BYLAWS OF ROCKY MOUNTAIN PERIANESTHESIA NURSES ASSOCIATION
(A Colorado tax-exempt nonprofit organization)
ARTICLE I
NAME
SECTION 1. The name of the organization is Rocky Mountain Perianesthesia Nurses Association, hereinafter referred to as the Association or Component, and includes Colorado, Wyoming, and the panhandle of Nebraska.
ARTICLE II
MISSION
SECTION 1. The Rocky Mountain Perianesthesia Nurses Association advances nursing practice through education, research and standards.
ARTICLE III
MEMBERSHIP
SECTION 1. Membership in the Association shall be a privilege contingent upon compliance with the requirements of these bylaws and other Board requirements. There are the following six classes of members: Active, Associate, Retired, Honorary, Student, and Corporate.
A. Active members shall be duly licensed nurses who currently practice in good standing, at least part time, in perianesthesia nursing, or in the management, teaching, or research of perianesthesia nursing.
B. Associate/Affiliate members shall consist of physicians, nurses and other health care practitioners who have an interest in perianesthesia patient care.
C. Retired members shall be members in good standing who, immediately prior to retirement or permanent disability, were active members.
D. Honorary members shall be persons who have rendered distinguished or valuable service to the Association or perianesthesia nursing and have been selected as honorary members by the Component Board of Directors. Honorary members may concurrently hold another class of membership.
E. Student members shall be individuals pursuing education leading to eligibility to sit for the registered nurse licensing examination.
F. Corporate members shall be companies or organizations that support the mission, purposes and goals of the Association.
SECTION 2. REPRESENTATION. Active and retired members in good standing may vote on matters submitted to the membership. Active members in good standing may hold an office. Active and retired members in good standing may serve on or chair committees.
SECTION 3. BENEFITS. Members in good standing shall receive all official publications and notices of the Association.
SECTION 4. APPLICATION AND DUES ASSESSMENT.
A. Any person desiring membership in the Association shall submit a written, signed membership application to the American Society of Perianesthesia Nurses (ASPAN).
B. All members, except for honorary members without another class of membership, shall be assessed dues, the amount determined by ASPAN and RMPANA.
C. Members are delinquent if their dues are not received by ASPAN within sixty (60) days of the date upon which the dues are payable, after that point membership shall be terminated.
D. Any member, whose membership has been terminated for nonpayment of dues, may seek reinstatement by reapplying as in an original application for membership.
E. All dues shall be payable to ASPAN who will then distribute appropriate funds to the component.
SECTION 5. TERMINATION OF MEMBERSHIP. Members who do not adhere to RMPANA and/or ASPAN bylaws and policies may have their membership terminated by the RMPANA Board of Directors in collaboration with ASPAN. Termination action shall not be taken until a member is advised of specific rationale for termination and given opportunity for due process as recommended in Roberts Rules of Order, Newly Revised. Termination of membership shall also occur upon death of a member.
ARTICLE IV
ASSOCIATION MEETINGS
SECTION 1. ASSOCIATION MEETINGS.
A. The Board of Directors shall determine dates and times for Component meetings.
B. Notice of meetings shall be sent to members at least fourteen (14) days prior to the meeting.
C. The members present, one of whom shall be the President or Vice-President / President elect,
constitute a quorum.
D. A special meeting of members may be called by:
1. The President,
2. Two–thirds vote of the Board of Directors, or
3. A petition with the signatures of twenty-five percent (25%) of the active and retired members and delivered to the President or Secretary either personally or by registered mail.
4. Thirty days written notice shall be given of any special meeting. The purpose of the special meeting shall be stated in the notice, and no other business shall be in order at that meeting.
SECTION 2. VOTING. Voting by active and retired members at general meetings, via the postal service or via another means of modern communication such as e-mail shall be by simple plurality. Action may be taken upon the affirmative vote of those members present and voting.
SECTION 3. REGIONAL MEETINGS. ASPAN and the component may cooperate in sponsoring regional meetings for the purpose of educational and professional presentations. ASPAN policies and procedures shall guide the planning and sponsorship of these meetings.
ARTICLE V
BOARD OF DIRECTORS
SECTION 1. RESPONSIBILITY. The Board of Directors may exercise all the powers and authority to manage the affairs of the Association guided by the Bylaws, the policies and procedures, and the needs of the membership.
SECTION 2. MEETINGS. The Board shall meet at least twice a year with the President determining date, time, and place.
SECTION 3. QUORUM. The presence of fifty-one percent of the board members constitutes a quorum for all meetings.
SECTION 4. VOTING. A Board vote requires a quorum and may be conducted at a meeting of the Board, or via another means of communication such as e-mail. Voting shall be by simple plurality. Action may be taken upon the affirmative vote of the board present and voting.
SECTION 5. COMPOSITION. The voting members of the Board shall be the elected officers, district representatives, immediate past president, the newsletter editor and committee chairpersons. The president shall serve as chairperson.
SECTION 6. OFFICERS. Officers include President, Vice President / President Elect, Secretary, and Treasurer. The same person may hold only one component office at any one time.
SECTION 7. TERMS AND ELIGIBILITY.
A. Each officer shall have had a minimum of two (2) years active Association membership. Committee chairs shall have had one (1) year active Association membership preferably on the committee to be chaired.
B. Terms of office and committee chair responsibility will extend from October 1 to September 30, with the exception of the Treasurer’s term, which will extend from January 1 to December 31, to align with RMPANA’s financial year.
C. An officer, other than the President and Vice-President/President Elect, may succeed himself/herself but only for one immediately successive term in the same office. Chairpersons may be appointed to serve successive terms in the same position. Any person filling an unexpired term for more than one-half of the term shall be deemed to have served one term.
D. The President and Vice-President / President Elect shall hold office for a term of one year or until their respective successors have been duly elected and qualified. At the expiration of the President’s term, the Vice-President / President Elect shall automatically assume the Office of President. The President shall automatically assume the responsibilities of Immediate Past President.
E. The Secretary shall be elected for a two-year term in the odd numbered years and hold the office until his/her successor has been duly elected and qualified.
F. The Treasurer shall be elected for a two-year term in the even numbered years and hold the office until his/her successor has been duly elected and qualified.
SECTION 8. ELECTION PROCEDURE. A slate of officers shall be published in the June edition of The Air Exchange and posted on the RMPANA website. Election of officers shall take place at the annual RMPANA meeting, held at the Retreat in The Rockies. Election of officers shall require a simple majority of votes cast. If no nominee receives a majority, a runoff vote shall be held. If a member is unable to attend the annual Retreat, an absentee ballot may be obtained from the Nominating Chairperson, in accordance with Policy and Procedure.
SECTION 9. VACANCIES. The Board shall fill Board vacancies for the remaining term, with the exception of President, which is automatically filled by the President-Elect, and Immediate Past President, which will remain vacant. A vacancy in the Office of the Vice President/President-Elect requires a special election in accordance with Policy and Procedure.
SECTION 10. REMOVAL. Any member of the Board, regardless if elected or appointed, may be removed by a two-thirds (2/3) affirmative vote of the Board for such removal, when in its judgment the best interests of the Association would be served. Such action shall provide that the board member, upon request, has an opportunity to have a hearing providing for due process as described in Robert’s Rules of Order Newly Revised.
SECTION 11. COMPENSATION. Board members shall serve in a voluntary capacity. Any position-related compensation/reimbursement for expenses are set forth in Policy & Procedures.
SECTION 12. DUTIES.
A. The President shall preside at all meetings of the Board of Directors and of the Membership. He/she shall be the principal representative of, and spokesperson for, the component, and shall be responsible for stimulating public understanding and support for the programs of RMPANA, and for enlisting leadership and cooperation for such programs. The President shall have general charge and supervision of the business affairs and do and perform such other duties set forth in Policies and Procedures or as assigned by the Board. At the expiration of his/her term of office, the President shall become Immediate Past President and Chairperson of the Nominating Committee.
B. The Vice President/ President Elect shall witness and assist the President in all duties throughout the year, and shall assume the duties of the President due to the absence, disability, death, resignation or removal from office of the President. He/She will serve as member or chair of the Strategic Planning Committee. In addition, he/she shall perform such other duties as the Association Board may from time to time assign. At the expiration of the President’s term of office, the Vice President/President Elect shall assume the Office of President.
C. The Secretary shall attend and keep the minutes of all meetings and give the notices for the Association as determined by the President. He/she shall be responsible for the correspondence of the Association and have such other powers and duties as assigned the Office of Secretary by the Board or as set forth in Policies and Procedures.
D. The Treasurer shall be custodian of the Association moneys and shall regularly report the financial condition of the association to the Board. He/she shall have such other powers and perform such other duties as assigned by the Board and/or set forth by policies and procedures. The Treasurer shall act as the chairperson of the Finance Committee.
ARTICLE VI
COMMITTEES
SECTION 1. GENERAL.
A. The President shall appoint the chairpersons, with the exception of the Nomination Committee.
B. Committees shall meet as necessary to accomplish responsibilities stated in Bylaws, Policies and Procedures.
SECTION 2. BYLAWS/POLICY & PROCEDURES COMMITTEE. It is recommended that the Bylaws / Policy and Procedures committee shall be composed of at least two members, one of whom shall be Chairperson. The Committee shall interpret the Bylaws as requested , and recommend amendments to the Bylaws according to the needs suggested by the membership, the various committees, and the Board. The committee shall review, update, and create new policies and procedures for the orderly operation of the component consistent with current ASPAN and RMPANA Bylaws.
SECTION 3. NOMINATING COMMITTEE. It is recommended that the Nominating Committee shall be composed of at least two members, one being the Immediate Past President, who shall be the chairperson. The Nominating Committee shall perform the functions and discharge the duties concerning the nomination of candidates for office and the elections as set forth in Policies and Procedures.
SECTION 4. EDUCATION COMMITTEE. The Education Committee shall consist of at least three members, one of whom shall be the Chairperson. This Committee shall develop, plan, and supervise all aspects of continuing education in perianesthesia nursing.
SECTION 5. HISTORICAL COMMITTEE. It is recommended that the Historical committee shall be composed of at least two members, one of whom shall be the Chairperson. The Committee prepares and maintains a history of the component from the date of its founding to share with the membership.
SECTION 6. MEMBERSHIP COMMITTEE. It is recommended that the Membership committee shall be composed of at least two members, one of whom shall be the Chairperson. The membership committee shall encourage qualified persons to apply for membership in ASPAN/RMPANA and assist in maintaining an accurate roster of the Association membership.
SECTION 7. FINANCE COMMITTEE. The Board of Directors serves as the Finance Committee. The Treasurer shall serve as Chairperson during financial business. The committee shall be responsible for all matters concerning finances and prepare an annual budget of anticipated income and expenditures.
SECTION 8. PUBLICATIONS COMMITTEE. It is recommended that the Publications Committee shall be composed of at least two members, one of whom shall be the Chairperson/Editor. The committee shall be responsible for editing and publishing the Association newsletter and any other publication of the Association.
SECTION 9. GOVERNMENTAL AFFAIRS COMMITTEE. It is recommended that the Governmental Affairs Committee shall be composed of at least two members, one of whom shall be the Chairperson. The Committee shall obtain, evaluate, and inform the membership of proposed or pending federal and state legislation that would affect perianesthesia nursing
SECTION 10. STRATEGIC PLANNING COMMITTEE. It is recommended that this Committee be composed of at least two members. The Vice President/President Elect shall serve as a committee member or chairperson. The Committee shall study and make recommendations concerning resources, programs, and organizational structure by which the component can accomplish its mission. The committee shall stimulate and coordinate these activities throughout the component.
SECTION 11. RESEARCH COMMITTEE. It is recommended that the Research Committee shall be composed of at least two members, one of whom shall be the Chairperson. The committee shall design, develop, implement and evaluate research studies pertinent to perianesthesia nursing and report findings to the membership.
SECTION 12. WEBSITE COMMITTEE. It is recommended that the Website Committee shall be composed of at least two members, one of whom shall be the Chairperson. The committee shall edit and submit material to RMPANA’s Website Host. The committee shall monitor and assure the Web page is kept updated.
SECTION 13. AD HOC COMMITTEES. The Board may appoint additional committees to further the mission of RMPANA. The committee’s purpose and goals are to be stated at the time of appointment.
ARTICLE VII
CHECKS, DEPOSITS, AND FUNDS
SECTION 1. FUNDS AND DEPOSITS. Funds of the Association shall be derived from (1) dues and assessments of members, (2) subsidies, contributions, gifts, and bequests bestowed on the association and accepted by the Board, and (3) funds accruing from Association activities. All funds shall be deposited from time to time to the credit of the Association in such banks or other depositories as the Association Board may from time to time select. The Treasurer shall act as official custodian of Association funds, supervise the deposit of such funds and invest them with direction of the Association Board. The Treasurer shall disperse membership dues to the appropriate District.
SECTION 2. EXPENDITURES. All expenditures shall be in accordance with Policy and Procedures.
ARTICLE VIII
MISCELLANEOUS
SECTION 1. FISCAL YEAR. The business year is October 1 to September 30 except for the financial year, which shall be January 1 to December 31.
SECTION 2. PARLIAMENTARY AUTHORITY. The current edition of “Robert’s Rules of Order Newly Revised” shall govern the Association when applicable and not inconsistent with these bylaws and any special rules of order the Association may adopt.
SECTION 3. RECORDS. The Secretary shall maintain and store all records of the Association except financial records. Chairpersons shall maintain records of committee activities.
SECTION 4. PROCEDURE OF AMENDMENT. These Bylaws may be altered, repealed or amended by the affirmative vote of the majority of the Board members present and voting at any regular meeting, by mail or other form of modern communications. Notice for the proposed changes shall be provided prior to the vote. The Board may propose that bylaw changes be decided by the membership.
SECTION 5. DISSOLUTION. Upon the dissolution of the Association, the Association Board shall, after paying or making provisions for the payment of all the liabilities of the Association, return all remaining assets to ASPAN.
SECTION 6. PROHIBITED ACTIVITIES. Any action or activity by or on behalf of the Association shall not be taken if not permitted by an organization exempt under Section 501 (c)(3) of the Internal Revenue Code and its Regulations, as they now exist or may be hereafter amended, or by an organization contributions to which are deductible under Section 170 (c)(2) of such Code and Regulations.
Created: September 1982, Amended and approved May 1983, February 1984, June 1987, May 1989, May 1991, May 1994, May 1998, October 1999, September 2004, March 2005, March 11, 2006, September 22, 2008, October 2, 2009, December 12, 2010,
