By-Laws of Washington State Society for Clinical Social Work
Article I: Name
The name of this organization shall be the Washington State Society for Clinical Social Work (the "Society"). It was incorporated in the State of Washington on March 7, 1988. Its main office shall be in Western, Washington. The Society is an affiliate of the Clinical Social Work Association, a national organization of state societies that promotes clinical social work excellence through the development and advancement of the profession.
Article II: Definition of Clinical Social Work
Clinical social work is a health care specialty within the field of social work. Clinical social work practice includes provision of mental health services for the diagnosis, treatment and/or prevention of mental and emotional disorders in individuals, families, and groups. Clinical social work practice is based on knowledge of and training in human growth and development; normal behavior; psychopathology; unconscious motivation; interpersonal relationship; and the effects of environmental factors. Treatment interventions include, but are not limited to, individual, marital, family and group psychotherapy and counseling. The Society and its members are bound by the Clinical Social Work Federation's Code of Ethics.
Article III: Purposes
The purposes for which the Society is organized are:
Article IV: Membership
Section 1. Eligibility Requirements: Categories of membership and requirements for membership categories shall be determined by the Board and approved by a vote of the members.
Section 2. Member in good standing: A member in good standing shall:
Members who violate any of the foregoing criteria may be eligible for suspension from the Society. The ethics committee will evaluate alleged violations and make recommendations to the Board.
Section 3. Application Process: The applicant shall submit a completed application and dues to the Membership Committee. The Membership Committee shall act upon the application in a timely fashion, and notify the applicant of their decision. The Society is strongly committed to having a diverse membership while ensuring an equitable environment for all members.
Section 4. Voting: All members in good standing shall be eligible to vote in all elections.
Section 5. Dues: The annual dues shall be established by the Board and ratified by the membership. Ratification of dues shall require a simple majority of those persons voting. Voting will be by a poll of the membership.
Section 6. Diversity: Membership shall not be denied on the basis of race, color, creed, ethnicity, culture, religion, national origin, age, disability, gender or sexual orientation. The Society will conduct a biennial internet-delivered survey to assess membership diversity and establish whether or not membership correlates with diversity in the State of Washington and the profession of clinical social work.
Article V: Officers Terms and Duties
Section 1. Officers: The officers of the Society shall be President, President-Elect or Past-President, Secretary and Treasurer. The officers constitute the Executive Committee. The Past President may also serve on the executive committee for one year or longer at the discretion of the President. All officers shall be members in good standing. The duties of the officers shall include, but are not limited to the following:
Section 2. Terms of Office: Other than the President-elect, all officers shall serve for a term of two (2) years or until their successors are elected or appointed. The term of office shall begin July 1st of the year in which they are elected. The President-elect and Treasurer will be elected in odd numbered years, The President-elect shall serve a one (1)-year term, then serve as President for two (2) years, and then serve a one (1) year term as Past President, for a total commitment of four (4) years.
Section 3. Membership Application: The applicant shall submit a completed application and dues to the Membership committee. The Membership committee shall act upon the application in a timely fashion, and notify the applicant of their action. The Membership committee shall ensure that all membership practices include affirmative statements regarding the Society’s commitment to achieving a membership that reflects the diversity of the profession and/or the State of Washington
Section 4. Removal: An officer elected by the membership or appointed by the President may be removed by a vote of two-thirds (2/3) of the votes cast by the membership whenever, in the judgment of the membership, the best interests of the Society would be served.
Section 5. Vacancies:
Only members in good standing may be appointed to fill a vacancy.
Article VI: Board of Directors
Section 1. Composition of Board of Directors The Board of Directors shall be composed of the officers and committee chairs. The Board of Directors will reflect the diversity of the membership and/or the diversity of the state. All members of the Board shall have full voting privileges and be members in good standing.
Section 2. Duties of the Board of Directors : The Board is the governing body of the Society and shall be responsible for determining the overall policy of the Society. The Board shall manage the business and affairs of the Society and promote its purposes. The Professional Development committee shall ensure that professional education programming for the membership each year include programs addressing diverse populations and/or training intended to identify and reduce discrimination based upon at least one of the following: race, ethnicity, gender, sexual orientation, age, or disability.
Section 3. Terms of Office: Committee chairs shall serve a two (2) year term and resign at the onset of the new president's term. Committee chairs may be reappointed at the discretion of the new president for another term of two (2) years.
Section 4. Quorum: A simple majority of the Board shall constitute a quorum.
Article VII: Nominations and Elections
Section 1. Officers shall be elected by a vote of the membership.
Section 2. The Nominating Committee shall submit a slate of nominees to the Board for ratification.
Section 3. Ballots shall be presented by the Nominating Committee to the membership not less than thirty (30) days nor more than sixty (60) days prior to the election date which is June 1st. The nominating committee shall tabulate the ballots and shall notify the Board of the results in a timely manner.
Section 4. If ballots are to be mailed they must be postmarked no later than June 1st to be valid.
Article VIII: Meetings
Section 1. Board Meetings Meetings of the Board shall be called by the President or by the written request of three (3) members of the Board. At least two (2) meetings shall be held each year.
Section 2. Annual Meeting The Society will hold an annual meeting at which reports of activities and a treasurer's report shall be given to the membership.
Section 3. Special meetings Special meetings of the membership may be called by the president or by the Board, or shall be called upon the written request of ten (10) members of the Society.
Section 4. Quorum; advance notice Twenty percent (20%) of the membership of the Society shall constitute a quorum for membership meetings. When voting is to occur at a meeting, the membership must be notified 30 days in advance.
Article IX: Committees
Section 1. Committees: The President shall be an ex officio member with full voting privileges on all committees except the Nominating committee. The President shall appoint the chairs of the committees with the approval of the Executive committee to coincide with the term of the president, and shall use best efforts to achieve the greatest possible diversity of members for the chair positions. The chair of each committee shall appoint committee members from among the members of the Society and submit their names to the Board for ratification. Committee chairs are required to consider and seek diversity of their membership in all committee appointments. Committee chairs shall attend Board meetings. The types of committees are determined by the functions necessary to run the Society and are created by the president with the approval of the executive committee. A Nominating Committee shall be appointed to fulfill the requirements outlined in this Article, and an Ethics Committee shall be appointed to fulfill the requirement of Article VIII, Section 2 as well as provide feedback and guidance on changes to the Association’s Code of Ethics.
Article X: Parliamentary Authority
The Society will be governed by Robert's Rules of Order (10th ed.) in all cases to which they are applicable and in which they are not inconsistent with the bylaws of the Society and any special rules of order the Society may adopt.
Article XI: Amendment of Bylaws
A two thirds (2/3) majority of the votes cast by the membership shall be required to amend these bylaws. The amendment must be submitted in writing to the membership thirty (30) days prior to the poll.
Article XII: Indemnification
Section 1. Officers, Committee Chairs The Society shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Society, by reason of the fact that she or he is or was a director, trustee or officer of the Society, or is or was serving at the request of the Society, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by him/her in connection with such action, suit or proceeding if she or he acted in good faith and in a manner she or he reasonably believed to be in or not opposed to the best interests of the Society, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The Society shall also indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Society to procure a judgment in its favor by reason of the fact that she or he is or was a director, trustee or officer of the Society, or is or was serving at the request of the Society as a director, trustee or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if she or he acted in good faith and in a manner she or he reasonably believed to be in or not opposed to the best interests or the Society, except that no indemnification shall be made in respect of any of the following:
Section 2. Authorization of Indemnification Any indemnification under this Article (unless ordered by a court) shall be made by the Society only as authorized in the specific case upon a determination that indemnification of the director, trustee or officer is proper in the circumstances because she or he has met the applicable standard of conduct set forth in Section I of this Article. Such determination shall be made by (a) a majority vote to, or threatened with, such action, suit or proceeding, or (b) if such a quorum not obtainable, or, even if obtainable, if a quorum of disinterested Board members so directs, by independent legal counsel in a written opinion (other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services within the past five years for the Society or any person to be indemnified by the Society), or (c) by the court of common pleas or the court in which the action, suit or proceeding referred to in Section I of this Article was brought.
Section 3. Certain Mandatory Indemnification Notwithstanding the foregoing provisions of this Article, to the extent that any member of the Board of the Society has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section I or in defense of any claim, issue or matter described therein, she or he shall be indemnified by the Society against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith.
Section 4. Non-exclusivity The Indemnification provided by this Article shall not be deemed exclusive of any other rights to which those who are required to be, or who may be, indemnified under this Article might be entitled under any other Bylaw, agreement, or vote of disinterested trustees or directors or otherwise both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Board member, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 5. Insurance The Society may purchase and maintain insurance on behalf of any person who is or was a Board member of the Society, or is or was serving at the request of the Society as a director, trustee or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether the Society would be required, or permitted, to indemnify him/her against such liability under the provisions of this Article.
Section 6. Severability In the event any provision of this Article shall be held invalid by any court of competent jurisdiction, such holding shall not invalidate any other provision of this Article and any other provisions of this Article shall be construed as if such invalid provision had not been contained in this Article.