Bylaws

 

ARTICLE I - NAME

 

The name of this Organization shall be Clinical Social Work Association of Savannah, Inc..

ARTICLE II - PURPOSE

2.1 The Clinical Social Work Association of Savannah, Inc. is a professional Association of graduate and accredited social workers active in the practice or theory of clinical social work, and of other professionals in related areas of activity as may be determined by the Executive Committee from time to time.

2.2 The purpose of this Corporation is the educational, social, scientific, humanitarian and professional improvement, advancement and development of the profession of clinical social work and of the professionals engaged therein.

ARTICLE III - DIRECTORS AND EXECUTIVE COMMITTEE

3.1 Subject to these by-laws or any lawful agreement between the members, the full and entire management of the affairs and business of the Corporation shall be vested in the Board of Directors which also may be known as the Executive Committee, which shall have and may exercise all of the powers that may be exercised or performed by the Corporation.

3.2 The Board of Directors shall consist of no fewer than three nor more than 11 members who shall be elected at an Annual Meeting of the Members and who shall serve without compensation for a term of one year and until a successor is elected. A Director elected as a Trustee as provided in these By-Laws, and who is not an officer or a committee chairman, may serve no more than 2 successive terms as Trustee. A majority of said Directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present.

3.3 The Directors may fill the place of any Director which may become vacant prior to the expiration of his term, such appointment by the Directors to continue until the expiration of the term of the Director whose place has become vacant.

3.4 The Directors shall meet annually with or without notice immediately following the annual meeting of the members. Periodic meetings of the Directors shall be called at least 10 times a year by the President or by any three Directors on two days notice which notice shall specify the time and place of the meeting. Notice of any such meeting may be waived by any instrument in writing executed before or after the meeting. Attendance in person at such meeting shall constitute a waiver of notice thereof.

3.5 Any action to be taken at a meeting of the Directors, or any action that may be taken at a meeting of the Directors, may be taken without a meeting if a consent, setting forth the action so taken, shall be signed by all of the Directors.

3.6 A Director may be removed from office, with or without cause, upon the majority vote of the members, at a meeting with respect to which notice of such purpose is given.

3.7 The Board of Directors shall include Officers, the immediately preceeding Past President, Standing Committee Chairmen and such other Committee Chairmen as the Board of Directors or the President may determine, as well as one or more Trustees as elected by the Membership.

ARTICLE IV - OFFICERS

4.1 The Officers of the Corporation shall consist of the President, the Vice President, the Secretary and the Treasurer. The Officers shall be elected annually by the General Membership at the Annual Meeting of the Members and shall serve at the pleasure of the General Membership. The Board of Directors or the President at any time and from time to time may appoint such other officers as it shall deem necessary, including one or more Assistant Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, who, unless otherwise provided herein, shall hold their offices for such terms as shall be determined by the Board of Directors or the President and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors or by the President. No Officer shall serve more than two consecutive terms in the same office.

4.2 The President shall be the Chief Executive Officer of the Corporation and shall have a general and active management of the operation of the Corporation. The President shall be responsible for the administration of the Corporation, including general supervision of the policies and activities of the Corporation, general and active management of the financial affairs of the Corporation, and shall execute bonds, mortgages, and other contracts and documents under the Seal of the Corporation.

4.3 The Vice President shall perform such duties as are generally performed by Vice Presidents. The Vice President shall perform such other duties and shall exercise such other powers as the Board of Directors or the President shall request or delegate. The Assistant Vice President shall have such powers and perform such duties as may be prescribed from time to time by the Board of Directors or the President.

4.4 The Secretary shall keep minutes of all meetings of the Directors, and of all meetings of the General Membership, and of all activities of the Corporation, and shall have charge of the minute books and seal of the Corporation, and shall perform such other duties and have such other powers as may from time to time be delegated by the President or the Board of Directors. The Assistant Secretary shall in the absence or disability of the Secretary or at the request of the Secretary or at the request of the President or at the request of the Board of Directors perform the duties of the Secretary and exercise the Secretary's powers and authority and such other duties as may be prescribed or delegated.

4.5 The Treasurer shall be charged with management of the financial affairs of the Corporation and shall have the power to recommend action concerning the affairs of the Corporation to the President and in general shall perform all the duties incidental to the office of the Treasurer of the Corporation and such other duty as may be assigned by the Board of Directors or by the President. The Assistant Secretary shall have such powers and perform such duties as may be prescribed from time to time by the Treasurer or by the Board of Directors or by the President.

4.6 Any payment made to an Officer of the Corporation for any purpose for any expense incurred by such Officer of the Corporation which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service shall be reimbursed by such Officer to the Corporation to the full extent of such disallowance. It shall be the duty of the Directors as a Board to enforce payment of each such amount disallowed in lieu of payment by the Officer. Subject to determination by the Directors, proportionate amounts may be withheld from the future payments which might otherwise be made to such Officer until the amount owed to the Corporation has been recovered.

ARTICLE V - COMMITTEES

5.1 The Board of Directors or the President shall name and appoint such standing committees and ad hoc committees as may be deemed appropriate.

5.2 The President upon entering office shall appoint a nomination committee which shall be a standing committee with the responsibility to present a slate of officers to the General Membership at least 30 days prior to the next succeeding election of officers and directors, and to present to the President and the Board of Directors and the General Membership where appropriate recommended successors in office as to any office that should become vacant during the term. Prior to any such regular or special election the membership shall have the opportunity to make nominations from the floor.

ARTICLE VI - MEMBERSHIP

6.1 Membership in the Association shall be by approval of the Board of Directors through the following:

(1) Written application for membership on forms prescribed by the Board of Directors.

(2) Advance payment of annual dues.

(3) The submission of names of at least two persons who can adequately assess the applicant's proficiency in the practice of Clinical Social Work or related activity, and the satisfactory recommendation of the applicant by such persons.

6.2 There shall be four categories of membership:

(1) Full Membership shall be limited to those persons who meet one or more of the following criteria:

(a) Licensure as a Clinical Social Worker.

(b) Membership in the Academy of Certified Social Workers of the National Association of Social Workers; or similar membership in such commensurate organization as may be determined by the Board of Directors.

(c) At least two years of practice or supervised clinical work experience after graduation from a graduate school of social work accredited by the Council of Social Work Education, or commensurate requirement as may be determined by the Board of Directors.

(2) Associate Membership shall be granted to persons enrolled in or graduated from an accredited graduate school of social work, or related activity as may be determined by the Board or Directors; working within a clinical setting; and working toward the achievement of Full Membership.

(3) Honorary Membership shall be granted by the Board of Directors or the General Membership without application to those persons in the community, whether active in the practice of social work or not, who, in the judgment of the Board of Directors or the General Membership, have made substantial contributions and who show consistent interest in the enhancement of clinical social work practice. Honorary Members shall not pay dues to the Association and shall have no vote.

(4) Student Membership shall be granted to persons enrolled in a Social Work Program or related field of study as may be determined by the Board of Directors. Upon graduation or other completion or termination of such program by the Student Member this status shall terminate; and such person, if qualified, shall be allowed to apply for Membership under another applicable Membership class.

6.3 A majority of the Full and Associate Membership actively carried on the roles shall be necessary for a quorum. All business transacted by the membership shall require the affirmative vote of a majority present.

ARTICLE VII - MEETINGS

7.1 The Association shall hold at least 10 regular meetings each year at such times and places as prescribed by the Board of Directors or the President.

7.2 An annual meeting of the General Membership shall be held during the month of May at such time and place as may be determined by the President and the Board of Directors.

ARTICLE VIII - DUES

8.1 The fiscal year of the Association shall coincide with the administrative year which is the Calendar Year beginning Jaunary 1 and ending December 31.

8.2 Dues of full members shall be paid in advance. Full members whose full dues are not paid by the end of April for the current year shall be subject to removal from the membership at the discretion of the Board of Directors.

8.3 The amount of dues shall be prescribed from time to time by recommendation by the Board of Directors and approval by the General Membership.

ARTICLE IX - SEAL

The Seal of the Corporation shall be in such form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a Seal at any time the signature of the Association followed by the word "SEAL" enclosed in parenthesis or scroll shall be deemed the Seal of the Corporation. The Seal shall be in the custody of the Secretary and affixed by the Secretary or the Assistant Secretary on all appropriate papers.

ARTICLE X - AMENDMENTS

These By-Laws may be amended by majority vote of the Board of Directors of the Corporation or by majority of the membership, provided that the membership may not provide by Resolution that any By-law or Resolution repealed, amended, adopted or altered by them may not be repealed, amended, adopted or altered by the Board of Directors.

MINUTES OF THE ORGANIZATION MEETING OF BOARD OF DIRECTORS OF CLINICAL SOCIAL WORK ASSOCIATION OF SAVANNAH, INC.

Pursuant to O.C.G.A. Section 14-3-205 of the Georgia Non-Profit Corporation Code, the Organization Meeting of the Board of Directors of the Corporation convened at 213 West York Street, Savannah, Chatham County, Georgia on July 22, 1987 at 5:00 p.m.

The following persons were present:

  • Stephen H. Harris, Incorporator
  • The following members of the initial Board of Directors:
  • Julius Hornstein
  • Judith Smarr
  • Mary Jane Stinson
  • Louisa Laird
  • Lyn Mumma
  • Wayne Welch

Julius Hornstein acted as Chairman of the Meeting and Stephen H. Harris acted as Secretary.

At the request of the Chairman for nominations for Directors of the Corporation, and upon Motion duly made and seconded, the following were unanimously elected Directors for the first year, and until their successors are duly elected and qualified:

  • Julius Hornstein
  • Judith Smarr
  • Mary Jane Stinson
  • Louisa Laird
  • Lyn Mumma
  • Wayne Welch

The Chairman presented to the Directors the Articles of Incorporation of the Corporation and the Certificate of Incorporation issued by the Secretary of State evidencing that the Articles had been filed in his office and that the fees incident to the lawful incorporation of the Corporation had been paid.

Upon motion duly made and seconded, the Board of Directors unanimously adopted the Articles of Incorporation of the Corporation and directed that a copy of the Articles be attached to these Minutes.

The Chairman recommended that the actions taken by the Incorporator in connection with the organization of the Corporation be approved.

Upon Motion duly made and seconded, the Board of Directors unanimously ratified and approved the actions taken by the Incorporator in connection with the organization of the Corporation.

The Chairman presented proposed By-laws for the Corporation to the Directors. After discussion and upon motion duly made and seconded, the Board of Directors unanimously adopted the proposed By-Laws and directed that a copy of the By-Laws be attached to these Minutes.

The Chairman presented a recommended slate of officers for the Corporation. After discussion and upon Motion duly made and seconded, the following individuals were duly elected to the offices set forth opposite their respective names, to serve in accordance with the provisions of the By-Laws until their successors are duly elected or qualified or until their earlier resignation or removal from office:

President : Julius Hornstein

Vice President : Judith Smarr

Secretary : Mary Jane Stinson

Treasurer : Louisa Laird

The Chairman presented a form of seal for the Corporation, which the Board of Directors unanimously approved as the official seal of the Corporation. The Chairman directed the Secretary to affix the seal to a certificate to be signed by the Secretary evidencing that the seal appearing thereon was the seal of the Corporation and to attach the certificate to these Minutes.

The Chairman stated that a depository for the funds of the Corporation should be designated. The Board of Directors unanimously adopted form resolutions authorizing the establishment of a bank account with NationsBank, and directed the Secretary to attach a copy of the form resolutions to these Minutes.

There being no further business to come before the Meeting, the Organization Meeting of the Directors adjourned.

Dated: July 22, 1987.

______________________________

Stephen H. Harris

Incorporator

Acting Secretary

RESOLUTION

WHEREAS, through inadvertence some of the early corporate records of the Clinical Social Work Association of Savannah, Inc. have been misplaced or are otherwise unavailable; and

WHEREAS, the Corporation desires to bring current insofar as possible the records of the Corporation; and

WHEREAS, the Board of Directors have and do hereby ratify, affirm, confirm and approve all the conduct and actions of each and all of the officers and directors, the Incorporator, and of any purported officers and directors of this Corporation, whether or not their names or conduct and actions with respect to their respective offices were documented in minutes or otherwise; and

WHEREAS, various persons who have served as an officer or director of this Corporation are not available by reason of death or removal from the doxy community or resignation from the Corporation, and the identity of others may not be known;

NOW, THEREFORE, BE IT DULY RESOLVED by the Board of Directors as follows:

1. That the Minutes of the Organization Meeting of the Corporation dated July 22, 1987 are hereby adopted and considered as adopted as of July 22, 1987;

2. That the By-Laws of the Corporation, as adopted pursuant to the said Minutes of the Organization Meeting of the Corporation, are hereby adopted and considered as duly adopted as of July 22, 1987;

3. That all actions and conduct of each person acting or purporting to act in the capacity of Incorporator, of an officer and of a member of the Board of the Directors of the Corporation are hereby expressly affirmed, confirmed, ratified and approved, although insufficient records may be available to document their identities or their actions and conduct.

4. That this Resolution be put before the membership for adoption by the membership so as to document the confidence and support and approval of the matters herein Resolved.

AND BE IT FURTHER RESOLVED, that this Resolution be made a part of the records of the Corporation.

WITNESS my hand and seal, and the Seal of the Corporation, this the ___ day of _____________, 1998.

___________________________(L.S.)

Lillie M. Allison

President

Corporate Seal

APPROVED: Board of Directors

_____________________________

Lillie M. Allison

_____________________________

Chiquetta Mitchell

_____________________________

Duke Miles

_____________________________

Louisa Laird

_____________________________

Larry Dane-Kellogg

_____________________________

Corinne Miltiades

_____________________________

Linda Barnes

_____________________________

Frank deLaosa

The foregoing Resolution was duly Resolved by the Board of Directors at the Regular meeting of the Board of Directors this the ___ day of __________, 1998.

_______________________________

Duke Miles

Secretary

Corporate Seal

NOTICE OF MEETING OF BOARD OF DIRECTORS

OF CLINICAL SOCIAL WORK ASSOCIATION OF SAVANNAH, INC.

The regular meeting of the Board of Directors of the Corporation will be held on __________, the ___ day of __________, 1998 at _______, O'Clock, _.m. at ______________, Savannah, Georgia.

There will be presented for consideration the following items, copies of which are enclosed for your review:

1. Minutes of the Organization Meeting of Directors of Clinical Social Work Association of Savannah, Inc.

2. Resolution to adopt as of July 22, 1987 the Minutes of the Organization Meeting of the Corporation including the adoption as of July 22, 1987 of By-Laws of the Corporation.

This the __ day of _______, 1998.

_____________________

Duke Miles

Secretary

RECONSTRUCTED RECORD OF OFFICERS AND DIRECTORS

OFFICERS ADDITIONAL DIRECTORS

1986 President : Boo Hornstein

1987 President : Julius Hornstein Lyn Mumma

Vice President: Judith Smarr Wayne Welch

Secretary : Mary Jane Stinson

Treasurer : Louisa Laird

1988 President : Judith Smarr

Vice President: Mary Jane Stinson

Secretary : Joan Dane-Kellogg

Treasurer : Louisa Laird

1989 President : Mary Jane Stinson

Vice President: Lyn Mumma

Secretary : Linda Barnes

Treasurer : Louisa Laird

1990 President : Lyn Mumma

Vice President:

Secretary :

Treasurer :

1991 President : Jackie Itzkovitz

Vice President:

Secretary : James Maury

Treasurer : Stephen R. Fishack

1992 President : Jackie Itzkovitz

Vice President: Steve Fishack

Secretary : James Maury

Treasurer : Kirk Shuler

1993 President : Stephen R. Fishack

Vice President:

Secretary : James Maury

Treasurer : Larry Dane-Kellogg

1994 President : Larry Dane-Kellogg

Vice President: Louisa Laird

Secretary : James Maury

Treasurer : Jody Long

1995 President : Larry Dane-Kellogg

Vice President: Louisa Laird

Secretary : Lillie Allison

Treasurer : Jody Long

1996 President : Larry Dane-Kellogg

Vice President: Louisa Laird

Secretary : Lillie Allison

Treasurer : Louisa Laird

1997 President : Jody Long

Vice President: Lillie M. Allison

Secretary : Bernadette Tortual

Treasurer : Louisa Laird

1998 President : Lillie Allison

Vice President: Chequita Mitchell

Secretary : Duke Miles

Treasurer : Frank deLaosa

1999 President : Dr. Julius (Boo) Hornstein

Vice President: Larry Dane-Kellogg

Secretary: Dr. Jamie Maury

Treasurer: Frank deLaosa

2000 President : Larry Dane-Kellogg

Vice President: Donna Hammontree

Secretary: Linda Barnes

Treasurer: Sybil Dudley

2001 President : Larry Dane-Kellogg

Vice President: Donna Hammontree

Secretary: Linda Barnes

Treasurer: Sybil Dudley

2002 President: Donna Hammontree

Vice President: Pat Mooney

Secretary: Stephanie Cruwys

Treasurer: Terry Cassidy

2003 President: Donna Hammontree

Vice President: Pat Mooney

Secretary: Stephanie Cruwys

Treasurer: Terry Cassidy

2004-2005 CSWA-S Officers

President Pat Mooney

Vice President Mary Hill

Treasurer John Rechtzigel

Secretary Deana Wakefield

Past President Donna Hammontree

Membership Melissa Dotterweich

CEU Chair Bernita Berry

Newsletter Editor Jeff Baker

Webmaster Larry Dane-Kellogg

NASW Rep Stephanie Cruwys

2004 President Pat Mooney

Vice President Mary Hill

Treasurer John Rechtzigel

Secretary Deana Wakefield