BYLAWS:


BYLAW I PURPOSE AND OBJECTIVES

BYLAW II MEMBERSHIP

BYLAW III MEETINGS

BYLAW IV NOMINATIONS AND ELECTIONS

BYLAW V COMPENSATION

BYLAW VI NONPROFIT STATUS

BYLAW VII FINANCES

BYLAW VIII AMENDMENTS TO THE BYLAWS

BYLAW IX COMMITTEES

BYLAW X GOVERNMENT

BYLAW XI PERSONAL LIABILITY AND INDEMNIFICATION

BYLAW I – PURPOSE & OBJECTIVES

The Federal Workers’ Compensation Society has been established to provide individuals and organizations

working in or interested in the Federal Workers’ Compensation Program with an organization

that will have the following objectives:

1. To collect and disseminate information and ideas affecting the Federal Workers’

Compensation Program and its participants, including the conduct of research and

the review of best practices and other information that would be helpful to the

improvement of the efficiency and effectiveness of the Federal Program.

2. To develop, organize, offer, and present program courses, seminars, workshops,

and conferences to organizations and individuals interested in the program.

3. To cooperate with and support the Department of Labor’s Office of Workers’

Compensation Programs on matters affecting the policies, operations, improvement,

research, and communication of the Federal program.

4. To develop and advocate informative and constructive recommendations and

suggestions for program policy and operational improvements and legislative

changes to the FECA bill, as appropriate.

5. To communicate regularly with its members through various media, including newsletters,

bulletins technical publications, e-mail, websites, and other methods that

are deemed appropriate to the type of information that needs to be shared with its

members.

6. To promote the creation and maintenance of a cadre of professional and support

staff in all agencies who are responsible for the operation of the Federal Workers’

Compensation Program and who are properly trained and supported by their

agencies in the conduct of their responsibilities so that they possess the skills and

knowledge that is required of those performing duties under the program.

7. To encourage, promote, and support the provision of timely, fair, equitable, and

knowledgeable advice and support to agencies, managers, supervisors, employees,

claimants, and care providers by the Department of Labor’s Office of Workers’

Compensation Programs.

8. To encourage Federal Agencies and individuals who are working in the field to

uphold the highest standards of ethics and professionalism.

BYLAW II – MEMBERSHIP

SECTION 1.

The President, for the purpose of soliciting and/or approving applications for membership, shall appoint

a Membership Committee.

BYLAW III – MEETINGS

Section 1. – Annual Meeting

(a) The annual membership meeting of the Society will be scheduled by the Board of

Directors and the time and place of the meeting will be announced to the membership

90 days before the date of the meeting.

(b) At membership meetings of the full Society, a quorum for the conduct of the business

of the society shall consist of 10 percent of the total membership of the Society.

Section 2. – Board of Director Meetings

(a) Since the Society has its membership and Board Members widely dispersed geographically,

the Board will conduct its business and hold its meetings as much

as possible via conference calls and through the use of email and regular mail.

Meetings of the Board will be held as necessary and as called by the President of

the Society.

(b) At meetings of the Board of Directors, a quorum for the conduct of the business of

the Society shall consist of a simple majority of the Board members.

Section 3. – Other Meetings

Other meetings of the Society that involve the full Membership, Standing Committees,

Ad hoc and Temporary committees and other officials of the Society will be

held as needed by these organizations of the Society. They will also use conference

calls, email, and regular mail to conduct their business whenever possible.

BYLAW IV – NOMINATIONS AND ELECTIONS

Section 1. Eligibility and Terms for Society Offices

Individuals, both elected and appointed, who are in good standing with the Society shall hold all Society

offices. All elected offices shall be for a term of three (3) years for Board of Director Members and two

(2) years for President, the President Elect/Vice President, The Treasurer, and The Secretary.

The terms of service for Board members shall be staggered so that no more than one third of the

positions become vacant in any given year.

Individual Board members shall be limited to two consecutive terms in office.

Section 2. Frequency of Elections

There will be an annual election by individual voting members of the Society to fill the vacant offices that

will occur during the next calendar year. These offices will be for those members of the Board of

Directors whose terms will or have expired and for the positions of President, Vice-President, Treasurer

or Secretary that will become vacant at the beginning of the next calendar year. All new officials and

Board Members shall take office on January 1 following their election in October of each year.

Section 3. Composition of Nominations and Elections Committee

The President will make the Nominations and Elections Committee appointments, with the approval of

the Board of Directors, for a term of approximately six months commencing on June 1 of each year. The

Nominating Committee shall consist of five (5) members of the Board of Directors.

No one may serve on the Nominations and Elections Committee if he or she is running for election or

re-election in the year that nominations are being considered.

Section 4. Nominating Procedure

The Secretary shall notify the Nominations and Elections Committee of the positions to be filled in the

pending election by June 1 of each year. The Committee shall submit to the President and the Secretary

by June 30 of that year at least one nomination for every position that is currently vacant or that will

become vacant in the next calendar year. The Secretary or the Nominations and Elections Committee

shall give Society members notice of the Nominations and Elections Committee nominations on or

before July 15. An announcement of the nominations of the Nominations and Elections Committee will

also be made at the Annual Conference of the FWCS each year. Individual Society Members may

submit, by petition, additional nominations to be included on the ballot for positions to be elected for the

upcoming year provided that:

a. A petition that includes the signatures of 15 Society members in good standing

accompanies each nomination. Electronic signatures will be accepted or individual

Society members may wish to obtain the signatures from other members via mail or

while attending the Annual FWCS Conference;

b. The nominee is a member of the Society in good standing and agrees, by written

notice to the Nominations and Elections Committee, to stand for election;

c. Individual nominations by Society Members other than those proposed for nomination

by the Nominations and Elections Committee, are received by the Nominations

and Elections Committee no later than August 31.

Section 5. Balloting and the Announcement of Results

On or about September 15, the Nominations and Elections Committee will send to all individual

Society members, either physically or electronically, appropriate materials for the conduct of the election,

including:

a. A ballot (or on-line access to a ballot) in a form and using a process developed by

the Nominations and Elections Committee. Where appropriate, additional nominations

that are received via the nomination process for members described in

Section 4, above, will be listed indicating that the nomination was by petition of the

members;

b. A brief biographical sketch of each nominee; and

c. A brief statement by each nominee of the reason for his or her desire to run for the

office.

To be counted, votes must reach the Nominations and Elections Committee on or before October 15.

The Committee will have the ballots counted promptly after the close of elections and the receipt of all

eligible ballots. For each office, the person receiving the highest number of votes (plurality) will be

elected to that office. The Nominations and Elections Committee shall notify the Board, the Society

Officers, and all candidates of the outcome of the election within one week of the completion of ballot

counting. The Secretary or the Nominations and Elections Committee shall, by no later than October 30,

announce the outcome of the election to all members.

Section 6. Supervisory Responsibility for Individual Ballots from the Elections

The Nominating Committee shall:

a. ensure that the votes of individual members are not divulged to anyone including Society

officers and the Board of Directors,

b. ensure that the individual ballots from each unchallenged election are destroyed in a timely

fashion,

c. ensure that no other record of individual votes is thereafter maintained and,

d. be the final adjudicator of any challenge or controversy that may arise in connection

with elections.

Section 7. Creation of Vacancies

Any Officer of the Society or Member of the Board of Directors may resign at any time by giving notice to

the Board of Directors, the President, and/or the Secretary of the Society. The resignation will be effective

on the date that the Society official delivers the notice of resignation to the Society, unless the

resignation specifies a later date for the resignation to become effective. Any Officer or Board Member

of the Society may be removed from office, with or without cause, only by the vote of two-thirds of the

Board Members of the Society whenever, in its judgment, it determines that the best interest of the

Society would be served by such an action.

Section 8. Filling of Vacancies Created in Offices between Elections

Should a vacancy in an office or on the Board of Directors occur during the term of office for any reason,

the President may fill the vacancy for the remainder of the term of office with the approval of the Board

of Directors. If the vacancy occurs at the beginning of the term for a particular office, the President, with

the approval of the Board of Directors, may request the Society membership to nominate and elect an

individual to serve the remaining term of the position during the Society’s next annual election process.

BYLAW V – COMPENSATION

The Officers and Committee Members shall serve without pay.

BYLAW VI – NONPROFIT STATUS

The FWCS shall be organized as a nonprofit organization.

BYLAW VII – FINANCES

SECTION 1.

The fiscal year of the FWCS shall be from 1 January to 31 December, inclusive.

SECTION 2.

The Board shall approve and establish for each fiscal year, a budget of estimated expenditures and

receipts.

SECTION 3.

The Treasurer is authorized and empowered on behalf of the FWCS to receive by devise, bequest,

donation, or otherwise, either real or personal property, and to hold the same absolutely or in trust. The

Treasurer is authorized and empowered to invest, reinvest, and manage the same and to apply said

property and income arising therefrom to the objectives of the FWCS. The Treasurer shall also have the

power to allocate funds for the purposes of carrying out the objectives of the FWCS.

BYLAW VIII – AMENDMENTS TO THE BYLAWS

Amendments to the Bylaws shall be revised to allow for the modification of Bylaws by other than at

regularly scheduled meetings of the FWCS and by a two-thirds (2/3) vote of the members. Amendments

to the Bylaws shall also be revised to allow for modification of Bylaws by special meeting and by a simple

majority vote of the members, where a notice has been given of the intention to consider a Bylaw

revision. Procedures shall be established that allow for effective implementation of the Bylaws and

amendments to the Bylaws by the FWCS, its Board and members.

BYLAW IX – COMMITTEES

The Board may establish committees such as Membership, Program, Constitution and Bylaws, and

necessary standing committees on an as needed basis.

BYLAW X – GOVERNMENT

SECTION 1.

All questions coming before the FWCS, it governing body and committees, shall be decided by a majority

of the votes cast, except as otherwise provided in this Constitution and Bylaws.

SECTION 2.

Ballots shall be used when recommended by the Board in voting on the FWCS matters when the U.S.

Mails are used. Unless otherwise specified in this Constitution and Bylaws, vocal or “show-of-hands”

voting shall be used in meetings.

SECTION 3.

Policies and procedures defined by the Board require approval by a majority vote of the membership in

good standing.

BYLAW XI – PERSONAL LIABILITY AND INDEMNIFICATION

FWCS shall indemnify all officers, the Board of Director members, and committee members of FWCS to

the full extent permitted by the general laws governing not-for-profit corporations of the State of

Delaware. The society shall be authorized to purchase insurance for such indemnification of Society

officers and directors to the full extent as determined from time to time by the Board. The provisions of

this By-Law shall be deemed to be a contract with each officer, Board member and committee member

of FWCS who serves as such at any time while this By-Law is in effect and each such person shall be

deemed to be so serving in reliance on the provisions of this By-Law. Any amendment or repeal of this

By-Law which has the effect of increasing any such person’s liability shall operate prospectively only

and shall not have any effect with respect to any action taken, or failure to act, by such person prior

thereto. Each officer, Board member, or committee member of the Society who is affected by an amendment

or repeal of this by-law must be given written notification of this change so that he or she may take

whatever personal action he or she may deem necessary.  


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