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Bylaws

Amended on March 13, 2013 
 

WOMEN'S DERMATOLOGIC SOCIETY BYLAWS

 
ARTICLE I NAME
The name of the Society shall be the Women's Dermatologic Society (hereinafter referred to as the Society or WDS).
 
 
ARTICLE II OBJECTIVES
The purposes of the Society are to foster, promote and support education, training, and research programs involving women's issues in dermatology; to identify, train and promote women leaders in dermatology; to promote the highest possible standards of patient care, patient and public education; to provide a forum for developing relationships among women in the specialty of dermatology; and to provide a forum for the exchange of ideas and research relevant to women's issues in dermatology and medicine.
 
The Society is organized and shall be operated exclusively for charitable, educational, or scientific purposes within the meaning of Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”).
 
No part of the net earning of the Society shall inure to the benefit of any private individual.  The Society shall not engage in any transaction or do or permit any act or omission which shall operate to deprive it of its tax exempt status as an organization that qualifies as an exempt organization under Section 501(c) (3) of the Code).
 
Upon the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all of the assets of the Society exclusively for the purpose of the Society in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c) (3) of the Code, as the Board of Directors shall determine.
 
 
ARTICLE III OFFICES
The Society shall have and continuously maintain in the state of Virginia a registered office, and may have other offices within or without the state of Virginia as the Board of Directors may from time to time determine.
 
 
ARTICLE IV STATUS AND CATEGORIES OF MEMBERSHIP
Section 1.  Status
Membership in the Society is a privilege, not a right, and is dependent upon the candidate adequately demonstrating compliance with the requirements for membership as contained in the Articles of Incorporation, the Bylaws, the rules and regulations and the policy statements as from time to time are adopted by the membership or the Board of Directors.  No one shall be elected or remain a member of the Society without adequately demonstrating that she/he is of good reputation and standing within her/his community and of high ethical character and professional repute.  
 
All members of the former Women’s Dermatologic Society organized under Section 501(c)(6) of the Code (“the Former Society”) are initially accepted into the Society as members holding the same class of membership as was held under the Former Society. 
 
Section 2.  Classes of Membership
The membership of the Society shall consist of the following ten (10) classes of members:  Active, Associate, Resident/Post-Residency Fellow, Life, Honorary, Corporate, Affiliate, International e-Member, International Resident e-Member, and Joint WDS/EuWDS and Joint WDS/IWDS
 
Section 3.  Eligibility Rights and Obligations
(a) Active Member:
Any physician who is a resident of the United States of America or Canada and who has been certified by the American Board of Dermatology, received specialty certification in dermatology by the Royal College of Physicians and Surgeons of Canada, or is certified by the American Osteopathic Board of Dermatology shall be eligible to be an Active Member.  Active members shall have full membership rights as recognized under customary parliamentary practice, including, but not by way of limitation, the rights to attend membership meetings, to participate in discussion, to vote, to be a candidate for elective office and to accept appointment to committees and councils.  Active members shall be obligated to pay all dues and assessments imposed on Active Members under Article X of these Bylaws and shall be obligated to observe all Bylaws and administrative regulations of the Society.
 
(b) Associate Member:
Any physician of good standing who is a resident of the United States of America or Canada, who has had three years of full time experience in the practice of or is a teacher or graduate student of dermatology and who has had training which qualifies the person for the examination of the American Board of Dermatology, the examination in dermatology of the Royal College of Physicians and Surgeons of Canada, or eligible for the examination of the American Osteopathic Board of Dermatology shall be eligible to be an Associate.  Associates shall have all of the rights of active members except that they shall not be eligible to serve in any elective office.  Associates shall be obligated to pay all dues and assessments imposed upon Associates under Article X in these Bylaws and shall be obligated to observe all Bylaws and administrative regulations of the Society.
 
(c) Resident/Post-Residency Fellow Member:
Any physician who is currently participating in a training program in dermatology which is accredited by the Accreditation Council of Graduate Medical Education, and is actively pursuing the educational requirements for certification by the American Board of Dermatology or for certification in dermatology the Royal College of Physicians and Surgeons of Canada shall be eligible to be a Resident/Fellow Member.  Resident Osteopathic Dermatologists who are board-eligible or board-certified by the American Osteopathic Board of Dermatology and Osteopathic Dermatology Residents in American Osteopathic Association-approved dermatology training programs shall be eligible for the Resident/Fellow member category. Resident/Fellow members shall have all of the rights of active members except the right to hold elected office or the right to vote in elections provided, however, that when appointed to any commission, council, committee or task force, Resident/Fellow members may vote on matters before that group. Resident/Fellow members shall not be required to pay dues or assessments but shall be required to pay registration fees and fees for events.
 
(d)   Life Member:
An Active Member in good standing for at least 10 years, who has reached the age of seventy years and by reason of physical infirmity or retirement from practice, shall be made a Life Member upon written request to the Secretary and approval by the Board of Directors. A Life Member shall continue to enjoy all the membership rights of her/his prior membership category in the Society. She/he shall not be required to pay dues or assessments but she/he shall be required to pay registration fees and fees for events as do all members. 
 
An Active Member in good standing, who by reason of physical infirmity or retirement from practice, at any age, shall be made a Life Member upon written request to the Secretary and approval by the Board of Directors.  A Life Member shall continue to enjoy all the membership rights of her/his prior membership category in the Society.  She/he shall not be required to pay dues or assessments but she/he shall be required to pay registration fees and fees for events as do all members. 
 
(e) Honorary Member:
An Honorary Member shall be a woman or a man of outstanding attainment recommended to the Board of Directors and elected by 2/3 vote of the Board of Directors.  She or he shall enjoy all the rights and privileges of membership.  He or she shall not pay dues or any other assessments, but shall be required to pay registration fees and fees for events.
 
(f) Corporate Member:
A corporate member shall be a woman or man currently employed or engaged in a business activity that supports the specialty of dermatology. These members shall be non-dermatologist physicians, PhD holders or other scientists devoting a major portion of their time to dermatologic research in industry settings, or non-scientist industry leaders on a director level or higher whose careers are devoted to promoting the field of dermatology or improving dermatologic care.
 
She or he shall enjoy all the rights and privileges of membership except the right to vote or hold an elective office.  Corporate members, when appointed to any commission council, committee or task force, may vote on matters before that group.  He or she will pay dues, registration fees, events fees, and any other appropriate assessments.
 
All applications for corporate membership shall be evaluated by the Membership Committee and voted on by the Board of Directors. Applications for corporate membership shall have two letters of recommendation from Active Members. WDS reserves the privilege to limit the number of corporate members from a given company. If a corporate member leaves the company under which her/his membership was approved, she/he must notify WDS. WDS reserves the privilege to terminate corporate membership if a corporate member leaves the company under which her/his membership was approved.
 
(g) Affiliate member:
An individual in good standing in any of the following categories shall be eligible to be an Affiliate of the Women's Dermatologic Society, provided that s/he also satisfies any additional requirements for Affiliate status which may be specified from time to time in the administrative regulations of the Women's Dermatologic Society:
 
(1) Physicians (A) who are certified in dermatology by a non-US or non-Canadian board or its licensing equivalent or who satisfy educational or professional requirements approximately equivalent           to the requirements for certification by the American Board of Dermatology or the requirements for certification in dermatology by the Royal College of Physicians and Surgeons of Canada.
 
(2) Physicians who do not reside in the US or Canada who are certified by either the American Board of Dermatology or Royal College of Physicians and Surgeons in Canada.
 
(3) Practicing dermatopathologists who are not eligible to be Active or Associate members of the Women's Dermatologic Society.
 
(4) Non-dermatologists physicians, Ph.D. degree holders and other scientists devoting a major portion of their time to dermatologic research and/or education in academic medical centers, or teaching hospitals.
 
(5) Veterinarians specializing in veterinary dermatology
 
(6) Dentists holding the D.D.S. or D.M.D. degree with special interests in oral/cutaneous medicine.
 
Affiliates shall have all the rights of Active Members (including the right to vote), except that they may not serve in any elective office. Affiliates shall be obligated to pay all dues and assessments imposed by these bylaws and to observe all bylaws and administrative regulations of the Women's Dermatologic Society.
 
(h) International e-Member:
(1) Physicians who are certified in dermatology by a non-US or non-Canadian board or its licensing equivalent or who satisfy educational or professional requirements approximately equivalent to the requirements for certification by the American Board of Dermatology or the requirements for certification by the Royal College of Physicians and Surgeons of Canada
 
(2) Physicians who do not reside in the US or Canada who are certified by the American Board of Dermatology or Royal College of Physicians and Surgeons in Canada.
 
International e-Members would be eligible to serve on WDS committees, be mentors, submit articles, and be considered for scientific events. These members would receive electronic WDS communications. International e-Members would be able to vote, but would not be eligible to hold office.”
 
(i) International Resident e-member: 
Any physician who is currently enrolled in a dermatology training program with requirements similar to those leading to board certification by the American Board of Dermatology or the Royal College of Physicians and Surgeons of Canada. This category of member would receive electronic WDS communications. International Resident e-members would not be able to vote or hold office. They may be able to serve on committees as deemed appropriate. International resident e-members would be required to pay for registration fees and events for WDS events with such fees.
 
(j) Joint WDS/EuWDS and WDS/IWDS: 
Membership is open to dermatologists who reside in European (EU) countries or India who are certified in dermatology by a non-US or non-Canadian board OR who satisfy the approximate equivalent requirements for certification by the American Board of Dermatology/Royal College of Physicians and Surgeons of Canada.  Joint Members are eligible to serve on WDS committees, be mentors, submit articles and be considered for scientific events.  These members may vote, but are not eligible to hold office.  Joint members must observe all WDS and EUWDS or Indian WDS bylaws/administrative regulations.
 
 
ARTICLE V ELECTION TO MEMBERSHIP
 
Section l. Applications or Nominations
Completed applications or nominations for admission to the various classes of membership shall be submitted to the Secretary. 
 
(a) Active, Associate, Corporate and Affiliate member applicants shall enclose the annual dues and any filing fee with their application.  
 
(b) Each eligible person who desires Life membership shall submit a written request to the Secretary. No filing fee is required.
 
(c) Nominations for Honorary Membership may be submitted, in writing, by any member of the Society to the Secretary.  They shall be submitted to the Secretary in writing so that they are received at least sixty (60) days before the next regular business meeting of the Society, at which such nominations are considered. No filing fee is required. 
 
Section 2. Review and Evaluation
(a) All properly filed applications for membership  must be reviewed and evaluated by the Membership Committee. 
 
(b) The names of eligible applicants shall then be circulated to the membership for study in a manner consistent with the administrative regulations of the Society.  Members shall have the right to communicate with the Society secretary about any and all applications.  Such communication shall then be presented to and evaluated by the Board of Directors when applications are reviewed.
 
(c) All properly filed nominations for Honorary Membership must be reviewed and evaluated by the Board of Directors in accordance with the procedure set forth in the administrative regulations of the Society.
 
Section 3. Election to Membership
(a) The Board of Directors shall review properly filed applications.  At an official meeting of the Board of Directors, the Board of Directors shall take one of the following actions: 
 
(1) Accept the applicant.
 
(2) Reject the applicant.
 
(3) Table the application for further evaluation as outlined in these Bylaws.
 
A two-thirds (2/3) vote shall be required by the Board of Directors to accept the applicant. Those applicants receiving less than 2/3 vote for acceptance will be rejected unless a specific motion to table their application is made and passed. Those applicants whose application is tabled will have their application reconsidered and reviewed at the next Board meeting.
 
(b) All procedures for the election of Honorary Members shall be set forth in the administrative regulations of the Society.  A two-thirds (2/3) vote shall be necessary for the Board of Directors to approve election to Honorary Membership.
 
Section 4. Applications for Reinstatement 
Any former member may apply for reinstatement through the regular application procedure.
 
Section 5. Appeal from Denial of Membership
If the Board of Directors recommends denial of membership to an applicant or if membership is recommended in a class other than the class applied for, the applicant may appeal the decision of the Board of Directors in the following manner (except that nominees for Honorary Membership who shall not be elected may not appeal the decision of the Board of Directors):
 
(a) The applicant shall, upon written request to the Secretary be provided with a written statement of the reason(s) for the action of the Board of Directors.
 
(b) The administrative regulations shall specify time periods and procedures for applicants to request hearings before the Board of Directors and shall specify the procedures for the Board to conduct such hearings.  The applicant shall have an opportunity to present oral arguments, evidence and testimony in support of the applications.
 
(c) The Board of Directors shall act upon the application to appeal with two-thirds (2/3) vote being required for decision. Such action may be taken only at the time of a regularly scheduled meeting of the Board.  Unless the appeal application is withdrawn, it shall be presented to the next regular meeting of the Board of Directors at which such applications are considered in accordance with Section 3.  At that meeting, an applicant previously not recommended by the Board will have the opportunity to present oral arguments, evidence and testimony in her/his own behalf.  Final decision shall be made to accept or reject membership in accordance with Section 3(a).
 
(d) Applications shall be reviewed and acted upon by the Board of Directors at one of its regular meetings at least once each fiscal year, but the Society shall reserve the right to defer decision on any and all applications to a subsequent year when necessary and when such action is consistent with these Bylaws and the administrative regulations of the Society.  The timing and frequency of regular business meetings at which applications are considered shall be in accordance with the administrative regulations of the Society.  Applicants shall be informed of such regulations or of any changes thereof.
 
Section 6. Reapplication
If an applicant for any class of membership (other than a nominee for Honorary Membership) is denied membership in accordance with the procedures established in these Bylaws and in the administrative regulations of the Society, the applicant may not submit another application for the same class of membership for at least two (2) years from the date of the final action on the application.
 
Section 7. Termination of Membership or Other Disciplinary Action
(a) Members who are late in paying their dues shall be promptly notified of such. All the rights and privileges of any member of the Society including but not by way of limitation, all right to vote, to hold office, and to attend meetings, and all right, title and interest in or to the Society, its name, good will, and property, shall cease for all purposes on the termination of membership upon the death of the member, upon the member's failure to pay dues within 30 days of notice of failure to pay dues or 90 days after the annual renewal date. 
 
(b) Any member whose medical license is revoked, suspended, placed on probation, or not renewed shall have his/her membership in the Women’s Dermatologic Society terminated, suspended, or placed on probation for a period of time that coincides with the action taken against the member’s medical license.  Such action shall be taken pursuant to procedures established by the Board.  Those whose revoked license is reinstated may reapply for Women’s Dermatologic Society membership.
 
(c) If any member shall be charged by another member with conduct prejudicial to the best interest of the Society, or with any offense against the Society, its purposes, its reputation or its property, a written statement of such charges shall be presented to the Society’s executive director or an officer or member of the Board of Directors and referred to the Secretary and shall be presented to the Executive Committee.  The Executive Committee shall convene within 60 days after receiving the complaint and may, by majority vote with a quorum being present, elect to bring the complaint to the Board of Directors at the next scheduled meeting. The Secretary will then send the accused member, by registered mail at the last-known address, a copy of the charges, together with a notice to present a defense to the Board, in person or in writing, at the next meeting of the Board of Directors.  At that meeting, the Board shall consider any defense to the charge and shall determine by majority vote with a quorum being present, that the accused member shall either be exonerated, placed on probation, censured, suspended, or expelled.  The initial review by the Executive Committee and Board’s proceeding shall be conducted pursuant to procedures established by the Board of Directors.  The Secretary shall then send a written statement of the Board's decision to the member by registered mail. The decision may be further disseminated in accordance with the procedures established by the Board.
 
(d) If a member is found to have been untruthful in their application, this may be grounds for termination of membership. This decision will be within the purview of the Board of Directors and will be made pursuant to procedures established by the Board.
 
(e) If a member has been convicted of a felony, had their American Academy of Dermatology membership removed or not renewed by the Academy, or other professional society concerning ethical issues, this may be grounds for termination, suspension, probation, or censure of membership. This decision will be within the purview of the Board of Directors and will be made pursuant to procedures established by the Board.
 
ARTICLE VI MEETINGS OF MEMBERS

 

Section 1. Annual Meeting
One regular business meeting of the members of the Society shall be held each year at a time and place designated by the President of the Society.
 
Section 2. Special Meetings
Special meetings of the members of the Society may be called only by the President, the Board of Directors or by written petition signed by at least ten percent (10%) of the voting members of the Society and may be held at any place and time designated by the President or Board of Directors.
 
Section 3. Notice
Notice of any annual or special meeting of the members shall be given not less than ten (10) days and not more than sixty (60) days, except that notice of a member’s meeting to act on an amendment of the articles of incorporation, a plan of merger, domestication, a proposed sale of assets or the dissolution of the corporation shall be given not less than twenty-five (25) and not more than sixty (60) days prior thereto by written notice delivered personally or by mail (which can include electronic mail) to each member of the Society.  Such notice shall state the place, day and hour of the meeting, and in the case of a special meeting shall also state the purpose or purposes for which it is called.
 
Section 4. Quorum
At least three percent (3%) of the total voting membership of the Society in good standing, but not less than fifty (50) members with voting rights shall constitute a quorum in any meeting of members. There shall be no representation by proxy at any meeting of members.
 
Section 5. Voting
Election of officers and directors shall be by vote of the majority of the members present at the Annual Meeting.  Voting may be by voice, by show of hands or by rising.
 
On any matter to be voted upon at any annual or special meeting of members, each member with voting rights shall be entitled to one (1) vote.  There shall be no voting by proxy or cumulative voting.  The act of a majority of the members present and voting at a meeting at which a quorum is present shall be the act of the membership of the Society, except where otherwise provided by law or these Bylaws.
 
Section 6. Order of Business
The regular order of business at any regular meeting of members shall be established in the administrative regulations of the Society.
 
 
ARTICLE VII BOARD OF DIRECTORS

 

Section 1. General Powers
The property and affairs of the Society shall be managed by its Board of Directors.  Any matter not specifically designated for action or approval by the voting members shall be decided by the Board.
 
Section 2. Number, Tenure and Qualifications
The initial directors shall be the directors of the Former Society as of the date of the merger with the Former Society and shall serve until the end of their terms under the Former Society bylaws.  Thereafter, the Board of Directors will be elected in accordance with this Article VII.  
 
The Board of Directors shall consist of sixteen (16) elected directors and the six (6) officers: President, President-elect, Vice President, Secretary and Treasurer, and the Immediate Past-President.  The elected directors shall take office at the conclusion of the Annual Meeting of the members of the Society at which they are elected, as provided in the administrative regulations, and shall serve for a term of four (4) years and until their successors shall be duly elected and qualified; provided, however, that the terms of the elected directors shall be staggered so that four (4) directors shall be elected prior to each regular Annual Meeting of the members to succeed the four (4) directors whose terms shall expire at that meeting.  The Officers of the Society, and the Immediate Past-President shall serve as ex-officio voting members of the Board of Directors during their terms for the period described in Article VIII, Section 3 of these Bylaws.  Ex-officio directors with vote shall have the same rights, authority and responsibilities as the elected directors. Only Active Members of the Society may serve on the Board of Directors and no Active Member shall serve consecutive terms as an elected director.  The Board of Directors may provide for designations of additional non-voting members of the Board according to the Administrative Regulations.
 
Section 3. Nomination and Election of Board of Directors Exclusive of Ex-officio Directors
(a) A Nominating Committee consisting of six (6) Active Members of the Society in good standing shall be appointed by the Board of Directors.  Members of the Nominating Committee shall be appointed for a term of three (3) years, provided, however, that initial appointments to fill additional new positions on the committee shall be for appropriate terms of one (1) - three (3) years, so that in each subsequent year the Board of Directors shall appoint two (2) members for a term of three (3) years to succeed the member or members whose term or terms shall expire in that year.  The new appointment or appointments to the Nominating Committee in each year shall be made at a meeting of the Board of Directors held in connection with the regular Annual Meeting of the members of the Society and in accordance with the Administrative Regulations.  One of the members of the Nominating Committee starting the third year of service shall be designated as the chairperson by the President.  The members of the Nominating Committee shall possess the highest professional, scholarly and administrative skills and shall be selected with due regard for geographic representation.  No incumbent member of the Board of Directors may serve on the Nominating Committee.  No person shall serve consecutive terms on the Nominating Committee.
 
(b) The Nominating Committee shall screen and evaluate potential nominees on the basis of professional, scholarly and administrative skills and geographic representation and shall present to the Board of Directors the names of at least two candidates for each vacancy or anticipated vacancy on the Board of Directors (exclusive of the ex-officio directors as defined in Article VII, Section 2) to be filled in the next election of directors.  The slate of nominees selected by the Nominating Committee, including the nominees for President-elect, Vice President, Secretary, Treasurer, Historian and Directors, shall be presented to the Board of Directors according to the Administrative Regulations.
 
(c) The Board of Directors will accept or reject the candidates for Board of Directors from the list provided by the Nominating Committee.  The Board will consider each candidate’s qualifications by her/his merits to serve on the Board.  A simple majority vote on each candidate will signify acceptance as a potential candidate for the Board. The Nominating Committee will then determine the final slate of candidates for Directors and will ascertain their willingness to serve.  The Nominating Committee will retain the remaining panel of Board-approved candidates to draw upon for unanticipated Board vacancies.  Nominees for Board of Directors and officers must be presented to the general membership prior to the Annual Meeting of the Membership. . At the Annual Meeting, the Chair of the Nominating Committee shall present the slate to the members for their approval.  If approved by the general membership, the newly-elected Directors will assume positions on the Board following the Annual Meeting.  If a nominee is not approved, additional nominations may be generated during the Annual Meeting by the chair of the Nominating Committee or his/her designee drawing from the remaining panel of Board-approved candidates. All additional nominees must give consent either prior to or during the Annual Meeting.  These nominees will then be voted on the by the general membership.  When approved by the general membership, the newly-elected Directors and Officers will assume their positions immediately following the Annual Meeting.
 
Section 4. Vacancies
Vacancies on the Board of Directors may be filled temporarily by majority vote of the Board of Directors except that a vacancy in an ex-officio directorship held by the Immediate Past-President shall not be filled.  If the term of office with respect to which a vacancy occurs is not due to expire at the next regular Annual Meeting of the members of the Society, the position shall be filled, for the portion of the un-expired term which follows that meeting, in accordance with the normal procedure for the nomination and election of directors.  If insufficient time is available for the Nominating Committee to select new nominees, the individual selected by the Board of Directors to fill the vacancy shall continue to fill the vacancy until a successor can be elected through the next regular annual nomination and election procedure.
 
Section 5. Meetings
 
(a) A regular meeting of the Board of Directors shall be held in connection with each regular Annual Meeting of the members of the Society.  The specific times and places of such meetings shall be determined by the President who shall invite the committee chairperson to give reports.
 
(b) The Board of Directors may determine, by resolution, the times and places for the holding of additional regular meetings. 
 
(c) Special meetings of the Board of Directors may be called by the President or any three (3) directors and may be held at any place and at any time designated in the call of the meeting. 
 
(d) Written notice of the time, place and purpose of each meeting of the Board of Directors shall be delivered to each director not less than thirty (30) days prior for in-person meetings and not less than 14 days for meetings by conference call or other means of communication.
 
(e) One-half (1/2) of the directors, including ex-officio voting members then in office, shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors.  Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.
 
(f) The act of a majority of the Directors present and voting at a duly called meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or these Bylaws.
 
Section 6. Informal Action by Unanimous Written Consent
Any action which is required by law or these Bylaws to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so to be taken and signed by all of the directors, is filed in the minutes of the proceedings of the Board.  Any such consent signed by the directors may be transmitted by telefax, electronic mail or other electronic means and shall have the same force and effect as a vote at a duly called and constituted meeting of the Board of Directors.
 
Section 7. Removal
The requirements for removal of directors shall be as provided by applicable state law.
 
 
ARTICLE VIII OFFICERS

 

Section 1. Number, Titles and Qualifications
The officers of the Society shall be a President, a President-elect, a Vice President, a Secretary, and a Treasurer.  Only Active Members of the Society in good standing may serve as officers.  No two (2) of the foregoing offices may be held simultaneously by the same Active Member.  No Active Member may serve in the same office for consecutive terms.  Elected directors may serve as officers.
 
The initial officers will be the officers of the Former Society as of the date of the merger with the Former Society and shall serve until the end of their term under the Former Society bylaws. Thereafter, the officers of the Society shall be elected in accordance with this Article VIII.
 
Section 2.  Nomination, Election and Tenure
 
(a) The procedure set forth in Article VII, Section 3 of these Bylaws for the nomination of directors shall also apply to the nomination of candidates for the offices of President-elect and Vice President every year and present a slate of nominees to the Board of Directors for Secretary and Historian in any given year in which the current holder of the office term will expire at the next annual general meeting, and for Treasurer in the year prior to the year in which the term of the current Treasurer will expire at the next annual general meeting.  The Nominating Committee established under Article VII, Section 3 shall present to the membership one (1) nominee for each of office.
 
(b) The offices of President-elect, Vice President, Secretary, Treasurer and Historian shall be filled by a plurality vote of the members present at the annual meeting.  The office of President shall be filled by the President-elect succeeding to that office as set forth in Section 2 (e) (2) of this Article.
 
(c) The terms of office shall be as follows:
 
(1) The President shall serve for a term of approximately one-year commencing with the termination of her/his term as President-elect.
 
(2) The President-elect shall serve for a term of approximately one year, assuming the position immediately following the regular annual meeting of the members of the Society at which he or she was elected to that office and continuing until the next succeeding regular annual meeting of the members.  Upon termination of the said term as President-elect, the Active Member shall assume the office of President for the term set forth in (1) above.
 
(3) The Secretary  and the Historian shall each serve for a term of approximately three (3) years.  The Secretary and Historian shall assume their positions immediately following the regular annual meeting of the members of the Society at which they were elected to office and continuing until the third succeeding regular annual meeting of the members.
 
(4) The Treasurer shall serve a term of approximately one (1) year as Assistant Treasurer for the year prior to the member’s term as Treasurer, which will be for approximately three (3) years.  The Active Member shall assume the position of Assistant Treasurer immediately following the regular annual meeting of the members of the Society at which he or she was elected as Treasurer and continuing until the next succeeding regular annual meeting of the members.  Immediately upon termination of the said term as Assistant Treasurer, the Active Member shall assume the office of Treasurer, continuing until the third succeeding regular annual meeting of the members.
 
(5) The Immediate Past President shall a term of approximately one year commencing with the termination of his/her term as President and continuing until the next succeeding Annual Meeting of the members of the Society.
 
(6) Notwithstanding the foregoing provisions for the terms of office of the officers, all officers shall serve until their successors shall have been duly elected and qualified, except as provided in Section 4 of this Article.
 
Section 3. Powers and Duties
The powers and duties of the officers of the Society shall be as follows:
 
(a) The President-elect shall be an ex-officio member of the Board of Directors and shall serve as ex-officio chairman of the Committee on Long Range Planning and shall perform the duties and exercise the powers of the President in the event of the absence, or inability to act, of the President.  The President-elect shall also perform the duties and exercise the powers which are by law or customary parliamentary practice incident to the office of President-elect, and such other duties and powers as may be determined by the Board of Directors or the President.
 
(b) The Vice President shall be an ex-officio member of the Board of Directors and shall perform duties requested by the President.  The Vice President shall also perform the duties and exercise the powers which are by law or customary parliamentary practice incident to the office of Vice President, and such other duties and powers as may be determined by the Board of Directors or the President.
 
(c) The Secretary shall be an ex-officio member of the Board of Directors and an ex-officio advisory (non-voting) member to all committees and councils of which the Active Member is not otherwise a member.  .  The Secretary shall keep minutes of all meetings of the members of the Board of Directors, shall see that all notices are duly given in accordance with law and these Bylaws; and shall, in general, perform all duties and exercise all powers which are by law or customary parliamentary practice
incident to the office of Secretary, and such other duties and powers as may be determined by the Board of Directors.
 
(d) The Treasurer shall be an ex-officio member of the Board of Directors and an ex-officio advisory (non-voting) member of all committees and councils of which the Active Member is not otherwise a member.  The Treasurer shall be the principal accounting and financial officer of the Society, and shall be responsible for the maintenance of adequate books of account of the Society; shall be responsible for the receipt and disbursement of the funds of the Society, and shall, in general, perform all duties and exercise all powers which are by law or customary parliamentary practice incident to the office of Treasurer and such other duties and powers as may be determined by the Board of Directors.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the duties of the office in such sum and with such surety or sureties as the Board of Directors shall determine.  With the approval of the Board of Directors, the cost of any such bond or surety may be paid from the funds of the Society.
 
(e) During the years in which there is an Assistant Treasurer, he or she will assist the Treasurer as the Treasurer sees fit. The Assistant Treasurer shall be an ex-officio advisory (non-voting) member of the Board of Directors and an ex-officio advisory (non-voting) member of all committees and councils of which the Active Member is not otherwise a member.  
 
(f) The Historian shall be an honorary officer.  She/he shall attend all meetings of the Board.  She/he shall not have the power to propose or second motions, to vote or to preside at any meeting of the Board of Directors.  The Historian shall provide for the maintenance and safe-keeping of archives, including such other materials relating to the Society which may have substantial historical value, and shall, in general, perform all duties and exercise all powers which are by law or customary parliamentary practice incident to the office of Historian, or to an Honorary officer.  The Historian shall perform other duties and powers as may be determined by the Board of Directors.  The Historian shall retain all other rights and privileges of membership including the right to hold other offices.
 
Section 4. Vacancies
(a) In the event of a vacancy in the office of President, the President-elect shall succeed to the office of President for a term determined as follows:  If a President-elect succeeding to the office of President was elected by the members, her/his term as President shall extend to the second annual meeting of the Society following her/his succession to the office of President.  If a President-elect succeeding to the office of President was appointed by the Board, her/his term as President shall extend to the next annual meeting of the Society following her/his succession to the office of President, at which a President and President-elect shall be elected by the membership for a one year term commencing at that meeting.
 
(b) In the event of a vacancy in the office of President-elect, the Board shall appoint a new President-elect to serve until the next meeting of the Board.  In the interim, the nominating committee will choose a nominee for President that may or may not be the interim President-elect, and who will be presented to the Board for approval.  If approved, the nominee will be presented to the members for vote along with the other nominees.
 
(c) In the event of a vacancy in the office of Secretary, Treasurer, or Historian, the Board of Directors shall appoint an interim Secretary, Treasurer or Historian to serve for the un-expired portion of the term.  A Treasurer appointed in such a fashion would not serve a term as Assistant Treasurer prior to assuming the office of Treasurer.  Such appointment may be made at any meeting of the Board of Directors.
 
(d) The Board of Directors may establish in the administrative regulations of the Society a line of succession to the office of President so that the Society will not be left without a chief executive officer in the event of simultaneous vacancies.
 
Section 5. Removal
The requirements for removal of officers shall be as provided by applicable state law.
 
 
ARTICLE IX. ADMINISTRATIVE REGULATIONS
 
Section 1. Establishment
The Board of Directors shall by majority vote establish a book of administrative regulations to govern the organization and operation of important aspects of the affairs of the Society.  Such administrative regulations shall serve such matters as are specifically required by these Bylaws and such other important administrative matters as the Board of Directors deem appropriate.
 
Section 2. Publication
The administrative regulations adopted by the Board of Directors shall be available to any member of the Society upon written request to the Secretary.
 
Section 3. Amendment
The administrative regulations of the Society may be amended by the Board of Directors at any meeting by a two-thirds (2/3) vote, provided that notice of any proposed amendment shall have been given to each director not less than fourteen (14) nor more than thirty (30) days prior thereto.  Alternatively, the administrative regulations may be amended by the membership at any membership meeting by a two-thirds (2/3) vote, provided that notice of any proposed amendments shall have been delivered to the Secretary at least thirty (30) days prior to the membership meeting by a written petition signed by at least twenty-five (25) voting members.  Notice of any such amendment proposed by a petition of members shall be given to all members with the notice of the membership meeting at which the members are to vote thereon.
 
Section 4. Finances
The Administrative Regulations shall specify the procedures with respect to maintenance and administration of the Society's books, records, budget and funds and the authority or method of authorizing contracts to be made on behalf of the Society.
 
 
ARTICLE X DUES AND ASSESSMENTS
 
Section 1. Annual Dues
The amount of annual dues payable by each class of dues-paying members of the Society shall be established by the Board of Directors and approved by a 2/3 vote of the Board of Directors.  The general membership shall be notified at least 60 days prior to this change being voted on.
 
Section 2. Special Assessments
At any regular membership meeting, an assessment of a specified amount, which must be uniform as to the members of any one class of member, may be levied on the dues-paying members of the Society by a majority vote of the members, provided that notice of the proposed assessment shall have been given to all members at least thirty (30) days prior to the Annual Meeting.  Any such assessments shall be payable as provided by vote of the members, or, if no such provision shall be made, then as provided by the Board of Directors.
 
Section 3. Waiver of Dues and Assessments
The Board of Directors may at its discretion waive or reduce the obligation of any Active Member, Associate, or Affiliate, otherwise in good standing, to pay dues for a particular period or to pay a particular assessment.
 
Section 4. Sanctions for Failure to Pay
 
(a) Any member whose dues or assessments are overdue by ninety (90) or more days shall be ineligible to vote or to be a candidate for elective office.
 
(b) Any member who shall fail to make full payment of any dues or assessments within the time allotted in the administrative regulations of sixty (60days of the due date therefore established by the Board of Directors shall be given notice by the Secretary by mail that her/his membership will be terminated thirty (30) days thereafter unless all delinquent dues and assessments are paid within that period.  If the delinquent member neither makes payment in full during the grace period nor provides the Board of Directors with an explanation satisfactory to the Board of Directors for non-payment, then the Secretary shall remove the name of the delinquent member from the membership rolls of the Society.  Such a delinquent member may be reinstated to membership by the Board of Directors, in its discretion, upon payment of all delinquent dues and assessments or presentation of evidence sufficient to support a waiver of the obligation to pay such dues and assessments.
 
 
ARTICLE XI COMMITTEES AND COUNCILS

 

The Board of Directors shall have the authority to create and appoint committees and councils as needed for the conduct of Society affairs and as provided by these Bylaws.
 
Any committee or council may be terminated by action of the Board of Directors provided that notice of such proposed termination shall have been given to all directors not less than thirty (30) nor more than sixty (60) days prior thereto.
 
 
Section 1. Standing Committees
The standing committees shall include, without limitation, the following: Executive Committee, Finance Committee, and Nominating Committee.  The Executive Committee shall consist of the President, President-elect, Vice President, Secretary, Treasurer, Immediate Past-President, and two elected Directors designated by the Board of Directors.  The Executive Director shall serve as an advisory member of the Executive Committee without vote.  The Fundraising Committee Chair, the Newsletter Editor, the Communications Committee Chair, the Past-Presidents’ Advisory Committee Chair, and Chair of the Legacy Council shall serve as ex-officio non-voting members.  Except as provided below, the Executive Committee shall have and exercise the full authority of the Board of Directors in the management of the Society when the Board of Directors is not in session.  Decisions made by the Executive Committee may be implemented immediately if required, but are still subject to review by the full Board of Directors at its next regularly scheduled meeting.  The Executive Committee shall not have the authority of the Board of Directors with respect to:
 
(a) Amending the Bylaws of the Society;
(b) Amending the Administrative Regulations of the Society; 
(c) Adopting a plan of merger or consolidation with another corporation;
(d) Authorizing the voluntary dissolution of the Society or revoking proceedings therefore;
(e) Adopting a plan for the distribution of assets of the Society should the Society be dissolved;
(f) Electing members of the Society; 
(g) Appointing or removing any officer or director of the Society or any member of the Executive Committee;
(h) Altering, amending, or rescinding any action of the Board of Director’s without the express prior authorization    of the full Board of Directors to do so.
 
The purpose, duties, powers, composition, appointment, and operating procedures of these standing committees shall be provided in the administrative regulations of the Society.
 
Section 2. Special Committees/Task Forces
The Board of Directors may from time to time establish such special committees and ad hoc task forces as it may deem appropriate for the conduct of the affairs of the Society.  The purposes, duties, powers, composition, and appointment of all special committees and task forces shall be determined by the President.
 
Section 3. Legacy Council
The Board of Directors shall appoint a Legacy Council that will be responsible for raising funds from various sources to support the WDS Legacy Fund.  This WDS Legacy Fund was created to provide a long-term reserve fund to sustain the future needs of the Society.  The Society is committed to building a corpus of funds to fulfill this goal and to support the core activities and programs of the Society through the use of the interest from the corpus.  The initial Legacy Council shall consist of the members of the Board of Directors of the former Women’s Dermatologic Society Foundation as of the date of the merger with the Former Society.  Thereafter, the Legacy Council shall be selected by the Society Board of Directors pursuant to procedures established by the Board of Directors.  The Legacy Council will have a Chair, a Vice-Chair who will oversee the financial aspects of the Legacy Council, and an additional Vice-Chair to handle other duties delegated by the Chair.  
 
ARTICLE XII MISCELLANEOUS

 

Section 1. Parliamentary Procedure
All questions of parliamentary procedure or practice regarding the affairs of the Society, including the conduct of meetings of members, of the Board of Directors or of any committee or council, shall be governed by the current edition of Sturgis Standard Code of Parliamentary Procedure, except as otherwise specified or provided by law, these Bylaws, or the administrative regulations of this Society.
 
Section 2. Advertising
No member or her/his designate or agent(s) shall use the name of the Society for promotional or advertising purposes, except that Society members may identify themselves as members of the Society in promotional or advertising materials in accordance with guidelines established by the Society Board of Directors.
 
Section 3. Official Communications: Recognition of Electronic Communications, Records, and Signatures 
Unless otherwise required by applicable law, if any provision of these Bylaws or the administrative regulations of the Society requires a notice or communication to any member, director, or committee member, or any record, to be in writing, an electronic record or an electronic communication satisfies the requirement. Similarly, unless otherwise required by applicable law, if any provision of these Bylaws or the administrative regulations of the Society requires the signature of a member, director, or committee member, an electronic signature satisfies the requirement.
 
 
ARTICLE XIII AMENDMENTS
 
Section 1. Proposals Approved by the Board of Directors
Any proposed amendment to these Bylaws may be adopted by a two-thirds (2/3) vote of the Board of Directors and  approval of 2/3 of the members present at any regular or special meeting provided that notice of any such proposed amendment shall have been given to all members with the notice of the meeting at which members are to vote on the proposed amendment(s).  Alternatively, any proposed amendment to these bylaws which shall have been approved by the Board of Directors by a two-thirds vote may be adopted by a two-thirds vote of the all Society members with voting rights through an electronic and/or mail or other written ballot.
 
Section 2. Other Proposals
Any proposed amendment to these Bylaws which shall not have been approved by the Board of Directors by a two-thirds (2/3) vote may be adopted by a two-thirds (2/3) vote of the members present and voting at any membership meeting, provided that any such proposed amendment shall have been presented to the Secretary at the preceding regular membership meeting in a petition subscribed by at least twenty-five (25) voting members of the Society.  Notice of any such proposed amendment shall be given to all members with the notice of the membership meeting at which the members are to vote on the proposed amendment.  
 


Prior to January 8, 2010, the Women’s Dermatologic Society was a 501(c)(6) nonprofit membership organization and the Women’s Dermatologic Society Foundation (Foundation) was its companion 501(c)(3) nonprofit organization.  The two organizations were consolidated by unanimous vote of their respective Boards of Directors into a single 501(c)(3) nonprofit membership organization through this amendment and restatement of the Foundation Bylaws made effective January 8, 2010.  The name of Foundation was changed to the Women’s Dermatologic Society effective January 28, 2010.  The 501(c)(6) entity will be dissolved after certain corporate and legal formalities are completed.