Bylaws
ARTICLE I
Names and Objectives
1. The name of the group shall be the SOCIETY OF WETLAND SCIENTISTS PROFESSIONAL
CERTIFICATION PROGRAM, INC., hereinafter referred to as the Certification Program.
2. The principal office for transaction of business of the
Certification Program is hereby located at 1901 N. Roselle Rd., Suite
920, Schaumburg, IL 60195.
3. The Certification Program, by resolution of its Board of Directors, may change the
location of its registered office as designated in the Articles of Incorporation. By like
resolution, the registered agent may be changed to any other person or corporation. Upon
adoption of such a resolution, a certificate certifying the change shall be executed,
acknowledged, and filed with the Secretary of State, and a certified copy thereof shall be
recorded in the Office of the Register of Deeds for the county in which the new registered
office is located and in the old county, if such registered office is moved from one
county to another.
4. The objectives of the Certification Program are to:
(a) Serve the public interest by providing public and private citizens,
employers, and clients with guidance on matters concerning wetland resources and
activities.
(b) Establish a Wetland Certification Standards Committee composed of
internationally recognized wetland experts drawn from the membership of the Society of
Wetland Scientists Professional Certification Program, Inc., that will define, review
every third year, and update as appropriate, rigorous, minimum standards and criteria for
academic training and professional experience required for program certification of
individual wetland scientists.
(c) Establish and administer a program for evaluating the credentials
of individuals for conformation with established standards and criteria for the practice
of wetland science, and for granting official certification to individual applicants
meeting those requirements as Professional Wetland Scientists (PWS) or Wetland
Professionals in Training (WPIT) to members and non-members of the Society of Wetland
Scientists, without prejudice.
(d) Establish procedures as appropriate for certified members to
maintain their status as PWS and/or WPIT and to administer a program for recertification
of PWS after a specific time period.
(e) Maintain and disseminate a registry of certified wetland
professionals.
(f) Maintain information on the nature and availability of
post-graduate wetland training courses for Certification Program participants and the
general public, without endorsement.
(g) Develop, maintain and disseminate a Code of Ethics for the practice
of wetland science and to establish procedures for disciplinary action against those
PWS/WPIT members who are in violation of the Code.
5. For the administration of the affairs and the attainment of the objectives of the
Certification Program, as set forth in Article I, 4, (a) to ( g), the Certification
Program shall have the power, either directly or indirectly, either alone or in
conjunction with others, to do any and all lawful activities that may be necessary,
useful, suitable, desirable, or proper for the furtherance, accomplishment, fostering, or
attainment of any or all of the objectives for which the Certification Program is
organized, and to aid and assist other organizations whose objectives are such as to
further accomplish, foster, or attain any of such objectives.
6. Notwithstanding anything herein to the contrary, the Certification Program shall
neither have nor exercise any power, nor shall it directly or indirectly engage in any
activity that would: (a) prevent it from obtaining exemption from Federal income taxation
as a corporation as described in Section 501(c)(6) of the Internal Revenue Code of 1954
and its regulations as the same now exist or as they may hereafter be amended to, or (b)
cause it to lose such exempt status.
ARTICLE II
Membership and Elected Officers
1. The membership of the Society of Wetland Scientists Professional Certification
Program, Inc. shall comprise the following:
(a) The Certification Program's Board of Directors.
(b) Members of Standing and Special Committees of the Program.
(c) The Executive Board of Directors of the Society of Wetland
Scientists Professional Certification Program, Inc.
(d) An appointed certified PWS representative from the Society of
Wetland Scientists, Inc.
2. The Executive Officers of the Board of Directors of the Certification Program shall
be elected annually by the current and active membership of SWSPCP, Inc.
3. Members of the Certification Program Board of Directors and all members of the
Standing and Special Committees of the Program must be members in good standing of the
Society of Wetland Scientists Professional Certification Program, Inc.
4. As used in the Bylaws and Standing Rules, the term "member in good
standing" means a member whose certification maintenance dues are paid and have met
any ongoing certification requirements as approved by the Board.
ARTICLE III
Officers and Board of Directors
1. The Executive Officers of the Certification Program shall be President,
Vice-President, Secretary-General, Treasurer, and the Immediate Past President. These five
elected officers, the chairpersons of all Standing and Special Committees plus a
designated representative from the Society of Wetland Scientists, Inc. constitutes the
Board of Directors of the Certification Program. The Board of Directors shall have the
authority to conduct the business of the Certification Program and to meet in closed
session.
2. The terms of office for the Certification Program Executive Officers shall be as
follows:
(a) The President shall serve only one term in office for a period of
one year or until the next annual meeting, and upon termination of that office shall
immediately become Past President.
(b) The Vice-President shall serve for a period of one year or until
the next annual meeting, and shall automatically ascend to President for the year
following his or her term as Vice-President.
(c) The Secretary-General and the Treasurer shall each serve for a
period of three years. The terms of the Secretary-General and the Treasurer shall be
staggered so that their election does not normally coincide during the same year. The
Secretary-General-elect or Treasurer-elect will be elected one year prior to termination
of the term of the standing Secretary-General-elect or Treasurer. If the standing
Secretary-General or Treasurer wins in the succeeding election, there shall be no
Secretary-General-elect or Treasurer-elect as the standing Secretary-General or Treasurer
will fill that position.
3. If an elected officer cannot fulfill or complete the term of office, the Board of
Directors is authorized to appoint a replacement until an election is held at the next
annual meeting.
4. One half of the voting members attending a called meeting of the Board of Directors
constitutes a quorum. The Board of Directors is authorized to conduct business and hold
meetings at its discretion.
5. An Appeals Board of three Professional Wetland Scientists in good standing will be
established to consider and rule on disputes in the certification process. The Appeals
Board will be nominated by the President and approved by the Board. The standard term of
the Appeals Board will be three years and rotation of members will be staggered.
ARTICLE IV
Meeting and Voting
1. The Certification Program Board of Directors shall meet at least once a year at the
same location and date as the Society of Wetland Scientists. The annual meeting shall
include the Board of Directors and representatives of all standing and special committees
of the Certification Program. A representative of the Program's business management
company may be invited to attend the meeting, ex officio.
2. In the event of an emergency, the Board of Directors may cancel a SWSPCP annual
meeting. The Board may also change the place of a SWSPCP annual meeting with notification
to the membership or order a Special Meeting.
3. Voting members of the Certification Program shall be the Board of Directors.
ARTICLE V
Adoption of Standing Rules
1. The Board of Directors is authorized to adopt and amend Standing Rules necessary for
conduct of Program business by a majority vote.
2. The Standing Rules must include, but shall not be limited to, the following:
(a) Matters pertaining to Program finances.
(b) Prescribed duties of Program officers.
(c) Provisions for the establishment, duties, method of selection and
tenure of standing committees and other committees necessary to conduct the business of
the Certification Program.
(d) Authorization for specified publications of the Certification
Program for the furtherance of its objectives.
(e) Matters pertaining to the appeals process governing individual
certification decisions.
ARTICLE VI
Amendment of Bylaws
1. The Bylaws may be amended by a two-thirds vote of the Board of Directors. Proposals
for amendments may be generated in the following ways:
(a) Recommendation of a majority of the members of the Board of
Directors,
(b) Recommendations by the majority of members of standing committees
or special committees,
(c) Petitions signed by not fewer than twenty percent of Certified
Professional Wetland Scientists in good standing and/or Wetland Professionals in Training
in good standing.
2. The Board of Directors is authorized to take whatever steps may be necessary,
including amendments to the Bylaws, to obtain and retain tax exempt status under Section
501(c)(6) of the Internal Revenue Code.
ARTICLE VII
Dissolution of the Certification Program
1. If the Certification Program is dissolved, all net assets will be distributed to the
Society of Wetland Scientists, Inc. if it is then in existence and qualified under IRS
Section 501(c)(3) or 501(c)(6). If not, then to a qualified, tax-exempt organization
selected by the Board of Directors.
ARTICLE VIII
Certification Program Representation
1. No member of the Certification Program will represent the Program without the prior
approval of the Board of Directors.
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