BYLAWS

MISSOURI SOCIETY FOR CLINICAL SOCIAL WORK

ARTICLE I. ORGANIZATION

The name of the organization is the Missouri Society for Clinical Social Work, incorporated and registered with the Office of Secretary of State, State of Missouri, as of November 23, 1983.

ARTICLE II.  MISSION AND PURPOSE OF THE ORGANIZATION

Section 1.  Mission

The mission of the organization is to support Clinical Social Workers through collaboration, advocacy and education.

Section 2.  General Purpose

The purpose of the organization is:

-To foster the highest standards of quality and effectiveness of Clinical Social Workers through education, research, professional development, publications, and networking.

- To actively promote the legislative needs of Clinical Social Workers in the state of Missouri

-To promote the public image of Clinical Social Workers

-To increase awareness of state and federal concerns in collaboration with the Clinical Social Work Association (CSWA)

Section 2A: Definition of Clinical Social Work

Clinical social work is a mental-health profession whose practitioners, educated in social-work graduate schools and trained under supervision, master a distinctive body of knowledge and skill in order to assess, diagnose, and ameliorate problems, disorders, and conditions that interfere with healthy bio-psychosocial functioning of people—individuals, couples, families, groups—of all ages and backgrounds. (From the American Board of Examiners in Clinical Social Work)

A Clinical Social Worker:

Holds a Masters or Doctoral Degree in Social Work from an accredited School of Social Work or is enrolled in a course of study to earn a Masters or Doctorate in Social Work.

Is trained and experienced in "the application of social work theory, knowledge, values methods, principles, and techniques of case work, group work, client-centered advocacy, administration, consultation, research, psychotherapy and counseling methods and techniques to persons, families and groups in assessment, diagnosis, treatment, prevention and amelioration of mental and emotional conditions”. (Missouri statutes)

Is licensed by the state of Missouri as a Clinical Social Worker (LCSW) or is in supervision toward licensure as a Clinical Social Worker unless enrolled in a course of study to earn a Masters or Doctorate in Social Work. (From the Committee for Social Workers, Missouri Division of Professional Registration)

Section 3.  Organization Purpose

The specific objectives and purpose of this organization shall be:

ARTICLE III. MEMBERSHIP

Section 1. Eligibility Categories for Membership

Regular Membership: Shall be open to those who are currently licensed as a Clinical Social Worker (LCSW) in the state of Missouri.

Post Graduate Membership: Shall be open to those MSW or PhD graduates who are in the process of meeting LCSW criteria.

Student Membership: Shall be open to those students participating in a Masters or Doctoral degree level program in an accredited school of Social Work with a clinical social work focus.

Emeritus Membership:  Shall be open to Clinical Social Workers who have retired from active professional practice. 

Section 2. Annual Dues

The amount required for annual dues shall be set by the Board of Directors. It may be changed by a two-thirds (2/3) majority of the Directors at any meeting of the Board. Membership is granted after completion and receipt of a membership application and payment of annual dues.

Section 3. Rights and duties of Members

Any member in good standing shall be privileged to attend general business meetings and professional seminars, vote in all elections and hold any Society office. Members shall be expected to abide by the Code of Ethics of the Clinical Social Work Association.

Section 4. Resignation

Any member may resign by filing a written resignation with the secretary. Resignation shall not entitle member to refund of membership dues already paid.

Section 5. Termination

Membership in the Society shall be terminated as follows:

        A) For non-payment of dues after sixty (60) days of delinquency. Membership may be reinstated by payment of delinquent as well as currently outstanding dues.

B) For student members no longer enrolled in an accredited graduate school of Social Work.

C) By a vote of expulsion from the Society by a two-thirds (2/3) majority of the Board of Directors. Expulsion must be fair and reasonable, taking into consideration all of the relevant facts and circumstances. Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.

Section 6. Non-voting Membership

The Board shall have the authority to establish and define non-voting categories of membership.

ARTICLE IV. MEETINGS OF MEMBERS

Section 1. Regular Meetings

Regular meetings of the members shall be held at time and place designated by the Board of Directors.

Section 2. Annual Meetings

An annual meeting of the members shall take place, the specific date, time and location of which will be designated by the Board. At the annual meeting, the President and Treasurer shall report on the activities and financial condition of the corporation. The members shall consider and act upon such other matters as may be raised in the Notice of Annual Meeting.

Section 3. Special Meetings

Special meetings may be called by the President, the Executive Committee, or a simple majority of the Board of directors. A petition signed by five percent (5%) of voting members may also call a special meeting.

Section 4. Notice of Meetings

The Society shall notify members of the place, date and time of each annual, regular and special meeting of members in accordance with Missouri State Statutes. Notice of an annual or regular meeting will include a description of any matter or matters which must be approved by the members. Notice of a special meeting will include a description of the matter or matters for which the meeting is called.

Members may opt to receive notice of meetings by regular mail, by providing written or electronic notice to the Board.

Section 5. Quorum

A quorum for a meeting of the members shall consist of at least five percent (5) % of the active membership, including proxies. Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

Section 6.  Voting

All issues to be voted on at meetings shall be decided by a simple majority of those present when the vote takes place or by proxy unless otherwise noted in the Bylaws. All members in good standing shall be provided the opportunity to vote by proxy.

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the Organization shall be managed by its Board of Directors.  The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Organization.

Section 2. Number, Tenure, Requirements, and Qualifications

The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than twelve (12) including the following officers: the President, Secretary, and Treasurer. All directors must be natural persons.

The members of the Board of Directors shall, upon appointment, immediately enter upon the performance of their duties and may continue in office until their successors shall be duly qualified and appointed.  All members of the Board of Directors must be approved by a majority vote of the directors present and voting.  No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.

No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.

Each member of the Board of Directors shall be a member of the Society. Newly elected members of the Board of Directors who have not served before shall serve initial two-year terms.  At the conclusion of the initial two-year term, members of the Board of Directors may serve additional terms.  Each member of the Board of Directors is expected to attend at least eight (8) monthly meetings of the Board per year.

Each Director shall execute a written agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

Section 3. Regular Meetings

Regular meetings of the Board shall be scheduled on a monthly basis with times and locations to be determined by the Board. All meetings shall be open to attendance by the membership.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any location as the place for holding any special meeting of the Board called by them.

Section 5. Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. 

Section 6. Quorum

The presence, in person, of a majority of current members of the Board of Directors 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.  The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

Section 7. Forfeiture

Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article may be asked to forfeit his or her seat after Board action to do so as described in Section 11.  The President or Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. 

Section 8. Vacancies and Expiration

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting.  In the event a Director’s term expires, if a replacement is not readily available, Director may continue to serve in an interim basis for an indefinite period if mutually agreeable between the Director and the Board until a replacement is duly selected.

Section 9. Compensation

Members of the Board of Directors shall not receive any compensation for services as Directors.

Section 10. Informal Action by Directors

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of all of the Directors following notice of the intended action to all members of the Board of Directors. This consent may be granted via email. It is up to each Board Member to notify the President of any changes in email address.

Section 11. Removal.

Any Director elected by the Board may be removed with or without cause, at any time, by a two thirds vote of the members of the Board of Directors, if, in their judgment, the best interest of the Organization would be served thereby.  Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. 

Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these By-laws may automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 11 of this Article.

A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose or one of the purposes, of the meeting is removal of the director.

An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.

Section 12. Resignation

A director may resign at any time by delivering written notice to the Board of Directors or to the President or Secretary.

Section 13. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by reference to Robert’s Rules of Order.

ARTICLE VI. OFFICERS

The officers of this Board shall be the President, Secretary and Treasurer. All officers must have the status of active members of the Board. The Board may appoint other officers as needed.

Section 1. President

The President shall preside at all meetings of the membership. The President shall have the following duties:

Section 2. Secretary

The Secretary shall attend all meetings of the Board and of the Executive Committee, and all meetings of members, and will act as a clerk thereof. The Secretary shall have the following duties:

Section 3. Treasurer

The Treasurer shall have the following duties:

Section 4. Election of Officers

The Executive Director shall submit at the Board meeting, prior to the Annual Membership Meeting or a special meeting called for elections, the names of those persons nominated for the respective offices of the Board.  Nominations shall also be received from the floor at the Annual Meeting immediately prior to the election. Those officers elected shall serve a term of two (2) years, commencing at the next meeting following the annual meeting.

Officers shall be eligible to succeed themselves in their respective offices for additional terms only unless there is no candidate available.

Section 5. Removal of Officer

The Board, with the concurrence of two thirds vote of the Board members voting at the meeting, may remove any officer of the Board of Directors that was elected or appointed by the Board and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the officer in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.

Any officer elected by the members must be removed from office by the membership at a special meeting.

Section 6. Vacancies and Expiration

The Board of Directors shall be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers.  Nominations shall be sent in writing to members of the Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.

In the event an Officer's term expires, if a replacement is not readily available, that Officer may continue to serve in an interim basis for an indefinite period if mutually agreeable between the Officer and the Board until a replacement is duly selected.

ARTICLE VII. COMMITTEES

Section 1. Committee Formation

The Board may create or disband committees as needed. The Board President appoints all committee chairs.

Section 2. Executive Committee

The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of directors in the intervals between meetings of the Board of directors, and is subject to the direction and control of the full Board.

Section 3. Finance Committee

The Treasurer is the chair of the Finance Committee, which should include at least one other Board member. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Board members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be January 1 – December 31st. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members, and the public.

Section 4. Membership Committee

This committee is responsible for oversight in the areas of development, retention and maintenance of membership.

Section 5. Education Committee

This committee is responsible for oversight in the area of continuing education activities including all aspects of planning as well as implementation of regularly scheduled professional education programs.

Section 6. Regulatory Committee

This committee is responsible for oversight in the area of State Committee for Social Work regulations.

ARTICLE VIII. CORPORATE STAFF

Section 1: Executive Director

The Board of Directors may hire or enter into an Independent Contract Agreement with an Executive Director, who shall serve at the direction of the Board.  The Executive Director shall have immediate and overall supervision of the operations of the Organization, and shall direct the day-to-day business of the Organization, maintain the properties of the Organization, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors.  The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the President or the Board.  The Executive Director shall be an ad-hoc member of all committees.

The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Directors.  The Executive Director may be contracted at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of three-quarters (3/4) of the members present at any meeting of the Board of Directors.  Such removal may be with or without cause.  Nothing herein shall confer any compensation or other rights on any Executive Director.

ARTICLE IX.  CONFLICT OF INTEREST AND COMPENSATION

Section 1: Purpose

The purpose of the conflict of interest policy is to protect this 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 Society or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws regarding conflict of interest applicable to nonprofit and charitable organizations.

Section 2: Definitions

a.    Interested Person
Any director, principal officer, or member of a committee with Board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

b.    Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1.      An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

2.      A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

3.      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. A person who has a financial interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists.

Section 3. Procedures

a.       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 Board delegated powers considering the proposed transaction or arrangement.
b.      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 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.

1.    Procedures for Addressing the Conflict of Interest                                                                                                      An interested person may make a presentation at the 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.

2.      The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

3.      After exercising due diligence, the 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.

4.      If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the  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.

c.       Violations of the Conflicts of Interest Policy

1.      If the 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.

2.      If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the 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.

Section 4. Records of Proceedings

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

a.       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 Board’s or committee’s decision as to whether a conflict of interest in fact existed.
b.      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.

Section 5. Compensation

a.       A voting member of the Board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b.      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.
c.       No voting member of the 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.

Section 6. Annual Statements

Each director, principal officer and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:

a.      Has received a copy of the conflicts of interest policy,
b.      Has read and understands the policy,
c.      Has agreed to comply with the policy, and
d.      Understands the Organization is charitable and in order to maintain its tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7. Periodic Reviews

To ensure the Organization operates in a manner consistent with its purposes and does not engage in activities that could jeopardize its not-for-profit status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a.       Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
b.      Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8. Use of Outside Experts

When conducting periodic reviews, the Organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE X. INDEMNIFICATION

Section 1. General

To the full extent authorized under the laws of the State of Missouri, the organization shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “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.

Section 2. 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.

ARTICLE XI. BOOKS AND RECORDS

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

ARTICLE XII. AMENDMENTS

Section 1. Articles of Incorporation

The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment shall require the affirmative vote of an absolute majority of directors then in office.

Section 2. Bylaws

Amendments to the Bylaws may be proposed to the membership by either (a) a two thirds vote of the Board of Directors or (b) the signatures of not less than twenty five percent of the members.

The proposed amendment(s) shall be presented in writing to the general membership. It may be by mail, posting on the website, or use of email for review. All votes/ballots on the amendments must be received not later than thirty days after the date of distribution to the membership (including email ballots) to be counted. A two thirds majority vote of those voting shall be required for passage.