AZ ENA Bylaws

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EMERGENCY NURSES ASSOCIATION  revised November 2013

ARIZONA EMERGENCY NURSES ASSOCIATION BYLAWS

ARTICLE I: NAME

The name of this organization shall be the ARIZONA EMERGENCY NURSES ASSOCIATION (AZ ENA) of the EMERGENCY NURSES ASSOCIATION (ENA), a not-for-profit corporation incorporated in the State of Arizona.

ARTICLE II: PURPOSE & GOALS

Section 1: Purpose:

The purpose of the AZ ENA shall be to function as the specialty nursing organization for professional nurses committed to the advancement of emergency nursing.  The AZ ENA is affiliated with the Emergency Nurses Association (ENA) at the State Level and chartered by the ENA to:

  1. implement its philosophy, objectives and leadership on the State Level
  2. coordinate the professional activities of SIG  within the State in liaison with the ENA
  3. educate emergency nurses on professional issues including clinical, legislative, and injury prevention
  4. State Councils & Special Interest Group’s (SIG’s) shall act in accord with Bylaws and Procedures established by the ENA.

Section 2: Goals:

  1. To promote the specialty of emergency nursing
  2. To work collaboratively with other health related organizations toward the improvement of emergency care.
  3. To serve as a resource for emergency nursing education and research.
  4. To define standards of excellence for emergency nursing practice.
  5. To develop and disseminate education and research resources toward the defined standards.
  6. To provide a networking structure to address professional emergency nursing issues
  7. To identify and address emergency nursing issues
  8. To serve as a patient advocate for the consumer through public education and other mechanisms.
  9. To affirm the philosophy of the ENA Ethical Principles.
  10. To promote the common interests of the AZ ENA members, and to improve the business conditions for emergency nurses within the health care industry.

Section 3: Limitations:

  1. No part of the net earnings of the AZ ENA shall be used to the benefit of any private individual.  Further, no part of the income of the AZ ENA shall be distributed to its members, directors or officers, provided however, that the payment of reasonable compensation for services rendered shall not be deemed a distribution of income.  The AZ ENA shall not participate in or intervene in, including the publication or distribution of statements, any political campaign on behalf of any candidate for public office.
  2. The AZ ENA shall possess all powers which a corporation organized under the General Not-For-Profit Corporation Act of 1986 of the State of Arizona, (as the same from time to time may be amended, shall possess, including all powers) which are not in conflict with the purposes for which the AZ ENA is organized.  (In any event,) the AZ ENA shall not engage in any activity which would disqualify it from being exempt from taxation under Section 501 (c) (3) of the internal Revenue Code of 1986, as amended, or any subsequent law of the United States of America.
  3. Anything herein contained to the contrary notwithstanding, no assets of the AZ ENA shall be donated, distributed, applied to, paid over or otherwise used or employed in any manner which would disqualify the AZ ENA from being exempt from taxation under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or any subsequent law of the United States of America.

ARTICLE III: MEMBERSHIP

Section 1: Classifications:

When a member joins the ENA, membership shall be obtained at the national and state levels (paying the appropriate dues to the National ENA, members simultaneously obtain membership at the State level and Association).

State members shall have the right to vote and to hold office

A. Active members are classified as active national members, active international members, and senior members. Active members shall have the right to vote, hold elected office, and serve on committees. Active national members must be professional registered nurses licensed in the United States. Active international members must be registered nurses, licensed or equivalent, outside of the United States. Senior members must be professional registered nurses, aged 65 or older and licensed in the United States.

B. Affiliate Member – An affiliate member is an individual who is not a registered nurse and supports the missions and objectives of ENA. Affiliate members shall have the rights and privileges of ENA membership, except the right to vote and to hold elected office.

C. Student Member – A student member is an individual enrolled in a nursing education program leading to eligibility for registered nurse licensure whose dues are current. Student members shall have the rights and privileges of ENA membership, except the right to vote and to hold elected office.

D. Honorary Member – Honorary membership may be awarded to an individual as determined by the ENA president and the ENA board of directors. Honorary members shall have the rights and privileges of ENA membership, except the right to vote and to hold elected office.

Section 2: Responsibilities of Members

Each member has the responsibility to support the purpose and objectives of the AZ ENA, ENA, and local AZ ENA SIG’s

Section 3: Termination:

  1. Members of AZ ENA who do not adhere to the association Bylaws and Procedures, hereinafter referred to as, Bylaws and Procedures may have their membership terminated by a two-thirds (2/3) vote of the Board of Directors.
  2. Such action shall not be taken until a member is advised of specific charges and given the opportunity for due process in accord with Procedures.

Section 4: Dues:

  1. The State Council shall determine membership dues for each classification of the AZ ENA.
  1. A single payment for National Members shall include dues and membership benefits at the National and State Levels.
  2. A single payment for International Members shall include membership benefits at the National Level.
  3. A single payment for Affiliate Members shall include dues and affiliate membership benefits at the National and State level.
  4. There shall be no dues for Honorary Membership.

ARTICLE IV: CONSTITUENT DIVISIONS

Section 1: Levels of Organization & Activities:

  1. The AZ ENA has three levels of organization:
    1. National Level
    2. State Level
    3. Special Interest Groups (SIGs)
    4. All levels of the AZ ENA are integral components of the National Association:
      1. State Councils are separately incorporated in each state in accord with Bylaws and Procedures.
      2. The Arizona State Council Executive Board of Directors shall include the elected officers.  The Arizona State Council Board of Directors shall include the Executive Board as well as those members delineated in ARTICLE V.  The Arizona State Council is the coordinating and decision making body to the Arizona ENA Members, in accordance with the ENA Procedures & Bylaws
        1. State Level: The state level of the association shall encompass all activities of the Arizona State Council
        2.  Charter: Each state council shall be chartered by the National ENA in accord with Procedures and shall actively support the philosophy and objectives of the National Association.
        3. Objectives: AZ ENA shall function within the framework of the National Association to coordinate and to implement ENA   activities within the state.
        4. Responsibility:
          1. Arizona State Council has the responsibility to monitor and to address professional issues related to emergency care.
          2. Arizona State Council is an integral component of the National Association and shall act in accord with Bylaws and Procedures.
          3. Arizona State Council shall serves as a resource for emergency nursing within the State.
  2. Local SIG’s may be formed for the purpose of local support, networking, education, or special projects.
    1. Each SIG must submit an application for local SIG formation, in accordance with National ENA, to the State Council prior to organization.
    2. Local SIG’s may request funds from the State Council if the request is submitted in writing no less than thirty (30) days prior to a quarterly State Council Meeting.  Funds will be dispersed based upon a majority vote of the State Council.
    3. Leadership structure should be consistent with the state ENA officers.
    4. Each SIG will follow the bylaws established by the State Council and National ENA.
    5. Each local SIG will provide a written/electronic report of its activities to the State Council through their representative on a quarterly basis in accord with policy and procedure.
    6.  A proposed yearly budget and year-end financial summary must be submitted to the State Council in accord with policy and procedure.
    7. Local SIG’s may be dissolved at their member’s request, by vote of the State Council, or by violation of Bylaws or Procedures of National ENA and/or Arizona ENA.

4.         National Level: National Level activities shall encompass activities of the General Assembly, Special Meetings of Delegates and the Board of Directors.

  1. General Assembly Delegation:
    1. Arizona State Council shall coordinate the Individual State Delegation to the Association’s General Assembly in accord with Procedures.
    2. The number of delegates to ENA’s General Assembly will be determined by membership density within the state in accordance with the National ENA Bylaws and procedures
    3. The State Council will determine the method of delegate selection.
    4. Funding:
      1. The Arizona ENA shall receive an allocation for each individual member within the state in accord with National ENA procedures.
      2. Further monies may be realized through state sponsored fund-raising efforts.

E.         Suspension of Revocation of Charter:

The Charter for a State Council may be suspended or revoked by the Board of Directors in accord with Procedures.

ARTICLE V: BOARD OF DIRECTORS

Section 1: Composition:

  1. Officers:
    1. The officers of the AZ ENA shall be President, President-elect or Past President, Secretary, Treasurer, and Treasurer-elect.  The Secretary and Treasurer positions may be held by the same person.  Hereinafter, known as the Executive Board of Directors with full voting privileges on the Arizona State Council.
    2. Eligibility Requirements/ Qualifications:
      1. Each officer must be a current active member of the   AZ ENA   and must have been an active member for one (1) consecutive year prior to election. Each officer must be a current active member of the AZ ENA and must have attended at least 75% of the State membership meetings for one year prior to nomination.
      2. A candidate for President-elect must currently serve as a  member of the Arizona State Council Board of Directors.
      3. A candidate for Secretary must have attended at least 75% of the State membership  meetings for the year prior to nomination.
      4. A candidate for Treasurer-elect must have attended at least 75% of the State membership meetings for the year prior to nomination.
      5. A candidate for any position as an AZ ENA   officer must have attended at least one ENA General Assembly within the last three(3) years.
      6. Current unrestricted Arizona or multi-State (compact) Registered Nurse Licensure.
  1. Responsibilities:

In addition to those responsibilities delineated below, officers of the AZ ENA shall exercise all the duties, privileges, and responsibilities as an officer of the AZ ENA in accordance with the Bylaws and Procedures of the Emergency Nurses Association.

  1.  President:
    1. Serve as Chief Executive Officer of the Arizona Emergency Nurses Association.
    2. Coordinate all council administrative activities.
    3. Appoint committee chairpersons and committee members with Board of Directors approval, as circumstances warrant.
    4.  President-elect:
      1. To perform any duties as assigned by the President for theAZ State Council or AZ ENA membership.
      2. To perform duties associated with Nominations and General Assembly Delegation selection.
      3. To succeed to the office of the President at the expirationof the President’s term.  In the event the position of President becomes vacant, the President-elect shall serve for the un-expired term and the term for which he or she was elected.
      4.        Past –President:
        1. To perform any duties as assigned by the President for the AZ State Council or AZ ENA membership.
        2. To perform duties associated with Nominations and General Assembly Delegation selection.
        3. To succeed to the office of the President in the event the position of President becomes vacant, to serve for the un-expired term.
        4.  Secretary:
          1. To maintain records minutes and activities of the AZ ENA.
          2. To perform all duties required of the Secretary as outlined in Procedures and Bylaws.
          3. To perform those duties as outlined in Parliamentary Procedure and Common Law.
          4. To disseminate information as needed to the membership.
          5. To assist Membership Chair with maintenance of membership rosters.
          6. To assist the President with AZ ENA correspondence.
          7.  Treasurer:
            1. To maintain the AZ ENA State Council financial records in accord with generally accepted accounting procedures.
            2. To maintain all AZ ENA State Council banking accounts and disbursements thereof.
            3. To present an AZ ENA budget proposal annually.
            4. To provide the Board of Directors and the AZ ENA general membership with a written financial report at each meeting.

f.    Treasurer-elect:

1.        To perform any duties as assigned by the Preseident and/or

theTreasurer for the AZ State Council or AZ ENA membership.

2.        To succeed to the office of the Treasurer at the expiration of the

Treasurer’s term.  In the event the position of Treasurer becomes

vacant, the Treasurer-elect shall serve for the un-expired term and

the term for which he or she was elected.

  1. Term of Office:
    1. The terms of office for President, Secretary and Treasurer positions shall commence January 1st each year and terminate on December 31st two (2) years later.
    2. The president-elect shall serve for one year then succeeds to the office of President at the conclusion of the term of (the current) office of the president.

B.       Other Voting Members of the Board of Directors

  1. Each SIG will have one (1) voting representative
    1. One (1) will be the SIG President or designee
  2. Each AZ ENA standing committee Chairperson will be a voting representative.

Section 2: Elections:

  1. Elections shall be held annually in October of each year.
  2. The election for President-elect will take place every other year (ODD YEARS).
  3. The election for Treasurer-elect will take place every other year (EVEN YEARS).
  4. The election of secretary will take place every other year (ODD YEARS)
  5. Nominations
    1. In accord with Procedures the Past President hall solicit, verify and then publish a slate of candidates for State Officers in an official publication of the State (AZ ENA).
    2. Electoral Process:
      1. The electoral process shall be conducted in accord with Procedures.
      2. All active members of the State (AZ ENA) shall elect officers by ballot.
      3. Candidates receiving the highest number of votes for each position shall be declared elected.
      4. Tie Votes:
        1. In the event of a tie vote for the position of president elect, there shall be a second balloting of state membership.
        2. In the event of a tie vote for the position of Secretary and/or Treasurer, there shall be a second balloting.

Section 3: Vacancies:

  1. In the event of a vacancy of a President-elect, Secretary, Treasurer and/or Treasurer-elect on the State Council there will be a second election to fill the vacancy for the remainder of the term.
  2. If the office of President becomes vacant
    1. The president-elect shall succeed to the Office of President to serve for the un-expired term and then serve the term for which he or she was elected.
    2. In the event a president-elect is not in place, the past-president shall succeed to the Office of President to serve for the un-expired term until such time that elections are held for a president-elect.  Once the president-elect succeeds to president, the past-president will then continue to serve as past-president.
    3. The Treasurer-elect will succeed to the office of Treasurer to serve for the unexpired term and then serve the term for which he or she was elected.
    4. In the event a Treasurer-elect is not in place, the President shall conduct a second electionto fill the vacancy for the remainder of the term.
    5. The AZ ENA shall meet at least four (4) times per year.  The President shall call meetings.  Special meetings may be called upon the written request of a majority of the AZ ENA State Council members or at the discretion of the AZ ENA President.
    6. Each meeting will be for the purpose of fulfilling the goals of the ENA and will include receiving reports of officers, SIG’s, committees, and other business that may arise in accord with National ENA Bylaws and Procedures and Parliamentary Procedure.
    7. The AZ ENA will conduct and/or sponsor at least one (1) educational offering each year.
    8. A majority of the active voting members of the AZ ENA IN ATTENDANCE shall constitute a quorum for all meetings.  All decisions of the AZ ENA State Council require an affirmative vote of the majority of the AZ ENA State Council.
    9. The President will appoint, if necessary, a qualified Parliamentarian to advise the AZ ENA State Council during meetings.
    10. The State Council shall have Committees appointed by the President in sufficient numbers necessary to address AZ ENA goals professional practice, special interests, and AZ ENA Programs

ARTICLE VI: MEETINGS

ARTICLE VII: COMMITTEES

B.       The AZ ENA will attempt to maintain the following standing committees: Education, IQSIP, Government Affairs, Membership, Social Media, Nominating, Nursing Practice, Pediatrics, AND Trauma.

  1. Ad Hoc Committees: The State Council shall establish Ad Hoc Committees as circumstances warrant.
  2. Appointments to all committees shall be made in accord with Procedures.
  3. The composition, qualifications, term of office, responsibilities and meetings shall be specified in Procedures.

F.         Ex-Officio Members: The president may serve as a non-voting member of all committees except the nominating committee.

ARTICLE VIII: OFFICIAL PUBLICATION

A.        The official publication of the AZ ENA shall reflect the purpose; goals and standards of the AZ ENA shall be called the State Newsletter.

ARTICLE IX: PARLIAMENTARY PROCEDURES

These Bylaws, the current edition of Robert’s Rules of Order, Standing Procedures, and any Special Rules of Order adopted by the State Council shall govern all meetings of the AZ ENA provided they are not in conflict with the National Bylaws and Procedures.

ARTICLE X: INDEMNIFICATION

The AZ ENA shall indemnify all Officers, State Council Members, and employees for expenses incurred with the defense or settlement of any claim against such a person by reason of service as an Officer, State Council Member, or employee, unless judgment or other adjudication shall establish that such claim arose or resulted from any dishonest, fraudulent, criminal, malicious or knowingly wrongful act, error or omission of such person.

ARTICLE XI: DISSOLUTION

In the event of dissolution of the AZ ENA, the net assets of the corporation shall   revert to the ENA after liabilities and obligations shall be paid, satisfied, and discharged or adequate provision shall be made thereof.

ARTICLE XII: AMENDMENTS

A.        Amendments to the Bylaws may be proposed by members of the AZ ENA in accord with Procedures.

  1. Amendments must be submitted to the President IN WRITING   ninety (90) days prior to the next regularly scheduled state meeting.
  2. Amendments, which are in accord with Procedures and the State Council’s philosophy, purpose, and goals, as well as Federal and State Laws, will be submitted to the membership at least sixty (60) days prior to the next regularly scheduled state meeting.
  3. Publication of the amendments will consist of any one of the following AZ ENA Newsletter, AZ ENA web site, or the direct mailing of the amendments to the individual members shall constitute notice of any amendments of these Bylaws to be considered for approval.
  4. In order to be approved, any amendment must be approved by a two-thirds (2/3) vote of the active membership participating in the vote.
  5. These Bylaws may be amended only upon approval by the National Association.
  6. Any amendment to the National Association Bylaws and/OR Procedures having direct application to these Bylaws shall be considered by the Arizona State Council Board of Directors for inclusion in AZ ENA Bylaws provision and/or Procedures.