The name of the group shall be the SOCIETY OF WETLAND SCIENTISTS PROFESSIONAL CERTIFICATION PROGRAM, INC., hereinafter referred to as the Certification Program.
The principal office for transaction of business of the Certification Program is hereby located at 2800 W. Higgins Rd. Suite 440, Hoffman Estates, IL 60169.
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.
The objectives of the Certification Program are to:
Serve the public interest by providing public and private citizens, employers, and clients with guidance on matters concerning wetland resources and activities.
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.
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), Senior Professional Wetland Scientists (SPWS) or Wetland Professionals in Training (WPIT) to members and non-members of the Society of Wetland Scientists, without prejudice. The granting of such certification will constitute official membership in the Society of Wetland Scientists Professional Certification Program, Inc.
Establish procedures as appropriate for certified members to maintain their status as PWS/SPWS and/or WPIT and to administer a program for periodic certification renewal of PWS/SPWS/WPIT after a specified time period.
Maintain and disseminate a registry of certified PWS/SPWS and certified WPIT.
Maintain information on the nature and availability of post-graduate wetland training courses for Certification Program participants and the general public, without endorsement.
Develop, maintain and disseminate a Code of Ethics for the practice of wetland science and to establish procedures for disciplinary action against those PWS/SPWS/WPIT members who are in violation of the Code.
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.
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
The membership of the Society of Wetland Scientists Professional Certification Program, Inc. shall comprise the following:
The Certification Program's Board of Directors.
Members of Standing and Special Committees of the Certification Program.
The Executive Board of Directors of the Certification Program.
An appointed certified PWS representative from the Society of Wetland Scientists, Inc.
Certified Professional Wetland Scientists and Wetland Professionals in Training in good standing.
The Executive Officers of the Board of Directors of the Certification Program shall be elected annually by the membership of SWSPCP, Inc.
Members of the Certification Program Board of Directors and all members of the Standing and Special Committees of the Certification Program must be members in good standing of the SWSPCP.
As used in the Bylaws and Standing Rules, the term "in good standing" means a certified Professional Wetland Scientist or a certified Wetland Professional in Training whose certification maintenance dues to the Certification Program are paid, who has met any ongoing certification requirements as approved by the Board, and who has not been decertified.
Certification and membership is a privilege, which is subject to removal and termination by the terms of the Certification Program's bylaws and rules, and can be done with or without cause. The actions of the Certification Program and its committees and agents in terminating a certification and membership shall not be subject to any review in any court, but shall not be done for any discrimination purposes related to race, creed or gender.
In the event there is a need for a review or hearing of ethics violations, of a certification renewal or other membership issue the Board of Directors may directly or by designated Committee conduct a hearing and resolve same, and may establish and delegate such to an Ethics Committee by bylaws or rules.
It is agreed as a provision of certification and membership that any hearing concerning membership, ethics or certification shall take place as an arbitration hearing as the exclusive remedy and before the Ethics Committee or any other body designated by the Board of Directors as it resolves or as provided for in bylaws or rules. The hearing shall be conducted under the bylaws and any rules or provisions established by the Board of Directors for such matters. The hearings shall be at the location of the annual meeting, or by telephone conference or as the Ethics Committee sets with reasonable notice.
The hearing is intended to provide a fair review of certification and membership issues, but it is understood that the process is limited, and that the decision of the Ethics Committee shall only be reviewable as the Board of Directors, the rules or the bylaws provide. The decision made under these bylaws and rules concerning certification and membership are final, and not subject to review by any court, or in a further hearing.
In the event there is a complaint or charge of a purported ethics violation, membership or certification issues, it is agreed by each and every certified individual and member as a condition and term of certification and membership that they waive any causes of actions or rights of action in defamation or otherwise, with regard to statements published in the charges, complaints, hearings, testimony, affidavits, deliberations, decisions and reports, that are received, heard, and or published as a result of an ethics hearing, complaint, certification or membership issue or review.
Certified Professional Wetland Scientists and certified Wetland Professionals in Training, as a condition of certification and membership, agree to be bound by the decision of the Ethics Committee or other body as authorized by these bylaws or rules published by the Board of Directors, and agree that no other forum or right of review not set forth in the SWSPCP, Inc. rules or bylaws is allowed for such a determination.
A certified Professional Wetland Scientist or a certified Wetland Professional in Training may relinquish certification and membership at any time. A decision to relinquish certification shall terminate any hearing.
ARTICLE III Officers and Board of Directors
The Executive Officers of the Certification Program shall be President, President-elect, Secretary-General, Treasurer, and the Immediate Past President. These five elected officers, the chairpersons of all Standing and Special Committees, a designated representative from the Society of Wetland Scientists, Inc, a Public Member and a non-voting, appointed Student Representative, constitutes the Board of Directors of the Certification Program. During the year prior to the Secretary-General or the Treasurer leaving office, the Board of Directors shall also include a Secretary-General-elect, and a Vice Treasurer. The Board of Directors shall have the authority to conduct the business of the Certification Program and to meet in closed session.
The terms of office for the Certification Program Executive Officers shall be as follows:
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.
The President-elect 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 President-elect.
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.
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.
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.
An Appeals Board of three certified 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 its members will be staggered.
ARTICLE IV Meeting and Voting
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, Inc. 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 Certification Program's business management entity may be invited to attend the meeting, ex officio.
In the event of an emergency, the Board of Directors may cancel a SWSPCP, Inc. annual meeting. The Board may also change the place of a SWSPCP, Inc. annual meeting with notification to the membership or order a Special Meeting.
The Board of Directors, excluding the appointed Student Representative, shall be “voting members”.
ARTICLE V Adoption of Standing Rules
The Board of Directors is authorized to adopt and amend Standing Rules necessary for conduct of Program business by a majority vote.
The Standing Rules must include, but shall not be limited to, the following:
Matters pertaining to Program finances.
Prescribed duties of Program officers.
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.
Authorization for specified publications of the Certification Program for the furtherance of its objectives.
Matters pertaining to the appeals process governing individual certification decisions.
ARTICLE VI Amendment of Bylaws
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:
Recommendation of a majority of the members of the Board of Directors,
Recommendations by the majority of members of standing committees or special committees,
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.
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
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
No member of the Certification Program will represent the Program without the prior approval of the Board of Directors.