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
Section 2.1 Mission
The mission of the Women's Dermatologic Society is to empower and connect members to advance women dermatologists through personal and professional development, mentorship, service, and leadership.
Section 2.2 Exempt Status
The Society has not been formed for pecuniary profit or financial gain, and no part of the assets, income, or profit of the Society shall be distributed to or will inure the benefit of any of the Society’s officers or directors or any member or individual except to the extent permitted under Section 501(c)(3).
Section 2.3 Dissolution
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
WDS is incorporated in the Commonwealth of Virginia and shall maintain a registered agent in such jurisdiction. The location of the executive office of the WDS shall be designated by the Board of Directors.
ARTICLE IV
STATUS AND CATEGORIES OF MEMBERSHIP
Section 4.1 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 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.
Section 4.2 Classes of Membership
The membership of the Society shall consist of the following ten (8) classes of members:
(a) Physician
(b) Associate
(c) Resident/Post-Residency Fellow
(d) Emeritus
(f) Corporate
(g) Affiliate
(h) Joint WDS/IWDS
(i) Corporate Representative Member
In each category, dues, assessments, and registration fees will be determined by the Administrative Regulations.
Section 4.3 Eligibility Rights and Obligations
(a) Physician Member:
Any physician maintaining a current certification in dermatology by the American Board of Dermatology, a United States equivalent (i.e., Royal College of Physicians and Surgeons of Canada, American Osteopathic Board of Dermatology), or an international licensing equivalent. Physician members shall enjoy rights and privileges of membership.
(b) Associate Member:
Any physician of good standing who has successfully completed training in an accredited dermatology program but is not yet certified in dermatology from the American Board of Dermatology, a United States/Canadian equivalent (i.e.,Royal College of Physicians and Surgeons of Canada, American Osteopathic Board of Dermatology), or an international licensing equivalent. Associate Members shall have all of the rights of active members, except the right to hold elective office. Membership in this category is limited to no more than 5 years post-residency.
(c) Resident/Post-Residency Fellow Member:
Any physician who is currently participating in an Accreditation Council of Graduate Medical Education (ACGME)-accredited dermatology training program, or international equivalent. Resident/Fellow Members shall enjoy all the rights and privileges in the Society, except the right to vote or hold elective office.
(d) Emeritus Member:
Any physician member who is retired from clinical practice or in good standing for at least ten (10) years who has reached the age of seventy (70 shall be granted Emeritus Membership upon written request to the Secretary and approval by the Board of Directors. Emeritus Members shall continue to enjoy all the membership rights of her/his prior membership category in the Society.
(e) Corporate Member:
A company or organization supporting the advancement of dermatology through research, product development, education, or services. The Corporate Member must designate a primary liaison to the Society and enroll at least one individual as a Corporate Representative Member. Corporate Membership dues contribute to the overall Corporate Partnership levels. Corporate Members cannot hold elected office or vote in WDS elections.
(f) Affiliate Member:
Any individual that has made significant contributions to the field of dermatology shall be granted Affiliate Membership upon recommendation and approval of the Board of Directors. Affiliate Members shall enjoy all the rights and privileges of membership in the Society. Affiliate Members may be non-dermatologist physicians, PhD holders, or other scientists, Affiliate Members cannot hold elected office or vote.
(g) WDS/IWDS:
Membership in the category of WDS/IWDS is open to dermatologists who reside in India and 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 or the 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. Joint Members are eligible to vote, but are not eligible to hold office. Joint members must observe all WDS and Indian WDS bylaws/administrative regulations
(h) Corporate Representative Member
Individual(s) employed by a Corporate Member organization. Corporate Representative Members are eligible to serve on committees, task forces, or working groups but they are not eligible to vote or hold elective office.
ARTICLE V
ELECTION TO MEMBERSHIP
Section 5.1 Applications and Nominations
Each applicant for membership shall submit an application to the Society in such form as may be determined by the Society.
Section 5.2 Review and Evaluation
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. The Board of Directors may delegate authority for initial review and recommendation of application for membership to the staff of the Society and/or a committee.
Section 5.3 Election to Membership
The Board of Directors shall review properly filed applications at an official meeting of the Board of Directors. A two-thirds (2/3) vote in favor of acceptance by the Board of Directors shall be required to accept the applicant. Those applicants receiving less than two-thirds (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.
Section 5.4 Applications for Reinstatement
Any former member may apply for reinstatement through the regular application procedure.
Section 5.5 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 for which the applicant applied, the applicant may appeal the decision in accordance with such procedures as the Board of Directors may establish.
Section 5.6 Reapplication
If an applicant for any class of membership is denied membership, 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 5.7 Termination
Any member of any category may be terminated:
for failure to make payment of dues;
with good cause upon a majority vote of the Board of Directors.
ARTICLE VI
MEETINGS OF MEMBERS
Section 6.1 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 6.2 Special Meetings
Special meetings of the members of the Society may be called only by the President, by the Board of Directors or by written petition signed by at least ten percent (10%) of the voting members of the Society. Special meetings may be held at any place and time designated by the President or Board of Directors.
Section 6.3 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 prior to the annual or special meeting, except that notice of a members’ 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 6.4 Quorum
At least three percent (3%) of the total voting membership of the Society, 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 6.5 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 6.6 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
OFFICERS AND BOARD OF DIRECTORS
Section 7.1 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 7.2 Officers
The officers of the Society will consist of a President, President-Elect, Vice President, Secretary, Treasurer, and Immediate Past President. The officers make up the Executive Committee.
Section 7.3 Board of Directors
The Board of Directors shall consist of up to twenty-two (22) members, including the President, President-Elect, Vice President, Secretary, Treasurer, Immediate Past-President, and twelve - sixteen (12-16) Directors. The Board of Directors may appoint additional non-voting members at their discretion as deemed appropriate in the Administrative Regulations.
Section 7.4 Terms of Office
The elected directors shall take office at the conclusion of the annual meeting of the members of the Society at which they are elected, in accordance with the Administrative Regulations.
The term of President, President-Elect, and Immediate Past President is one (1) year. The term of Secretary and Treasurer is three (3) years. The Treasurer shall serve a term of one (1) year as Assistant Treasurer for the year prior to the member’s term as Treasurer and be a non-voting member to the Board of Directors. The term of a Director is 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.
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.
Section 7.5 Removal; Resignation; Filling of Vacancies
Any officer or director may be removed from office by a vote passed by majority vote of the members. An officer or director may resign at any time by delivering her or his resignation to the Board of Directors. In the case of any vacancy in any director position, such vacancy shall be filled in accordance with the following procedures:
(a) Officer Vacancies
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 time a President and President-elect shall be elected by the membership for a one year term commencing at that meeting.
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 shall choose a nominee for President who 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.
In the event of a vacancy in the office of Secretary or Treasurer, the Board of Directors shall appoint an interim Secretary or Treasurer to serve for the un-expired portion of the term. A Treasurer appointed in such a fashion shall 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.
(b) Directors Vacancies
Vacancies of the Directors may be filled temporarily by majority vote of the Board of Directors. If the term 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 that 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 7.6 Meetings
A regular meeting of the Board of Directors shall be held before the regular annual meeting of the members of the Society. The specific times and places of such meetings shall be determined by the President.
The Board of Directors may determine, by resolution, the times and places for the holding of additional regular meetings.
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.
Fifty-one (51) % of the voting directors 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.
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.
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.
Section 7.7 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.
ARTICLE VIII
PROCEDURE FOR NOMINATING AND ELECTING OFFICERS AND DIRECTORS
Section 8.1 Nomination and Election of Board of Directors and Officers
The Nominating Committee shall oversee and coordinate the process of nominating candidates for Director and officer positions. The Nominating Committee shall consist of five (5) members in good standing; they shall be appointed by the Board of Directors. Members of the Nominating Committee shall be appointed for a term of (3) three years.
The Nominating Committee will include nominees on an annual basis for the President-Elect, Vice President and Directors. They will include nominees for Secretary and Treasurer when the position term is ending.
Section 8.2 Nominating Procedure and Election Procedure
The Administrative Regulations shall govern the procedures with respect to the nominating and election of nominees.
ARTICLE IX
ADMINISTRATIVE REGULATIONS
Section 9.1 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 9.2 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 9.3 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 9.4 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 10.1 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 two-thirds (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 10.2 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 10.3 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.
ARTICLE XI
COMMITTEES AND COUNCILS
Section 11.1 General Councils and Committees
The purpose, duties, powers, composition, appointment, and operating procedures of councils and committees shall be provided in the administrative regulations of the Society.
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, with the exception of standing councils or committees, 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 11.2 Standing Councils and Committees
The standing committees shall include, without limitation, the following: Executive Committee, Finance & Audit Committee, and Nominating Committee . The powers and duties of these standing committees shall be set forth in the Administrative Regulations of the Society.
ARTICLE XII
MISCELLANEOUS
Section 12.1 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 Standard Code of Parliamentary Procedure, except as otherwise specified or provided by law, these Bylaws, or the Administrative Regulations of this Society.
Section 12.2 Fiscal Year
The fiscal year of the Society shall be as established by the Board of Directors.
ARTICLE XIII
AMENDMENTS
Section 13.1 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 vote of the members. Mechanisms for voting and approval are described in the Administrative Regulations.
Section 13.2 Other Proposals
Any proposed amendment to these Bylaws that are not approved by the Board of Directors by a two-thirds (2/3) vote may still 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.
