The name of this corporation shall be the WOUND, OSTOMY AND CONTINENCE NURSES

SOCIETY (hereinafter the "Society"), an Illinois not-for-profit corporation.

The purposes of the Society shall be to furnish support and leadership to its members by promoting

education, clinical and research opportunities to advance the practice and guide the delivery of expert

health care to individuals with wounds, ostomies and incontinence; to advance the health care and quality

of life of all individuals with wounds, ostomies and incontinence; to foster advances in wound, ostomy

and continence nursing; to afford a forum for the exchange of knowledge pertaining to the wound, ostomy

and continence nursing specialties; to stimulate the research, investigation, and teaching of wound,

ostomy and continence nursing specialties; to enhance the study and practice of wound, ostomy and

continence nursing specialties by establishing scholarships, foundations, and appropriate accreditation

procedures; and to perform any and all such other acts that are necessary, convenient and proper to the

attainment of these purposes.

The Society shall have and continuously maintain in the State of Illinois a registered office and a

registered agent whose office is identical with that registered office, and may have such other offices in or

out of the State of Illinois as the Board of Directors may from time to time determine.

Membership may be granted to any individual who: (i) meets the criteria set forth below for each

category of membership in the Society; (ii) shares interest in and supports the purposes of the Society;

(iii) abides by these Bylaws, the principles of ethics of the Society and such other policies, rules and

regulations as the Society may adopt; and (iv) meets such additional criteria for each category of

membership in the Society as the Board of Directors may from time to time establish:

continence nurse who is a graduate of an educational program accredited by the Society, or

(ii) registered nurse (RN).

the purposes, mission and goals of the Society.

is eligible to be an active member and who is permanently retired from employment.

individual who is eligible to be an associate member and who is permanently retired from

employment.

the criteria established by the Board of Directors.

(12) founders of the Society and to the past presidents of the Society.

is a full-time student studying to become a registered nurse (this shall include those

individuals pursuing an Associate Degree or Bachelor of Science Degree, or enrolled in a

Diploma Program).

corporation or organization.

The Board of Directors shall adopt an application form and procedures to facilitate the consideration of

applicants for membership in the Society. All applicants shall complete the application form and submit

the application, along with the designated fee, to the administrative office of the Society. The Board of

Directors, or its designee, shall review the application of all applicants and determine, based on the

criteria set forth in these Bylaws and such other guidelines as the Board of Directors may prescribe,

whether individual applicants meet the qualifications necessary for membership in the Society.

All members shall be entitled to serve on committees and to attend the member meetings and social

functions of the Society, but only Active Members, Retired Active Members, and Honorary Life

Members (sometimes collectively referred to herein as “voting members”) may make motions, vote and

hold office. Each voting member shall have one (1) vote on matters submitted to a vote of the

membership.

Members may resign from the Society at any time by giving written notice to the Secretary, provided,

however, such resignation shall not relieve the resigning member of the obligation to pay any dues or

other charges previously incurred that remain unpaid. Any application for reinstatement of membership

in the Society by a former member shall be denied until such time as said member has paid any and all

outstanding charges in full.

(i) failure to comply with these Bylaws, the principles of ethics of the Society, or any

other policies, rules or regulations of the Society;

(ii) limitation, suspension, revocation, or forfeiture by any state, province or country of

the member's right to practice nursing;

(iii) unauthorized use of the Society's name, logo, or other symbols on stationery,

publications, symposia advertisements, printed material or in any other manner; and

(iv) immoral, dishonorable, or unprofessional conduct considered prejudicial to the best

interests of, or inconsistent with the purposes of, the Society.

expulsion, shall be by a two-thirds majority of the Board of Directors, provided that a

statement of the charges shall have been mailed by certified mail to the last recorded address

of the member at least fifteen (15) days before final action is to be taken. This statement shall

be accompanied by a notice of the time and place of the meeting of the Board of Directors at

which the charges shall be considered, and the member shall have the opportunity to appear

in person and/or to be represented by counsel and to present any defense to such charges

before action is taken by the Board of Directors.

The membership of any member who is in default of payment of dues or assessments for more than 60

days, or otherwise becomes ineligible for membership, shall be terminated automatically, unless such

termination is delayed by the Board of Directors.

An annual meeting of the members of the Society for conducting such business as may come before the

membership shall be held at such time and place as shall be determined by the Board of Directors.

Special meetings of the members of the Society may be called at the request of the President or any three

(3) members of the Board of Directors, or at the written request of two-thirds of the members of the

Society entitled to vote. The time and place for holding special meetings shall be determined by the

Board of Directors.

Notice of any annual or special meeting of the members shall state the time, date, place and purpose of

the meeting, and shall be delivered not more than sixty (60) and not less than five (5) days prior to the

date of such meeting, unless otherwise required by applicable law.

Twenty-five percent (25%) of the voting members of the Society shall constitute a quorum for the

transaction of business at any duly called meeting of the members, provided that if less than a quorum is

present, a majority of the voting members present may adjourn the meeting to another time without

further notice.

The act of a majority of the voting members present at a duly called meeting at which a quorum is present

shall be the act of the members, unless the act of a greater number is required by law, the Articles of

Incorporation, or these Bylaws.

Voting by mail shall be permitted in lieu of a vote at a duly called meeting for any item of business,

including the election of officers and directors. A mail vote may be called by the Board of Directors or

upon written request to the Secretary of at least two-thirds (2/3) of the voting members. For the election

of officers and directors, the act of a majority of twenty-five percent (25%) or more voting members

returning ballots by a date certain shall be an act of the members. For matters other than the election of

officers and directors, the act of a majority or more voting members by a date certain shall be an act of the

members, unless the action of a greater number is required by law, the Articles of Incorporation or these

Bylaws.

The initial and annual dues for all members of the Society, and the time for paying such dues and other

assessments, if any, shall be determined from time to time by the Board of Directors. Under special

circumstances, the Board of Directors may waive the annual dues and/or assessments for any member.

The affairs of the Society shall be managed by the Board of Directors, which shall have supervision,

control and direction of the affairs of the Society, shall determine its policies or changes therein within the

limits of these Bylaws, shall actively promote its purposes and shall have discretion in the disbursement

of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business

as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it

may consider necessary.

The Board of Directors shall be composed of eight (8) members as follows: the President, the President-

Elect, the Secretary, the Treasurer (the President, President-Elect, Secretary and Treasurer are collectively

referred to herein as the “Officers”), and one member elected from each of the four geographic Areas (as

non-voting member of the Board of Directors.

(a) The President-Elect, Secretary, Treasurer, and Area Directors shall be elected by the

membership for a two-year term, and, with the exception of the President and President-

Elect, may not be elected to the same office for more than two (2) consecutive terms.

(b) The President and the President-Elect may each serve only one two-year term in office.

(c) The President-Elect and the Area Directors elected from the odd-numbered Areas shall be

elected in odd-numbered years.

(d) The President-Elect shall automatically succeed to and assume the office of President in

odd-numbered years.

(e) The Secretary, Treasurer and the Area Directors elected from the even-numbered Areas

shall be elected in even-numbered years.

(f) Only an individual who shall have been a member of the Society entitled to vote for two

(2) years prior to the time of election shall be eligible for nomination either as an Officer

or Area Director.

(g) To be elected as an Officer, an individual shall have served on a regional, affiliate or

national board of directors or in a standing committee chair position.

(h) The Officers and Area Directors shall take office immediately upon the conclusion of the

annual meeting at which their election or appointment is announced and shall continue in

office until the conclusion of the next following annual meeting or until their successors

are duly elected and qualified.

The Board of Directors may provide by resolution the time, date and place for the holding of a regular

annual meeting of the Board of Directors and additional regular meetings of the Board of Directors

without other notice than such resolution.

Special meetings of the Board of Directors may be called by, or at the request of, the President or upon a

written request to the Secretary of three (3) members of the Board of Directors. Notice of any special

meeting of the Board of Directors shall state the time, date, and place of the meeting and shall be

delivered at least five (5) days prior to the date of such meeting; provided, however, that notice of any

special meeting held by telephone conference call may be delivered at least twenty-four (24) hours prior

to the call. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting

except where a Director attends a meeting for the express purpose of objecting to the transaction of any

business because the meeting is not lawfully called and convened.

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any duly

called meeting of the Board of Directors; provided, that, if less than a quorum is present at said meeting, a

majority of the Directors present may adjourn the meeting without further notice.

The act of a majority of Directors present at a duly called meeting at which a quorum is present shall be

the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of

Incorporation, or these Bylaws.

Any Director may resign at any time by giving written notice to the Secretary. In addition, any Director

may be removed by a majority vote of the persons entitled to elect such director, whenever, in their

judgment, the best interests of the Society would be served by such removal.

In the event of the death, resignation, removal, or incapacity of the President-Elect, Treasurer, or

Secretary, the Board of Directors shall appoint an individual to fill the vacant office. In the event of the

death, resignation, removal, or incapacity of Director representing a particular Area, the Board of

Directors shall appoint an individual to serve until the conclusion of the next annual meeting. In the event

the President-Elect assumes the duties of the President, and the President-Elect (acting as President)

thereafter is unable to serve, the Board of Directors shall appoint, from among the Board of Directors, a

Director to preside at meetings of the Society and Board of Directors and, if necessary, assume the duties

of the President.

Any action requiring a vote of the Board of Directors may be taken without a meeting if a consent in

writing, setting forth the action taken, is signed by all of the Directors entitled to vote with respect to the

subject matter thereof.

Any action to be taken at a meeting of the Board of Directors may be taken through the use of a

conference telephone or other communications equipment by means of which all persons participating in

the meeting can communicate with each other. Participation in such a meeting shall constitute presence

in person at the meeting of the persons so participating.

The officers of the Society shall be a President, President-Elect, Secretary, and Treasurer. No two offices

may be held simultaneously by the same person.

The President shall be the principal executive officer of the Society. The President shall, in general,

supervise and direct all of the business affairs of the Society, subject to the direction and control of the

Board of Directors. The President shall preside at all meetings of the Board of Directors. The President

may sign, with the Secretary or any other proper officer of the Board of Directors authorized by the Board

of Directors, any deeds, mortgages, bonds, contracts or other instruments, which the Board of Directors

has authorized to be executed, except documents the execution of which shall expressly be delegated by

law, the Articles of Incorporation, these Bylaws, or the Board of Directors to some other officer or agent

of the Board of Directors. The President shall appoint the chairperson of all committees, subject to the

approval of the Board of Directors, except as otherwise provided by these Bylaws. The President shall be

these Bylaws. The President shall, in general, perform all duties customarily incident to the office of

President and such other duties as may be prescribed from time to time by the Board of Directors.

The President-Elect shall assist the President and shall substitute for the President when required to and

without vote, of all committees, except the Nominating Committee or as otherwise provided by these

Bylaws. The President-Elect shall, in general, perform all duties customarily incident to the office of

President-Elect and such other duties as may be prescribed from time to time by the Board of Directors.

The President-Elect shall succeed to the office of President upon expiration of the President’s term of

office, and in the event of the death, resignation, removal, or incapacity of the President.

The Secretary shall keep minutes of the meetings of the Board of Directors and the membership in one or

more books maintained for that purpose; shall see that all notices are duly given in accordance with

applicable law, the Articles of Incorporation and these Bylaws; shall be custodian of the corporate

records; shall keep a record of the mailing address of each member of the Society; and, in general, shall

perform all duties customarily incident to the office of secretary and such other duties as may be assigned

from time to time by the President or the Board of Directors. The duties of the Secretary may be assigned

by the Board of Directors in whole or in part to the Executive Director.

The Treasurer shall be the principal accounting and financial officer of the Society and shall have charge

of and be responsible for the maintenance of adequate books of account for the Society; shall have charge

and custody of all funds and securities of the Society, and be responsible therefore, and for the receipt and

disbursement thereof; shall deposit all funds and securities of the Society in such banks, trust companies

or other depositories as shall be selected in accordance with the provisions of Article XII of these Bylaws;

shall have an annual audit of the Society's books conducted by a certified public accounting firm; and, in

general, shall perform all of the duties customarily incident to the office of treasurer and such other duties

as from time to time may be assigned by the President or the Board of Directors. The duties of the

Treasurer may be assigned by the Board of Directors in whole or in part to the Executive Director.

The administrative and day-to-day operation of the Society shall be the responsibility of a salaried staff

head or firm employed or appointed by, and responsible to, the Board of Directors. The salaried staff

head or, in the case of a firm, chief staff officer retained by the firm shall have the title of "Executive

Director." The Executive Director shall have the authority to execute contracts on behalf of the Society

and as approved by the Board of Directors. The Executive Director may carry out such other duties as

may be specified by the Board of Directors. The salaried staff head or firm shall employ and may

terminate the employment of members of the staff necessary to carry out the work of the Society. The

Committees except as otherwise provided by the Bylaws.

The Council shall consist of the Board of Directors and the chairs of the Society’s standing committees.

The Council shall solicit, process and communicate membership needs to the Board of Directors,

participate in the Society’s strategic planning and recommend committee members for appointment.

The Council shall meet at such times and places as shall be determined by the Board of Directors.

Notice of any meeting of the Council shall state the time, date, and place of meeting and shall be

delivered at least five (5) days prior to the date of such meeting. Participation in any meeting of the

Council may be conducted through the use of a conference telephone or other communications equipment

by means of which all persons participating in the meeting can communicate with each other.

The geographic membership of the Society shall be classified by groupings of states (the “Areas”), the

number and boundaries of which shall be determined from time to time by the Board of Directors. Until

amended by the Board of Directors, there shall be four (4) Areas whose boundaries are defined as

follows:

(a) Area 1 – Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New

Mexico, Oregon, Utah, Washington, Wyoming.

(b) Area 2 – Illinois, Indiana, Iowa, Kansas, Kentucky, Michigan, Minnesota, Missouri,

Nebraska, North Dakota, Ohio, South Dakota, West Virginia, Wisconsin.

(c) Area 3 – Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts,

New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia.

(d) Area 4 – Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, North Carolina,

Oklahoma, South Carolina, Tennessee, Texas.

The Board of Directors may authorize the establishment of regional affiliates which shall (i) be organized

and operated in accordance with the rules and policies adopted by the Board of Directors of the Society;

(ii) fulfill criteria for affiliation established from time to time by the Board of Directors, and (iii) have

entered into an agreement of affiliation with the Society. All members of regional affiliates must be

members of the Society.

Elect, Secretary and Treasurer of the Society. The Executive Committee shall have the

authority to carry out the business and functions of the Society between meetings of the

Board, reporting to the Board any action taken; but the delegation of authority to the

Executive Committee shall not operate to relieve the Board of Directors or any individual

Officer or Director of any responsibility imposed by law. The Executive Director shall serve

members, one from each Area.

the Committee from among all of the Society’s past presidents willing and able to

serve. The remaining Committee members shall be elected by the members entitled

to vote. Committee members representing the odd-numbered Areas shall be elected

in odd-numbered years. Committee members representing even-numbered Areas

shall be elected in even-numbered years. Each Committee member shall serve a twoyear

term. Committee members may serve a second consecutive term, provided no

more than two (2) members succeed themselves in any given year.

the exception of the President, and the Directors representing the Areas and shall

submit to the Board of Directors and, upon approval of the Board of Directors, to the

membership a list of qualified candidates to succeed those Officers and Directors

whose terms shall expire at the conclusion of the next annual meeting. The

Committee also shall nominate individuals to fill vacancies as set forth in Article VI,

Section 9 above and to fill such other positions as the Board of Directors may

determine. Members of the Nominating Committee are not eligible for elected office

or other elected positions.

(2) years prior to the time of election shall be eligible for election to the Nominating

Committee. Members of the Council, other than Chair of the Nominating

Committee, shall not serve on the Nominating Committee.

Other committees not having the authority of the Board of Directors may be established by

resolution of the Board of Directors to carry out the purposes of the Society. The resolution

establishing such a committee shall set forth the committee's purpose and composition.

The President may appoint such ad hoc committees as are necessary or appropriate to carry out the

purposes of the Society. An ad hoc committee created by the President shall terminate with the expiration

of the President's term of office. Ad hoc committees may be established for longer periods with the

approval of the Board of Directors.

Unless otherwise provided by these Bylaws or the resolution establishing the committee, the President,

with the approval of the Board of Directors, shall appoint the chair of each committee and the chair of

each committee shall appoint the members of its committee. Only an individual who shall have: (i) been a

member of the Society for two (2) years prior to the time of appointment, and (ii) earned a baccalaureate

degree with a nursing major or a baccalaureate degree in another field and demonstration of baccalaureate

level nursing competencies shall be eligible to serve as a committee chairperson. Any member of any

committee may be removed by the person or persons authorized to appoint such member whenever in

their judgment the best interests of the Society would be served thereby.

Except as otherwise provided herein, vacancies in the membership of a committee shall be filled by

appointments made in the same manner as the original appointments to that committee.

Unless otherwise provided in the resolution establishing a committee, a majority of the whole committee

shall constitute a quorum, and the act of a majority of the members present and voting at a duly called

meeting at which a quorum is present shall be the act of the committee.

The Board of Directors shall develop and approve general policies and procedures for the operation of all

committees. All committees shall report to the Board of Directors, and Committee Chairs must submit

budget requests to the Board of Directors and receive approval prior to committing expenditures.

The Board of Directors may authorize any officer or officers, agent or agents of the Society, in addition to

the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any

instrument in the name of and on behalf of the Society, and such authority may be general or confined to

specific instances.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness

issued in the name of the Society shall be signed by such officer or officers, agent or agents of the Society

and in such manner as shall from time to time be determined by resolution of the Board of Directors. In

the absence of such determination by the Board of Directors, such instruments shall be signed by the

Treasurer and countersigned by the President.

All funds of the Society shall be deposited to the credit of the Society in such banks, trust companies, or

other depositories as the Board of Directors may select.

The Board of Directors shall provide for the bonding of such officers and employees of the Society as it

may from time to time determine.

The Board of Directors may accept on behalf of the Society any contribution, gift, bequest or devise for

the general purposes or for any special purpose of the Society.

The Society shall keep correct and complete books and records of account and shall also keep minutes of

the proceedings of its members, the Board of Directors, and any committees having the authority of the

Board of Directors. The books and accounts of the Society shall be audited annually by accountants

selected by the Board of Directors.

The fiscal year of the Society shall be determined from time to time by the Board of Directors.

Whenever any notice is required to be given under applicable law, the Articles of Incorporation or these

Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before

or after the time stated therein, shall be deemed equivalent to the giving of such notice.

The Society shall indemnify all Officers, Directors, and committee members of the Society to the full

extent permitted by the Illinois General Not For Profit Corporation Act and shall be entitled to purchase

insurance for such indemnification of officers and directors to the full extent as determined from time to

time by the Board of Directors.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote

of at least twenty-five percent (25%) of the voting members, voting in person or by proxy, provided that

the substance of the alteration, amendment or repeal has been approved by the Board of Directors and

submitted in writing to the membership not more than sixty (60) and not less than five (5) days prior to

the date by which the same is to be considered.

In the event of 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 remaining assets of

the Society (except any assets held by the Society upon condition requiring return, transfer or other

conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in

accordance with such requirements) exclusively for the purposes of the Society in such manner, or to such

organization or organizations as shall at the time qualify as a tax-exempt organization or organizations

recognized under Sections 501(c)(3) or 501(c)(6) of the Internal Revenue Code of 1986, as amended (the

"Code") or the corresponding provisions of any future United States Internal Revenue statute, as the

Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court

of general jurisdiction of the county in which the principal office of the Society is then located,

exclusively for such purposes in such manner, or to such organization or organizations, which are

organized and operated exclusively for such purposes, as said court shall determine.

Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these

bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or

approval required to be written or in writing may be transmitted or received by electronic mail or other

electronic means.

NGEDOCS: 844819.8