to the membership in the next issue of the newsletter following any action(s) taken by the board. All actions of the board are subject to the approval of the membership at any regular or special meeting.
Vacancies in office shall be filled by presidential appointment subject to confirmation by the board.
The board shall establish all policies and be responsible for the finances of the association. It shall set dues subject to the approval of the membership. The decisions on finances do not require approval by the general membership but may be directed by the membership by a two thirds vote of the members present at the annual meeting, except that the membership may not change or countermand board decisions which are completed transactions.
A director shall accept responsibility of chairing a committee and/or any other assignment made by the president or board chairman and shall see that the duties assigned are carried out in a timely and professional manner.
The board shall act as the ethics committee and shall consider ethical complaints lodged against members, deciding on necessary sanctions and consulting with legal counsel if necessary.
A majority of the board shall be the final authority on membership applications and classifications of membership. It shall grant hearings when requested by any applicant who has been refused membership. A majority board must be in attendance for such a requested hearing, but no member of the board may vote on any matter pursuant to the hearing unless the record of the hearing has been reviewed.
It is the duty of every board member to attend all board meetings. Any board member who shall miss two or more consecutive board meetings without just cause or who cannot fulfill assigned duties shall resign from the board. The position may be declared vacant by the remaining members of the board. When a member cannot attend a meeting, a written explanation to the executive director and a written proxy to another member of the board must be submitted at least two weeks prior to the scheduled meeting.

ARTICLE V -- EXECUTIVE DIRECTOR

The executive director is employed by the association and serves at the pleasure of the board. The executive director’s major responsibilities are, for the most part, defined as follows:

Supervise and review all association publications, including the monthly TOWA News, annual membership directory, and annual conference program. Ensure content accuracy and timely distribution of these publications within budget and according to specifications to be approved annually by the board.
Manage public relations for TOWA, including writing and distributing news releases and serving as primary spokesperson for the association.
Plan annual operating and capital budgets for the association, including ED expenses, with assistance from the treasurer, president and board chairman. Track expenditures and present a quarterly expense report to the president.
Provide counsel for members, guidance for directors and committee chairs and advice in settlement of complaints and/or disputes involving members and their media markets.
Negotiate with hotels, banquet managers, convention bureaus and supporting members to ensure smooth-running and cost-effective annual conferences.
In addition, the executive director is expected to:
a) Obtain bond for the maximum amount of association assets within his (her) authority. Cost of the bond to be paid by the association.

b) Attend the annual conference and other conferences that the board might wish, with all conference expenses paid by TOWA. Prior authorization from the board is required for conference attendance other than TOWA.

c) Assist the president and/or board chairman in the preparation of all meeting agendas. Inform committee chairs of needed reports and collect handout materials in advance of meetings for copying and distribution.

d) Recruit active, associate and sustaining members.

e) Furnish storage for and maintain TOWA records.

f) Provide a central office.

g) Be responsible for registration and meal counts at the annual conference.

h) Assist the president with committee selections.

i) Implement other duties and responsibilities as needed or determined by the board of directors.

ARTICLE VI -- MEETINGS

The purpose of the association meetings and conferences shall be to provide a learning experience through the exchange of ideas, education, seminars, relations with supporting members, personal conferences with peers, outdoor trips, social reunions, get togethers and fun.

Annual Meeting. The date and site of the annual meeting/conference of the association shall be scheduled by the board of directors immediately following each annual meeting unless circumstances make a selection of the next scheduled event impossible or unwise. Whereupon by a majority vote, those board members in attendance indicate when and by whom the selection shall be made.
Board of Directors. The board of directors shall meet annually immediately prior to and immediately following each annual conference. Further, the chairman of the board shall have the power to convene the board for a called or special meeting. The board chairman shall also be required to call a meeting of the board whenever demand is made for such a called meeting by as many as one third of the board.
Meeting of Members.
a) Annual Meeting. The date and site of the annual meeting/conference of the association shall be scheduled by the board of directors immediately following each annual meting unless circumstances make a selection of the next scheduled event impossible or unwise. Whereupon by a majority vote, those board members in attendance indicate when and by whom the selection shall be made.

b) Meeting of Complete Membership. The president, with the approval of the board of directors, may call a meeting of the entire membership at such times as he/she deems necessary.

c) Called Member Meetings. A majority of the membership may elect to hold such special meetings as they desire, with written notice of such a special meeting being transmitted to all members at least 30 days in advance of the meeting.

4. Voting at Meetings. Active members, in good standing, of the association shall have one vote in any matters coming before meetings of the membership.

ARTICLE VII -- QUORUMS

The quorum at an annual or special meeting of the general membership shall be active members present.
The quorum at a meeting of the board of directors shall be a majority of the board membership. Any board member may give a proxy, in writing, to any other board member or officer.

ARTICLE VIII -- PARLIAMENTARY AUTHORITY

The order of business and organizational procedure will be based on standard parliamentary law. (i.e. Robert's Rules of Order)

ARTICLE IX -- COMMITTEES AND FUNCTIONS

The president shall appoint chairs of all committees, but the chair may select their own members, as many as deemed necessary except as prescribed otherwise herein or by the constitution.
The standing committees of this association shall be established by the board of directors and will include:
a) Annual Meeting. The president elect shall serve as committee chair. The committee shall include the executive director, the supporting member board liaison and such other members as deemed necessary by the committee chair.

b) Meeting Sites. The committee shall entertain bids for the annual meeting and for all trip meets which may involve the entire membership. The chair shall present recommendations to the board.

c) Conference Program. The committee shall be responsible for all annual program speakers/seminars/workshops, which shall be aimed toward the basic career interests of the membership.

d) Annual Awards. The committee shall study the rules for submissions for the annual awards and recommend any needed changes. Such changes are to be approved by the board of directors.

e) Applicant Screening. The committee shall screen all applications for membership as set forth under membership criteria in these bylaws and report the candidates to the board of directors at their scheduled board meetings for approval. The board shall have final authority on all applications submitted for membership.

f) Membership Audit. The chairman shall be the operative of all membership audits which must be approved by the board of directors.

g) Ethics. The board of directors shall serve as the ethics committee. The committee shall receive all notices of ethics violations and shall review and recommend or in appropriate cases conduct the necessary action as set forth by the board.

h) Nominating. Current officers may not serve as committee chair, unless they will not be seeking re-election. The committee shall volunteer nominations on its own and shall also seek nominees from the membership through the newsletter. Nominations shall also be taken from the floor during the annual business meeting of the membership. All nominees must be active members, in good standing, of the association and must agree to fulfill the duties of office. Those so nominated must also agree to uphold all provisions of the constitution and bylaws. Officers and board members shall take office at the annual business meeting as set forth in the order of business in these bylaws. No members shall hold more than one office at a time.

i) Promotions. This committee shall establish goals and plans for the association, make recommendations for their achievement and submit such goals and plans to the board of directors for its consideration. The committee shall explore ways to improve the association's financial status through promotions and shall be responsible for a program of meritorious awards to members.

j) Scholarship.

1) General policies and procedures for the operation of the scholarship fund shall be approved by the general voting membership at any regular meeting provided that notification has been made, in writing, at least 30 days prior to the meeting.

2) It shall be the duty of the committee to solicit funds, formulate policies and rules for the operation and maintenance of the permanent scholarship fund, to review applications and to make recommendations for distribution of funds to qualified applicants.

3) All money belonging to the scholarship fund shall be invested in a safe interest-bearing account, or certificate of deposit, after consulting with the board of directors. Interest on these investments will become part of the scholarship fund.

4) The name of the scholarship fund will be the Texas Outdoor Writers Association Scholarship.

k) Finance. This committee is responsible for long range financial planning and goals for the association, as well as oversight of investments and budgets. The treasurer will serve as chair of this committee.

l) Communications. This committee is responsible for all facets of production, planning, budgeting and distribution of association communications products and resources, including TOWA News, the www.towa.org Web site and the Annual Membership Directory.

ARTICLE X -- REPLACEMENT OF OFFICERS

If an officer or board member fails to perform the duties of office to the satisfaction of the board of directors, the officer shall be so informed by the board. If the officer fails to improve to a level of performance satisfactory to the board, that person shall be given the option of resigning. In such case that person will not be eligible to hold office in the future.

ARTICLE XI -- USE OF LOGO AND STATIONARY

Official association stationary may be used only for association business.
Further policies in relation to the insignia and stationary shall be handled by the ethics committee.
ARTICLE XII -- ORDER OF BUSINESS

The business of the annual meeting of the association shall include at least the:
a) Reading of minutes of the last meeting.

b) Report of the executive director

c) Report of the treasurer

d) Report of standing committees

- Annual Meeting

- Meeting Sites

- Conference Program

- Applicant Screening

- Membership Audit

- Ethics

- Nominating

- Promotions

- Scholarship

- Finance

- Communications

e) Reports of ad-hoc committees

f) President's report

g) Board of directors report

h) Unfinished business

i) Election of officers

Roberts Rules of Order shall govern all meetings.
When the annual business meeting has been called to order and a quorum has been established, no adjournment may be taken until the point of unfinished business has been reached, except by a two-thirds vote.

ARTICLE XIII -- AMENDMENTS

These bylaws may be amended from time to time as needs arise and may be passed at any annual business meeting of the association provided the following criteria has been met:

That the proposed amendment/bylaws change(s) have been approved by the board of directors.
That the proposed amendment/bylaws change(s) have been submitted in writing to the executive director at least 60 days prior to the annual meeting.
That the executive director has notified all active members in writing of the proposed change(s) at least 30 days prior to the annual meeting.
That proposed amendments change(s) will be considered passed only if approved by a two-thirds majority vote, a quorum being present, at the annual business meeting.