By-Laws of the 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 a member of the Clinical Social Work Federation, 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:

  1. To promote and maintain high standards of professional practice;
  2. To promote public understanding and acceptance of clinical social work as a specialized professional discipline for mental health treatment;
  3. To promote recognition among the public of clinical social workers as independent mental health practitioners;
  4. To promote and recognize scholarship, achievement, and professional distinction in clinical social work;
  5. To maintain ethical standards; and
  6. To promote high standards of clinical education.
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.

  1. Membership categories shall include:
    1. General;
    2. Associate;
    3. Emeritus;
    4. New Professionals; and
    5. Student;
    6. Out of State
  2. Persons eligible for General, Associate, Emeritus, and New Professionals status shall have a masters or doctoral degree from a school accredited by the Council on Social Work Education.
  3. General membership shall be available to those persons who are licensed by the Washington State Department of Health as a Licensed Advanced Social Worker or Licensed Independent Clinical Social Worker.
  4. Associate membership shall be available to those persons who have a masters or doctoral degree from a school of social work accredited by the Council on Social Work Education and who are engaged in current social work practice, but have not met the requirements for General membership
  5. Emeritus membership shall be available to those retired persons who are no longer engaged in the practice of clinical social work and who meet the requirements of General/Associate membership.
  6. New Professionals membership shall be available to any new graduate of a school of social work accredited by the Council on Social Work Education who is not licensed. Membership in this category will begin from the point of graduation from the accredited social work program and continue for no more than four (4) years.
  7. Student membership shall be available to any student currently enrolled in a masters or doctoral degree program in a school of social work accredited by the Council on Social Work Education.
  8. Out of State Membership shall be available to those persons who have completed a Masters or Doctoral degree from a school accredited by the Council on Social Work Education and who live outside of the State of Washington.

Section 2. Member in good standing: A member in good standing shall:

  1. Meet eligibility requirements as outlined in Section 1;
  2. Be current in dues payments to the society;
  3. Uphold the values of ethical clinical practice defined by the Society's Code of Ethics; and
  4. Act in accordance with the policies of the Board.

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. 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.

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. Membership shall not be denied on the basis of race, color, creed, national origin, age, gender or sexual orientation.

ARTICLE V
OFFICERS TERMS AND DUTIES

Section 1. 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:

  1. The president shall preside over membership meetings and meetings of the Board, appoint chairpersons of committees, and perform other duties as necessary and appropriate in fulfillment of the purposes of the society.
  2. In the absence of the president, the president-elect or past-president shall preside over membership and Board meetings and perform other duties as designated by the president.
  3. The secretary shall be responsible for providing and maintaining written records of all membership, Board, and executive committee meetings.
  4. The treasurer shall be responsible for receipt and disbursement of Society funds and for maintaining accurate records of all financial matters, including the investment portfolio, in accordance with accepted accounting procedures, and provide a written report to the Board at each board meeting and to the membership annually.
  5. Committee chairs shall perform such duties as designated by the president.

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 even numbered years, and the secretary 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. Number of Terms: A member shall hold only one office at a time. An officer shall be eligible to serve a maximum of two consecutive terms in the same office.

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:

  1. President. Should the office of president become vacant, the president-elect or past-president shall become the president of the society.
  2. President-elect, secretary, treasurer,. Vacancies in these offices shall be appointed by the president upon recommendation of the Board. Only members in good standing may be appointed to fill a vacancy.
  3. Terms of Office. Persons who are filling a vacant office shall complete the term of the office to which they are appointed.
ARTICLE VI
BOARD OF DIRECTORS

Section 1. The Board of Directors shall be composed of the officers, committee chairs, and the Society's representative to the Federation. All members of the Board shall have full voting privileges and be members in good standing.

Section 2. Duties: 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.

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. The Society's representative to the Federation shall be appointed by the officers and committee chairs to serve three (3) years as the Society's voting representative on the Federation Board. The representative shall represent the Society's interests in this capacity and will hold a consecutive three (3) year term on the Society's Board with full voting privileges.

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 not later than June 1st to be valid.

ARTICLE VIII
MEETINGS

Section 1. 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. 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 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. 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 appoint the chairs of the committees with the approval of the executive committee to coincide with the term of the president. The chair of each committee shall appoint their committee members from among the members of the Society and submit their names to the Board for ratification. 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 (new) Article IX, and an ethics committee shall be appointed to fulfill the requirement of (new) Article VIII, Section 2 as well as providing feedback and guidance on changes to the Federation's Code of Ethics.

The President shall be an ex officio member with full voting privileges on all committees except the nominating committee.

ARTICLE X
PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws 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

1. Officers, Committee Chairs and Representative to the Federation - 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 (s)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 (s)he acted in good faith and in a manner (s)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 (s)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 (s)he acted in good faith and in a manner (s)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:

  1. Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Society unless, and only to the extent that, the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court considers proper; and
  2. Any action or suit in which liability is asserted against a director or trustee and that liability is asserted only pursuant to the Code of the State of Washington.

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 (s)he has met the applicable standard of conduct set forth in Section I of this Article. Such determination shall be made (1) by a majority vote of a quorum consisting of Board members who were not parties to, or threatened with, such action, suit or proceeding, or (2) if such a quorum is 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 (3) 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.

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, (s)he shall be indemnified by the Society against expenses (including attorneys' fees) actually and reasonably incurred by him/her in connection therewith.

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.

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.

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.