Article I. Name, Principal Office, Purposes, and Restrictions

Name. The name of this corporation shall be the California Society for Clinical Social Work, Inc.  The corporation is a nonprofit mutual benefit corporation consistent with IRS Code Section 501 (c)(6).  

1.01 Purposes.  The purpose of this corporation shall be to advance and promote the practice of Clinical Social Work. The Association is organized to:

a.                     a. promote excellence in Clinical Social Work practice by advancing the profession for the benefit of clients and clinicians who serve them;

b.                     define, advance, and promote the professional standards and practice of clinical social work by assisting members to establish and maintain high standards of professional education, practice, ethics and achievement;

c.                      increase and disseminate professional knowledge through research, reports, publications, and involvement with other organizations;

d.                      promote legislative and regulatory statutes and rules that provide for the optimum practice of clinical social work;

e.                      further any purpose that may be consistent with the Mission and is permitted by law.

 1.02 Restrictions.  All programs and activities must be consistent with the applicable antitrust, tax-exemption and California Nonprofit Corporation Law requirements.

Article II.            Membership Classes, Qualification, Fees, Rights, Termination

1.      Membership Classes.  The membership of this corporation shall consist of five (5) classes, the designation and requirements of which are as follows:

a.                     Fellow: Any social worker who holds a California State Clinical License. 

b.                     Associate: Any unlicensed social worker holding a Master’s degree from an accredited School of Social Work.

c.                     Student: Any student enrolled in an accredited School of Social Work.

d.                     Emeritus: Any Fellow member in good standing who has retired completely from clinical practice.

e.                     Special Circumstances: Any social worker who due to economic hardship cannot continue their membership at the mandated rate.  Rate will be reduced to $50 for that year and will be reviewed each year.

2.      Qualifications. A person shall become a member of the corporation in the highest of the above classes for which they qualify (except for Emeritus) if, in addition to meeting the criteria for that class, they are accepted by the Board of Directors or its authorized representative and pay all applicable fees, dues or assessments as the Board may from time to time fix for that class.

3.      Fees.  Each member in good standing must pay, within the time and on the conditions set by the Board of Directors, such application fee, dues, or assessments in the amounts to be fixed by the Board.

1.      Rights.  All members shall have the right to vote in any and all elections and shall be privileged to attend and participate in general business meetings.  

2.      Termination.  

a.                     Cause of Termination:  The membership of any Fellow, Associate, Student, Affiliate or Emeritus shall terminate upon the occurrence of any of the following events:

                                                        i.The resignation of the member.

                                                       ii.The failure of a member to pay annual dues and/or assessments within the time set forth by the Board of Directors.  

                                                     iii.The determination by the Board of Directors, based on the recommendation by the Standards and Ethics Committee, that the member has violated in a material or serious manner any ethical standards for the practice of Clinical Social Work, or has had their license to practice as a Clinical Social Worker suspended or revoked. Following the determination that a member should be expelled under subparagraph (3) above, the following procedure shall be implemented:

1.      A notice shall be sent by mail by prepaid, first- class, or registered mail to the most recent address of the member as shown on the corporation's records, setting forth the expulsion and the reasons therefore.  Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion. 

2.      The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not fewer than five (5) days before the effective date of the proposed expulsion.  The hearing will be held by a special member expulsion committee composed of not fewer than three directors appointed by the President.  The notice to the member of their proposed expulsion shall state the date, time, and place of the hearing on his proposed expulsion.

3.      Following the hearing, the expulsion committee shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way.  The decision of the committee shall be final.

4.      Any person expelled from the corporation shall receive a refund of dues or assessments already paid and the refund shall be prorated to return only the unaccrued balance remaining for a period of dues payment.

Article III.            Meetings of Members

1.      Place of Annual Meetings.  Meetings of the membership shall be at such place and times within the State of California designated by the Board of Directors. 

2.      Annual Meeting. The annual meeting of members shall be held in the Fall of each year, unless the Board of Directors fixes another date and so notifies the members. The Board of Directors may elect not to have an annual meeting in any given year.

3.      Special Meetings. A special meeting of the members may be called at any time by any of the following:

a.                  The Board of Directors           

b.                  The President of the Society; or,

c.                   Five percent (5%) or more of the members of the corporation.

Article IV.            Board of Directors

1.      Authority.   The business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.  The Board is the governing body of the corporation.

2.      Number, Composition and Qualifications of Directors.

a.                     Number: The authorized number of directors shall be no fewer than eight and no more than 14 until changed by amendment of these bylaws. 

b.                     Composition:  The Board shall consist of a President, President-Elect, Past President, Secretary, Treasurer (this is the Executive Committee) and seven other directors. There shall be one director from each active district. If new districts are added, they shall have a director on the board (which will increase the number of Directors) Whenever a vacancy occurs, it should be filled by a member from the same district. 

3.      Election and Term of Office of Directors

a.                  President-Elect/President:  The President-Elect shall be elected in even numbered years to serve a three (3) year term, the first year as President-Elect, the next two as President.

b.                  Past-President: If a President was duly elected by the members, the Board shall upon the expiration of their three (3)  year  term,  appoint said person to  the  office  of  Past- President, to serve a two (2) year term.

c.                   Other Directors: Six (6) directors shall be elected in even-numbered years to serve for a term of two (2) years.   Six (6)  directors shall be elected in odd- numbered years to serve for a term of two (2) years.

d.                  Term of Office: A director's term of office shall commence July 1 of the year of his or her election.

e.                  Limitation on Number of Terms: No person elected may serve more than three (3) consecutive two (2) year terms thereafter.

4.      Vacancies. 

a.                     Events Causing Vacancy:  A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the following:

                                                     i.The death, resignation or removal of any director;

                                                    ii.The declaration by resolution of the Board of Directors of a vacancy of the office of a director who has been declared of unsound mind by an Order of Court or convicted of a felony or has been bound by final order or judgment of any Court to have breached a duty under Section 7230 and following of the California Nonprofit Corporation Law;

                                                  iii.The vote of the members to remove a director;

                                                  iv.The increase of the authorized number of directors;

                                                    v.The failure of the Board of Directors to nominate fewer than 12 members for the annual election of Directors. Board members may attend meetings via video conference only in cases of an emergency.

                                                  vi.When a director misses two (2) of three (3) consecutive regular scheduled meetings of the Board.

b.                     Resignations:  Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the President or the Secretary or the Board of Directors, unless the notice specifies a later time for the resignation to become effective. 

c.                     Vacancies Filled by Members:   The President with Board approval may appoint a member in good standing to fill the vacancy for the remainder of the term. The newly appointed director shall be a non-voting member of the Board.  

d.                     No Vacancy on Reduction of Number of Directors:  No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

1.      Nomination and Solicitation for Votes

a.                     Nominating Committee:  The President shall appoint a committee to select qualified candidates for the next annual election. The nominees shall, as reasonably and fairly as possible, reflect the diverse geopolitical and demographic distribution of members within the State.  

                                i.An active local District may petition the Board to name and elect a member to the Board.

                               ii.Nomination by Members: Ten (10) or more members in good standing may nominate additional candidates with candidates’ written approval for all directorships (including President-elect) at any time within twenty-five (25) days after mailing of notice as set forth in 4.05(b).  Upon timely receipt of a petition signed by the required number of members, and candidates written approval, the Secretary, or other authorized representative of the Board, shall cause the names of these additional candidates to be place on the ballot with those candidates named by the nominating committee.

b.                  Election: The annual election shall be by written and/or electronic ballot in a manner determined by the Board in conformity with the California Nonprofit Corporation Law.   

Article V.            Meetings

1.      Regular Meetings.  The Board shall determine the date and place of regular meetings.

2.      Special Meetings.  Special meetings of the Board may be called by the President, or may be called by two-thirds (2/3) of the members of the Board of Directors.

3.      Notice of Meetings. Conference calls of the Board may be held upon four day’s notice by first-class mail or 48 hours’ notice delivered personally or by telephone, including a voice message system or other system or technology designed to record or communicate messages, telegraph, facsimile, electronic mail or other electronic means.

4.      Waiver of Notice.  Notice of a Meeting need not be given to any Director who signed a Waiver of Notice.   

5.      Quorum and Majority Action.  A majority of the Directors in office shall constitute a quorum, defined as the minimum number of Directors that must be present in order to transact business.  Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board.

6.      Conduct of Meetings.  Meetings shall be governed by Sturgis, The Standard Code of Parliamentary Procedure.

7.      Officers. The officers of the corporation shall be a President, President-Elect, Secretary, and Treasurer, who shall serve as Chief Financial Officer.  Officers other than the President-Elect shall be appointed by the President.  If necessary, the officers shall serve as an Executive Committee to act on behalf of the Board between Board meetings.

Article VI.            Committees

1.      The President with the approval of the Board may designate one or more committees, each consisting of one (1) or more directors, to serve at the pleasure of the Board.  Any committee, to the extent provided in a resolution of the Board, shall have all the authority of the Board. Members who do not serve on the Board of Directors may be appointed by the President to serve on any committee.

Article VII.  Paid Organizational Staff

7.01     The Board of Directors may hire paid professional staff as necessary. Staff will work closely with the Board to fulfill the administrative needs of the organization and will report directly to the Board.

Article VIII.  Non-Liability, Indemnification and Insurance

1.      Non-Liability of Directors.  A Director shall not be personally liable for the debts, liabilities, or other obligations of the corporation. A Director whose conduct conforms to the standard of conduct set forth in the CSCSW policy and procedures shall not be liable for any claim arising out of the Director’s actions as such.

2.      Indemnification.  To the fullest extent permitted by law, the corporation shall indemnify and hold harmless any and all agents against all claims to which they may be subjected by reason of any alleged or actual action or inaction in the performance of their duties performed in good faith on behalf of the corporation.  “Agent” for this purpose shall include Directors, officers and employees.

3.      Insurance.  The corporation shall have the right to purchase and maintain insurance to the fullest extent permitted by law on behalf of its agents against any liability asserted against or incurred by the agent in such capacity arising out of the agent’s status as such.

Article IX.  Amendment of Bylaws

1.      Amendment of Bylaws.  The Board may amend, repeal, and adopt Bylaws at any time following appropriate Parliamentary procedure.

Amended  June 3, 2018