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The by-laws of The Transplant Society of Social Workers is availble for download in PDF format as well.

BYLAWS OF THE SOCIETY

FOR TRANSPLANT SOCIAL WORKERS

ARTICLE I - PURPOSE

The purpose of the Society for Transplant Social Workers is to promote, expand, and enhance the interests and role of social work in solid organ transplant health care; to encourage and stimulate clinical research and to engage in any and all other lawful activity provided.

ARTICLE II - PRINCIPAL OFFICE

The principal office of the Society for Transplant Social Workers, Inc. shall be the location of the statutory agent in Tucson, AZ.

ARTICLE III - MEMBERSHIP

SECTION 1: QUALIFICATIONS

1.1 REGULAR MEMBERSHIP: Shall be available to persons possessing a baccalaureate or graduate degree in social work and currently employed in transplant/health care settings.

1.2 ASSOCIATE MEMBERSHIP: Shall be available to:

  1. Professionals possessing baccalaureate and/or graduate degrees in fields other than social work and are currently employed in the transplant field.
  2. Professionals possessing a baccalaureate and/or graduate degrees in social work, but are not currently employed in the transplant field.

1.3 STUDENT MEMBERSHIP: Students enrolled in accredited social work programs and participating in field placements in transplant/health care settings shall be eligible for membership in the Society. Student members may serve on committees, but may not hold office or vote.

1.4 HONORARY/EMERITUS MEMBERSHIP: At the invitation of the Executive Committee, honorary/emeritus memberships may be offered to persons who significantly contribute to the mission and goals of the Society.

SECTION 2: TERMINATION AND REMOVAL

2.1 The following circumstances may warrant termination of an individual's membership status:

  1. Members whose professional activities have changed such that they no longer meet eligibility criteria established in Section 1.
  2. Failure to pay required annual dues.
  3. A member may voluntarily surrender his/her membership. Written notice shall be provided to the Membership Committee Chairperson, who shall timely forward it to the Executive Committee of the Board of Directors for action.
  4. A member whose conduct is determined inconsistent with the Society's mission, goals and/or violates its policies, procedures and bylaws shall be subject to termination of his/her membership.
  5. Violation of the National Association of Social Work Code of Ethics or comparable international social work organization code of ethics.

2.2 Any member, in good standing, may provide written notification to the Membership Committee of circumstances which may potentially warrant termination of another member's membership.

2.3 The Chairperson of the Membership Committee will present circumstances of a member’s conduct or activity to the Executive Committee which may deem termination of membership. The Executive Committee will determine if a membership should be terminated by a two-thirds vote of the committee members.

2.4 The Executive Committee shall be the final arbiter of all matters involving termination of memberships.

SECTION 3: REINSTATEMENT

3.1 A member shall be reinstated in the following manners:

  1. Payment of dues received prior to the end of the twelfth month from the original renewal date shall automatically be applied to the unpaid balance and the renewal date will remain the same.
  2. Payment of dues made after a twelve-month lapse in membership for any of the reasons stated in Article III, Section 2 of the bylaws must be accompanied by an application, and a new renewal date will be assigned.
  3. A member whose conduct or activity has resulted in removal from membership may apply for reinstatement after the time period designated by the Executive Committee.

SECTION 4: TRANSFERABILITY OF MEMBERSHIP

4.1 Memberships are nontransferable.

SECTION 5: DUES

5.1 The Executive Committee shall establish dues for each category of membership.

ARTICLE IV - BOARD OF DIRECTORS

SECTION 1: GENERAL AUTHORITY OF BOARD

The property and lawful business of the Society (including, but not by way of limitation, the selection of projects to be undertaken by the Society) shall be held and managed, respectively by the Board of Directors, as hereinafter provided. In addition to the powers and authority of these bylaws and the Articles of Incorporation expressly conferred upon them, the Board of Directors may exercise all such powers of the Society, and do all such lawful acts and things which are not by statute or by Articles of Incorporation, or by these bylaws, prohibited.

SECTION 2: COMPOSITION

The Board of Directors shall consist of the executive committee, all committee chairpersons, and members at large.

SECTION 3: EXECUTIVE COMMITTEE

The Executive Committee shall consist of all elected officers. Past Presidents and the immediate past treasurer are ex-officio members. The committee is responsible for conducting the operation of the Society according to the directives of the Board of Directors and shall act on behalf of the Board between meetings of the Board of Directors. The committee is to review and approve all contracts that the Society may enter into.

SECTION 4: MEMBERS AT LARGE

Members at Large represent the various specialty interests of the general membership. They act in an advisory capacity to the Board of Directors, keeping them informed of pertinent issues affecting social work practice in their specialty areas. Members at Large shall serve as a liaison to the Web Committee, the Program Committee, and other committees as requested. Members at Large are to prepare reports for presentation to the Executive Committee as requested. Members at Large are appointed by the Executive Committee.

SECTION 5: TERM AND REMOVAL

The term of office shall be two years minimum. There is no maximum term. The term of office shall begin at the close of the annual meeting at which they were elected/appointed. A member elected to or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of two-thirds of the Board of Directors.

SECTION 6: VACANCIES ON BOARD OF DIRECTORS

Vacancies may be filled by the directors remaining in office, a quorum being present for such action. A director so appointed shall hold office for the balance of the term of the director replaced. Directors appointed to fill such vacancies may serve full terms to which they were appointed.

SECTION 7: DUTIES AND POWERS

Except as otherwise provided in the Articles of Incorporation, the Board of Directors, by a majority vote of the Board of Directors at a duly convened meeting, shall have the power to adopt, amend and rescind bylaws for governing the Society, to fill vacancies occurring for any reason in the Board of Directors, or in the officers of the Society, and to designate such powers and duties to corporate officers as are deemed appropriate. The Board of Directors shall serve as effective stewards for the mission, goals and policies of the Society. In furtherance thereof, it is empowered to develop and implement an appropriate governance structure to transact the business of the Society and ensure fulfillment of its mission, goals and policies.

SECTION 8: MEETINGS OF THE BOARD OF DIRECTORS

8.1 ANNUAL MEETINGS:The annual meeting of the Board of Directors shall be held in conjunction with the Annual Conference and at such times and places as determined by the President. At the annual meeting the Board of Directors shall transact such other business as may come before the meeting. The annual meeting shall be in the place and time as specified in the notice of meeting. Installation of newly elected Directors and Officers shall take place at the annual meeting of the Society.

8.2 REGULAR MEETING:Regular meetings of the Board of Directors may be held without notice at such place and times as designated by the President or his/her designee.

8.3 SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the President or by petition of five (5) members of the Board of Directors. A two-week notice shall be given for such meetings unless three-fourths of the Board of Directors agrees to a shorter term of notice, or its waiver.

8.4 ACTION WITHOUT MEETING: Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all Directors of the Society.

SECTION 9: QUORUM Fifty percent (50%) of the membership of the Board of Directors shall constitute a quorum for the transaction of all business.

ARTICLE V – OFFICERS

SECTION 1: NOMINATIONS

Nominations for officers may be submitted to the Nominating Chair prior to presentation at the Annual Meeting to be considered for a vote. The Board of Directors will review and approve the final slate for vote by the membership.

SECTION 2: ELECTION

The chief officers of the Society shall be the President, Vice President, Secretary and Treasurer, all of whom shall be elected by a majority vote of the membership present at the annual meeting. With the exception of the office of President, officers seeking election need only be members in good standing. The President shall be selected from the Board of Directors and elected by a majority of the membership present at the annual meeting.

SECTION 3: TERMS AND REMOVAL OF OFFICER

The term of office shall be two years minimum. There is no maximum term. The term of office shall begin at the close of the annual meeting at which they were elected with the exception of the Treasurer whose term concludes at the end of the calendar year in which the election occurred. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of two-thirds of the duly elected Board of Directors.

SECTION 4: VACANCY

In the event of a vacancy in the office of the President, the Vice President shall assume the office of the President for the remainder of the unexpired term. The Vice President may not accede to the office of the President unless elected by a majority vote of the membership present at the annual meeting. In the event of a vacancy in the offices of Vice President, Secretary and/or Treasurer, the Board of Directors shall be empowered, by a majority vote, to select a member from its Board of Directors to fill the office or offices for the unexpired term.

SECTION 5: DUTIES OF THE PRESIDENT

The President is an ex-officio member of all committees and shall preside at all meetings of the membership and Board of Directors. The President may sign and execute all authorized bonds, contracts or other obligations in the name of the Corporation with the consent of at least three other officers and shall have the power to do and perform such other duties as from time to time may be assigned to the office by the Board of Directors.

SECTION 6: DUTIES OF THE VICE-PRESIDENT

In case of the absence or disability of the President, the duties of that office shall be performed by the Vice President, except as may be limited by a vote of the Board of Directors. The Vice President accepts scholarship applications, applies guidelines, and makes awards. The Vice President chairs the credentialing committee and is its liaison to the Board of Directors.

SECTION 7: DUTIES OF THE SECRETARY

The Secretary shall keep a record of all minutes of all meetings of the Corporation, the Board of Directors and a record of the reports of committees appointed by the Board.

SECTION 8: DUTIES OF THE TREASURER

The Treasurer shall receive and keep an accurate account of all money of the Corporation and shall disburse same upon the order of the Board of Directors. At the Corporation's annual meeting and/or at the direction of the President, the Treasurer shall provide current financial statements to the membership, Board of Directors, Executive Committee and shall complete the requisite annual financial documentation to comport with all statutory and auditing purposes. The Treasurer shall maintain the Corporation's bank accounts, including all monthly and annual statements, shall keep current records of member's payment of annual dues. The Treasurer may sign contracts with the approval of at least three other officers.The Past Treasurer completes the books and files taxes for the remainder of the calendar year that his/her term of office terminated.

SECTION 9: RESIGNATION

An officer of the Society may resign from office by notifying the other members of the Executive Committee. The vacancy will then be filled in accordance with the bylaws.

 

SECTION 10: DELEGATION OF OFFICERS’ POWERS AND DUTIES

In the absence or inability of any officer of the Society and of any person herein authorized to act in his/her place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or other person whom it may select.

SECTION 11: COMPENSATION OF OFFICERS

No officer of this Society shall be entitled to or paid any salary at any time. No part of the net income of the organization shall, in any way, inure to the benefit of any officer of the Society and in the event of the dissolution of this Society, the property of the Society, if any, shall be distributed for the purposes for which the Society is organized and no part of such property shall be, in any event, the property of any of the officers of the Society.

ARTICLE VI - COMMITTEES

SECTION 1: COMMITTEES

1.1 The Board of Directors, by resolution adopted by a majority of the Board of Directors, may designate and appoint such standing or temporary committees as are deemed appropriate and invest such committees with such powers as it may see fit.

1.2 The Board of Directors shall have the power at any time to fill vacancies, change the size or membership of, and to discharge any committee. Each committee shall have and may exercise such power as is set forth in these bylaws or as be authorized by the Board of Directors. The designation and appointment of any committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or said director by law.

1.3 The President shall appoint all committee chairpersons and those chairpersons shall appoint the members of their respective committees with all such appointments subject to approval by the Executive Committee.

ARTICLE VII - MEMBERSHIP MEETINGS

SECTION 1: ANNUAL MEETINGS

The annual meeting of the members of the Society shall be held in conjunction with the Annual Conference and at such times and places as determined by the Conference Committee. At the annual meeting the members of the Society shall transact such other business as may come before the meeting. The annual meeting shall be in the place and time as specified in the notice of meeting.

SECTION 2: SPECIAL MEETINGS

Special meetings of the Society may be called by the President or by petition of five (5) members of the Board of Directors. A two-week notice shall be given for such meetings unless three-fourths of the Board of Directors agrees to a shorter term of notice, or its waiver.

SECTION 3: NOTICE OF MEETINGS

Notices of meetings of members of the Society, whether annual or special, shall set forth the date, time and place thereof.

SECTION 4: QUORUM

Fifty percent (50%) of the membership of the Society shall constitute a quorum for the transaction of all business.

ARTICLE VIII - DISSOLUTION

Should the Society be dissolved, any remaining assets will be distributed to charitable organization with similar causes, more specifically, those committed to maintaining the quality of transplants in North America. Specifically, on dissolution of the Society, the Board shall, after paying or making provision for payment of all liabilities of the Society, distribute all assets of the Society to such organizations the board may determine, which are organized and operated under Section 501 (c) (3) of the IRS Code and are deductible under Section 170 (1) or (2) of the code.

ARTICLE IX: AUDIT

SECTION 1: AUDITOR

The accounts and finances of the Corporation shall be reviewed every 5 years, by such auditor as may be selected by the Board of Directors, and said review shall be submitted to the Board of Directors for its approval.

SECTION 2: ACCOUNTING YEAR

The accounting year of the Corporation shall begin on the 1st day of January and end on the last day of December in each year.

ARTICLE X: INDEMNIFICATION OF OFFICERS, DIRECTORS, MEMBERS AND EMPLOYEES

The Society shall indemnify, to the maximum extent of applicable law including pursuant to Arizona Revised Statute, Section 10-1005 c, any person who is a party to, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or 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 he or she is or was a director, officer, member or employee of the Society or is or was serving at the request of the Society as a trustee, officer, member or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the Society in advance of the final disposition of any such action, suit or proceeding to the extent permitted by law.

The Society may, to the full extent then permitted by laws and authorized by the Board of Directors, purchase and maintain insurance on behalf of officers, Board of Directors or employees against liability asserted against and incurred by any such person in any such capacity, or arising out of his or her status as such, whether or not the Society would have the power to indemnify such person against such liability.

ARTICLE XI: CONFLICT OF INTEREST POLICY

SECTION 1: PURPOSE

The purpose of the conflict of interest policy is to protect the interests of the Society for Transplant Social Workers (the "Corporation"), when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a member of the Board of Directors of the Corporation or a person that may be a so-called "disqualified person," within the meaning of Section 4958(f)(1) of the Internal Revenue Code of 1986, as amended (the "Code"). This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable organizations, and it shall be interpreted in a manner consistent with the limitations and restrictions imposed under applicable tax laws.

SECTION 2: DEFINITIONS

2.1 INTERESTED PERSON

Any director, principal officer, member of any committee with Board-delegated powers who has a direct or indirect financial interest, as defined below, and any "organization manager," within the meaning of Section 4958(f)(2) of the Code, is an "interested person" for purposes of this policy.

2.2 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 Corporation has a transaction or arrangement, or
  2. a compensation arrangement with the Corporation or with any entity or individual with which the Corporation 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 Corporation is negotiating a transaction or arrangement.

SECTION 3: PROCEDURES

3.1DUTY TO DISCLOSE

In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of his or her financial interest to the Board of Directors and members of any committees with any Board-delegated powers considering the proposed transaction or arrangement.

3.2DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS

After disclosure of the financial interest, the interested person shall leave the Board or committee meeting while the financial interest is discussed and voted upon. The remaining Directors or committee members shall decide if a conflict of interest exists.

3.3PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST

  1. The disinterested Directors shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  2. After exercising due diligence, the disinterested Directors shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
  3. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the disinterested Directors shall determine by a majority vote, whether the transaction or arrangement is in the Corporation's best interest and for its own benefit, and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

3.4VIOLATIONS OF THE CONFLICT OF INTEREST POLICY

  1. If the disinterested Directors have reasonable cause to believe that the interested Director has failed to disclose an actual or possible conflict of interest, the disinterested Directors shall inform the interested Director of the basis for such belief and afford the interested Director an opportunity to explain the alleged failure to disclose.
  2. If, after hearing the response of the interested Director and making such further investigation as may be warranted in the circumstances, the disinterested Directors determine that the interested Director has, in fact, failed to disclose an actual or possible conflict of interest, they shall take appropriate disciplinary and corrective action.

SECTION 4: RECORDS OF PROCEEDINGS

4.1 The minutes of the Board of Directors meetings and the minutes of all meetings of 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 disinterested Directors' 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 therewith.

SECTION 5: COMPENSATION COMMITTEES

5.1 A Director or voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that Director's or member's compensation.

5.2 Individuals who receive compensation, directly or indirectly, from the Corporation, whether as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters.

SECTION 6: ANNUAL STATEMENTS

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

  1. has received a copy of this conflicts of interest policy,
  2. has read and understands the policy,
  3. has agreed to comply with the policy, and
  4. understands that the Corporation is a charitable educational organization and that in order to maintain the Corporation's federal tax exemption the Corporation must engage primarily in activities which accomplish one or more of the Corporation's tax-exempt purposes.

SECTION 7: PERIODIC REVIEWS

7.1 To ensure that the Corporation operates in a manner consistent with the Corporation's charitable purposes and that the Corporation does not engage in activities that could jeopardize the Corporation's status as an organization exempt from federal income tax, periodic reviews shall be conducted by the Directors or individuals appointed by the Directors. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits of interested persons are reasonable and are the result of arm's-length bargaining; and
  2. Whether each partnership, joint venture and contractor services arrangement between the Corporation and any non-charitable organization conforms to the written policies, are properly recorded, reflect reasonable payments for goods and services, further the Corporation's charitable purposes and do not result in inurement or impermissible private benefit.

SECTION 8: USE OF OUTSIDE EXPERTS

In conducting the periodic reviews provided for in Section 7 and in making any determinations of whether compensation and any property transfer arrangements are reasonable, the Corporation may, but need not, use outside advisors and may rely on the advice of legal counsel. If outside experts are used, their use shall not relieve the Directors of their responsibility for ensuring that periodic reviews are conducted.

SECTION 9: AVOIDANCE OF EXCESS BENEFIT TRANSACTIONS

9.1 To ensure that the Corporation operates in a manner that precludes the participation of the Corporation in any "excess benefit transaction," within the meaning of Section 4958 of the Code, the Directors shall be required to annually maintain and update a current list of (i) the 'disqualified persons" with whom the Corporation may have dealings, and (ii) the "organization managers" of the Corporation.

9.2 Each Director, officer and any other person identified as an organization manager shall certify annually to the Corporation in writing that they have not knowingly participated in an excess benefit transaction.

9.3 The Directors shall adopt procedures with the assistance of legal counsel for approving compensation and property transfer transactions to ensure that such transactions are reviewed and approved only by Directors who are disinterested and do not have a conflict of interest. The approval of such transactions is based upon appropriate comparability data and that the Directors adequately and contemporaneously document the determination.

SECTION 10:CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on 8/10/2011.