BYLAWS OF THE SOCIETY FOR SOCIAL WORK AND RESEARCH, INC., REVISED.

PREAMBLE

The Society for Social Work and Research is a non-profit (Federal ID Number 13-3768131), professional society incorporated in the State of New York in 1993. The Society is devoted to the involvement of social workers, other social work faculty, and social work students in research and to promotion of human welfare through research and research applications.

ARTICLE I – NAME AND PURPOSE

1. The name of the organization shall be the Society for Social Work and Research, Inc., also referred to herein as SSWR and the Society.

2. The Society for Social Work and Research promotes development and dissemination of high quality research to improve the social welfare of all people.

The Society

• encourages the design, implementation and dissemination of high quality research that addresses critical social practice and social policy issues;
• fosters a support network among researchers conducting research on social work practice and social policy in the United States and around the world;
• provides learning opportunities to improve the conduct of social work-relevant research and its application;
• endorses practices and policies grounded in the best available evidence;
• promotes increased research funding and training programs for social workers;
• provides formal recognition of significant contributions to social work-relevant research; and
• seeks active partnerships with other social work and research-related organizations to accomplish all of the above

ARTICLE II. MEMBERSHIP AND DUES

1. Membership in the Society shall be from January 1 to December 31. For other purposes, including the terms of elected officers, terms “annual” or “year” shall refer to the time between the close of the annual Conference and close of the next following annual Conference. Should an annual Conference be cancelled or postponed, the Board of Directors shall set a time when the next Society year begins.

2. Membership classes shall be: Full, Student, Associate and Emeritus. (a) Full members are persons who have a bachelors, masters, or doctoral degree in social work or social welfare; and faculty teaching in social work programs. (b) Student members are students in a bachelors, masters, or doctoral degree programs in social work or social welfare. (c) Associate members are persons who are not otherwise eligible for Full or Student membership. (d) Emeritus members are persons who have been continuous members of the Society for at least five years and are retired from their primary place of employment, and who make a written request to the Society for Emeritus status.

3. All members are entitled to attend meetings of the Society, to receive its publication(s), and to receive other communications authorized by the Society. Full, Student, Associate and Emeritus members have voting rights, and, except for those holding Associate membership, are eligible for elective office in the Society.

4. Membership dues shall be established by the Board of Directors for the various classes of membership. Any changes in the dues schedule shall take effect at the beginning of the next membership year. Failure to pay dues by the end of the membership year will result in suspension of membership privileges.

ARTICLE III. OFFICERS, DUTIES, AND TERMS OF OFFICE

1. The officers of the Society shall consist of a president, a president-elect, a vice-president, a vice-president-elect, a secretary, and a treasurer. Each shall perform the usual duties of the respective office and specific duties provided elsewhere in these Bylaws or as assigned by the Board of Directors.

2. The president shall serve one year as president-elect, two years as president, and one additional year as past-president, and may not hold any other office within the Society while President. The president is responsible for all aspects of leadership of the Society, including but not limited to the following: supervising the conduct of the annual conference; representing and speaking for the Society; signing contracts and other documents on behalf of the Society, except as such duties are assigned to the treasurer; and performing other duties authorized by the Board of Directors.

The president shall appoint chairs of all standing committees, subject to the advice and consent of the Board, from among members of the Society.

The president is an ex-officio member of all standing committees.

3. The President-elect shall serve in this capacity for one year. He/she will assist the President in his/her duties and will serve on selected committees of the Society as specified in these bylaws. The President-elect shall fulfill the duties of the President in case of the President’s absence, incapacity, or resignation.

4. The vice-president shall serve a three year term, the first year as vice president-elect, the second year as vice president, and the third year as past Conference Committee chair, and may not hold any other office during that time. The vice president shall serve as the chair of the Conference Committee, while the vice-president-elect will assist in this function. During periods when there is no president-elect, the vice-president shall serve as president in the event of the president’s resignation, lengthy absence, or incapacity, until a new president takes office.

5. The secretary and treasurer will each serve a three-year term, and may not hold any other office within the Society during that time.

The secretary shall: (a) record, maintain and distribute minutes of the annual membership meeting and regular meetings of the Board of Directors; (b) edit the Society’s newsletter; (c) maintain important papers and records for the Society's archives; (d) maintain and deposit minutes, committee reports, and other reports to the Society's archives; and (e) maintain records of all ballots of elections, and other matters voted upon by the membership,
The treasurer shall (a) receive, have custody of, and disburse the funds of the Society subject to authorization of the Board of Directors, (b) oversee maintenance of records of all receipts and disbursements, preparation of financial statements, annual dues notices, and records of dues payments, and carry on the routine business and fiscal affairs of the Society; (c) arrange for an independent audit of the accounts annually, (d) with approval from the Board of Directors, sign contracts and other authorized documents on behalf of the Society; and (e) prepare an annual budget based on plans developed by the Board of Directors and the committee chairs.

ARTICLE IV. BOARD OF DIRECTORS, DUTIES, AND TERMS OF OFFICE

1. The Board of Directors shall consist of (a) the officers of the Society and (b) seven members-at-large. One member-at-large serves as student member and is elected for two years. Six are elected for staggered three-year terms, with two members elected each year. All members shall have voting privileges.

The Board of Directors is the governing body of the Society and interprets the Bylaws. It is responsible for policy formulation for the Society and has responsibility for the general and fiscal affairs of the Society. It fills all vacancies among officers and board members not provided for in other ways, with such appointees to hold office until the installation of new officers at the next annual membership meeting of the Society. It establishes plans and call for both regular and, if necessary, special meetings of the Society. It may create and dissolve ad hoc committees as are deemed necessary to carry out the functions and achieve the objectives of the Society.

2. An elected member of the Board of Directors has no specific duties other than those assigned to the Board by the Bylaws, or special assignments made by the president or the Board of Directors.

3. In the event of a death, resignation, or inability of a Board member to perform his or her duties, the Board shall appoint a successor to complete the remaining term.

4. Board members must be dues paying members of the Society and shall have been members of the Society for at least one year prior to their nomination for office.

5. Members of the Board of Directors may serve only two terms in the same capacity, but may run for the Board in a different capacity after their term in their previous position is completed. No member of the Board may serve more than two consecutive terms in any position.

ARTICLE V. COMMITTEES OF THE SOCIETY

1. The Committees of the Society shall consist of such standing committees as may be provided by these Bylaws and such special committees as may be established by the Board of Directors.

2. The Nomination and Election Committee shall consist of at least five people and a chair. The chair shall be selected by the president and approved by the Board of Directors, from among the members-at-large of the Board. The members of the Committee shall be selected by the chair and approved by the Board and should include members appointed from the Society’s general membership.

The Nomination and Election Committee shall secure nominations from the members of the Society who are in good standing and shall ascertain whether the nominees are qualified and willing to serve if elected. From those nominees who meet these criteria, the Nomination and Election Committee will designate a double slate of candidates who will run for open positions on the Board. On all ballots, the membership will be given the opportunity to write in a candidate for each office who the Nominations and Elections Committee has not designated as part of the official slate of candidates.

The Board of Directors shall be elected by majority vote on ballots sent to Members and returned to the Nominations and Elections Committee.

The Nomination and Election Committee shall be responsible for making a preferential count of the election ballots and reporting the results to the Board of Directors and the membership at its annual membership meeting.

3. The Conference Committee shall consist of at least six members, including the vice-president as chair. Other members of the Committee will include the vice president-elect, the past program chair/immediate past vice-president, the president-elect, one member-at-large who will serve as the volunteer coordinator for the annual conference, one member-at-large who will serve as the chair of the Awards Committee, and other individuals as deemed appropriate by the Board.

The Conference Committee shall be responsible for overseeing all aspects of program planning for the Society’s annual conference, including but not limited to abstract review, selection and scheduling of presentations; presentation of awards; volunteer coordination, recruitment and assignment of session moderators; and production/editing of the conference program.

4. The Awards Committee shall consist of at least four members, including the chair, who is a member-at-large of the Board of Directors, appointed by the president. The Committee membership will include the president and two members of the Society, appointed by the chair.

The Committee shall be responsible for soliciting nominations and selecting awardees for all awards presented by the Society, with the exception of the Distinguished Achievement Award, which is the responsibility of the President. Subcommittees for each of the Society’s awards may be established by the chair of the Awards Committee.

5. The Finance Committee will consist of at least four members of the Society. It will be chaired by the treasurer of the Society, and will include the president, past president, the president-elect, and at least one other member of the Society.

The Committee shall be responsible for fiscal planning and management of the Society and will make recommendations to the Board regarding such matters as budgeting, dues structure, conference fees, as well as investment and protection of the Society’s assets.

6. The Committee on Publications will consist of at least five members of the Society. It will be chaired by a member of the Board of Directors and will include no more than one other member of the Board.

7. The Fund Development Committee will consist of at least five members of the Society including the chair, who is a member-at-large of the Board of Directors, appointed by the president. The Committee membership will include the treasurer and at least three members of the Society, appointed by the chair.

The Committee shall be responsible for developing and implementing fund development plans to advance the work of the Society.

ARTICLE VI. MEETINGS OF THE BOARD OF DIRECTORS

1. The Board of Directors shall meet on a regular and/or periodic schedule to be determined by the president and the Board of Directors each year. Members of the Board of Directors may hold or participate in a meeting of Directors by means of conference telephone or similar communications equipment, and provided that all persons participating in the meeting can hear each other at the same time, this shall constitute presence in person at the meeting.

2. The Board of Directors shall meet at least once during the annual meeting, at a time and place to be announced in advance to the members of the Society, and shall be available to receive verbal or written communications from the members at that time and place. At the annual Board of Directors meeting coincidental to the annual membership meeting, the treasurer and the committee chairs shall present written reports of their activities during the past year and be available for questions and discussions.

Special meetings of the Board of Directors may be called by the President or a majority of its members.

3. Eight members of the Board of Directors shall constitute a quorum. The meeting shall be conducted according to Robert's Rules of Order, Revised. Any action required or permitted to be taken by the Board may be voted upon without a meeting if all members of the Board receive mail or electronic mail and the votes are returned in the same manner. Mail or electronic mail votes shall be filed with the minutes of the Board.

ARTICLE VII. MEETINGS OF THE MEMBERSHIP

1. A general meeting of the Society shall be held every year for the transaction of business, presentations of scientific information and for other purposes germane to the objectives of the Society.

2. A general membership meeting shall be held during the annual meeting for the discussion of the business of the Society, including the presentation of reports and communication to inform the members on matters of interest to the Society, and to permit responses from the Society’s officers to questions and suggestions from the membership. A summary of actions taken by officers, committee chairs, and the Board of Directors shall be presented to the membership and an opportunity will be provided for questions from the membership. The membership meeting shall be scheduled at a time that is not in conflict with other sessions. The president will chair the meeting. A treasurer’s report will be presented.

The presence of not less than 5% of the members of the Society shall constitute a quorum and shall be necessary to conduct official business. Any decision taken at such a meeting shall be subject to ratification by membership in a referendum.

3. The Board of Directors may authorize additional meetings and may cancel or postpone the annual meeting.

ARTICLE VIII. ADMINISTRATIVE OFFICE OF THE SOCIETY

The Board of Directors may establish an administrative office for the Society and allocate to it responsibility for day to day operations of the Society, and provide funds for the office to complete the tasks involved in the operations of the Society. The Board of Directors may appoint an administrative director, define the administrative director’s duties, approve compensation or contract fees and terminate the administrative director’s employment. The administrative director will be specifically accountable to the president of the Society and the Finance Committee.

ARTICLE IX. AMENDMENTS

1. These Bylaws may be amended by a two-thirds vote of members who reply to a ballot sent to the total membership using the most current electronic mail address of the members. Bylaws amendments may be initiated by the Board of Directors, or by a petition of 5% of the total membership.

2. At least every six years after the adoption of these Bylaws, the Board of Directors shall appoint a committee to review these Bylaws and to recommend changes in them.

ARTICLE X. DISSOLUTION

In the event of the dissolution of the Society, any net assets shall be distributed to one or more organizations which have established appropriate exemption status under Section 501(c)(3) of the Internal Revenue Code, contributions to which organization(s) are deductible, and reflect similar goals and objectives of the Society.

ARTICLE XI. INDEMNIFICATION

1. 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 such person is or was a director or officer of the Society, or a chair or member of any committee or task force of the Society, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interest of the Society, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interest of the Society, and, with respect to the criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

2. 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 by or in the right of the Society to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Society, or a chair or member of any committee or task force of the Society, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interest of the Society. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Society, unless, and only to the extent that, a court in which action or suit was brought shall determine 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.

3. The Society shall have power to purchase and maintain insurance covering the Society and any person who is or was a director, officer, employee, agent, or chair or member of a committee, task force, or similar group of the Society, against liability asserted against such persons and incurred in any such capacity, or arising out of such person’s status as such, whether or not the Society would have the power to indemnify such person against such liability under the provisions of this Article XI. Any amounts payable as indemnification under this Article XI shall be limited by the amount of money collectible under the Society’s insurance coverage.

Approved by SSWR Membership January 2010