BYLAWS
OF
OF THE EMERGENCY NURSES ASSOCIATION, INC.
Section
1.1 Name and Purposes: The name and purposes of the Corporation shall be as
set forth in its articles of organization and in accordance with the Bylaws
and Procedures of the Emergency Nurses Association, an
-profit corporation (the “Association”).
1.2 Location: The principal office of the Corporation in the Commonwealth
of
articles of organization of the corporation. The State Councilors may
change
the location of the principle office in the
Commonwealth.
1.3 Corporate Seal: The State Councilors may adopt and alter the Seal of the
Corporation.
1.4 Fiscal Year: The fiscal year of the corporation shall, unless otherwise
decided by the State Councilors, end on December 31st of each year.
1.5 Gender: The personal pronoun “he” or possessive pronoun “his” when
appropriate, shall be construed to mean “she” or “her” and the personal
pronoun “she” or possessive pronoun “her”, when appropriate, shall be
construed to mean “he” or “his”.
Section II. MEMBERS
2.1 Qualification: The members of the Corporation shall consist of those
individuals who are current National members of the Association and who
express a desire in being a member of the corporation.
2.2 Tenure: Each member shall remain a member during the time that he is a
National member or until he sooner dies, resigns, is removed, or becomes
disqualified.
2.3 Powers and Rights: In addition to the right to elect State Councilors as
provided in Section 3.2 and Officers in Section 4.2 and other powers and
rights as are vested in them by law, the articles of organization or these
bylaws, the members shall have such powers and rights as the State
Councilors may designate.
2.4 Annual Meeting: The annual meeting of the members shall be held on the
first Tuesday in September each year (unless that day is a legal holiday in
the place where the meeting is to be held, in which case the meeting shall be
held at the same hour on the next succeeding day not a legal holiday), or at
such earlier or later date and time as shall be determined from time to time
by the State Councilors, but in no event shall the annual meeting be held
subsequent to the annual meeting of the Association. Notice of any change
in the fixed date in these bylaws for the annual meeting shall be given to all
members at least fourteen (14) days before the new date fixed for such a
meeting.
If the annual meeting is not held as herein provided, a special meeting of the
members may be held in place thereof with the same force and effect as the
annual meeting, and in such case all references in these bylaws, except in
this Section 2.4, to the annual meeting of the members shall be deemed to
refer to such special meeting. Any such special meeting shall be called and
notice shall be given as provided in Sections 2.6 and 2.7
2.5 Regular Meetings: Regular meetings of the members may be held at such
places and at such times as the State Council may determine.
2.6 Special Meetings: Special meetings of the members may be held at any
time and at any place. Special meetings of the members may be called by
the President or by State Councilors, and shall be called by the Secretary,
or in the case of death, absence, incapacity or refusal of the Secretary, by
any other officer, upon written application of members representing at least
ten percent (10%) of the smallest quorum of members required for a vote
upon any matter at the annual meeting of members.
2.7 Notice of Meetings: A written notice of each meeting of members, stating
the place, date and time, and the purposes of the meeting, shall be given at
least fourteen (14) days before the meeting to each member entitled to vote
thereat and to each other member, who by law, by the articles of
organization or by these bylaws, is entitled to notice, by leaving such notice
with him or at his residence or usual place of business, or by mailing it, postage
prepaid, addressed to such member at his address as it appears in the records
of the corporation. Whenever notice of a meeting is required, such notice need not
be given to any member if a written waiver of notice, executed by him (or his
attorney thereunto authorized) before or after the meeting, is filed with the
records of the meeting.
2.8 Quorum: At any meeting of the members, twenty (20) or more of the members
(whether present in person or duly represented) and entitled to vote on action
proposed at the meeting shall constitute a quorum, except when a larger quorum is
required by law, by the articles of the organization, or these bylaws. Any meeting
may be adjourned to such date or dates not more than ninety (90) days after the
first session of the meeting by a majority of the votes cast upon question, whether
or not a quorum is present, and the meeting may held as adjourned without
further notice.
2.9 Action by Vote: Each member shall have one (1) vote. When a quorum is present
at any meeting, a majority of the votes properly cast by members present in person
or duly represented shall decide any question, including the election to any office,
unless otherwise provided by law, the articles of the organization or these bylaws.
2.10 Proxies: Members may vote either in person or by written proxy dated not more
than six (6) months before the meeting therein, which proxies shall be filed before
being voted with the Secretary or other person responsible for recording the
proceedings of the meeting. In addition to authorizing a named individual to vote on
all subjects that come before a meeting, through a proxy a member may vote for or
against the proposed State Councilors. Unless otherwise specifically limited by
their terms, such proxies shall entitle the holders thereof to vote at any
adjournment of the meeting but the proxy shall terminate after the final
adjournment of such meeting.
Section III. STATE COUNCILORS
3.1 Powers: The affairs of the corporation shall be managed by the Board of
Directors, known as the State Council, which is composed of directors, known as
State Councilors, who shall have and may exercise all the powers of the
Corporation, except those powers reserved to the members by law, the articles
of organization or these bylaws.
3.2 Numbers and Election: The members annually at their annual meeting shall fix the
number of State Councilors at not less than ten (10) and not more than thirty (30),
and shall elect the number of At-Large State Councilors so fixed from among the
members. The election of State Councilors shall attempt to represent all
geographic and professional interests of members of the corporation.
3.3 Tenure: Each State Councilor shall hold office from January 1st to December 31st
in the year following their election and until her successor is elected and qualified,
or until she soon dies, resigns, is removed or becomes disqualified.
3.4 Regular Meetings: The State Councilors shall meet at least four (4) times per
year. The State Councilors shall meet annually immediately following the annual
meeting of the members. Other regular meetings of the State Councilors may be
held at such places and at such times as the State Councilors may determine.
3.5 Special Meetings: Special meetings of the State Councilors may be held at any
time and at any place when called by the President or by three (3) or more State
Councilors.
3.6 Notice of Meetings: Notice of time and place of each meeting of the State
Councilors shall be given to each State Councilor by mail at least ten (10) days or
by telegram at least forty-eight (48) hours before the meeting addressed to her at
her usual or last known business or residence address or in person or by telephone
at least twenty-four (24) hours before the meeting. Whenever notice of a meeting
is required, such notice need not be given to any State Councilor if a written waiver
of notice executed by her (or her attorney thereunto authorized) before or after
the meeting is filed with the records of the meeting, or to any State Councilor who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to her. Neither such notice or waiver of notice need specify the
purposes of the meeting, unless otherwise by law, the articles of organization or
these bylaws, or unless there is to be considered at the meeting (i) contracts or
transactions of the corporation with interested persons, (ii) amendments to these
bylaws, or (iii) removal or suspension of a State Councilor.
3.7 Quorum: At any meeting of the State Councilors a majority of the State
Councilors then in office shall constitute a quorum. Any meeting may be adjourned
by a majority of the votes cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned without further notice.
3.8 Action by Vote: When a quorum is present at any meeting, a majority of the State
Councilors present and voting shall decide any question, including election of
officers, unless otherwise provided by law, the articles of organization, or these
bylaws. State Councilors may not vote by proxy.
3.9 Action by Writing: Any action required or permitted to be taken at any meeting
of the State Councilors may be taken without a meeting if all State Councilors
consent to the action in writing and the written consents are filed with the records
of the meeting of the State Councilors. Such consents shall be treated for all
purposes as a vote at a meeting.
3.10 Presence Through Communications Equipment: Unless otherwise provided by law or
the articles of organization, State Councilors may participate in a meeting of such
State Council by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each
other at the same time and participation by such means shall constitute presence in
person
at a meeting.
Section IV. OFFICERS AND AGENTS
4.1 Numbers and Qualification: The officers of the corporation shall be a President,
President-elect or Immediate Past President, Treasurer, Secretary and other such
Officers, if any as the State Councilors may appoint. An officer is a State Councilor
for the duration of his tenure. The Secretary shall be a
resident of
unless the corporation has a resident agent duly appointed for the purpose of
service of process. A person may hold more than one (1) office at a time. If
required by the State Councilors, any officer shall give the corporation a bond
for the faithful performance of his duties in such amount and with such surety
or sureties as shall be satisfactory to the State Councilors.
4.2 Election: The President-elect shall be elected in alternate years and the
Treasurer and Secretary shall be elected annually by the members. The election
shall be at the first meeting following the annual meeting of the members. Other
officers, if any, may be elected by the State Councilors at any time.
4.3 Tenure: The President shall hold office for two (2) years from January 1 to
December 31 in the following year. The President-elect and the Immediate Past
President shall hold office for one (1) year in alternate years from January 1 to
December 31. The Secretary and Treasurer may each serve two (2) consecutive
terms. All tenure shall be as above or until a successor is chosen and qualified.
4.4 Presidents and Vice Presidents: The President shall be the chief executive
officer of the corporation, and subject to the control of State Councilors, shall
have general charge and supervision of the affairs of the corporation. The
President shall preside at all meetings of the members and the State Council in
Accordance with Robert’s Rules of Order.
The Vice President or Vice Presidents, if any shall have duties and powers as the
State Councilors shall determine.
4.5 President-elect: The President-elect shall succeed to the office of President at
the expiration of the President’s term. In the event the office of President
becomes vacant, the President-elect shall serve as president for the balance of his
predecessor’s term as well as for the entire term for which he was elected. The
President-elect shall perform any duties assigned to him by the President and shall
have and may exercise all the powers and duties of the President during the absence
of the President or in the event of his inability to act.
4.6 Treasurer: The Treasurer shall be the chief financial officer and the chief
accounting officer of the corporation. She shall be in charge of its financial affairs,
funds, securities and valuable papers and shall keep full and accurate records
thereof. She shall also be in charge of its books of account and accounting records,
and of its accounting procedures. It shall be the duty of the Treasurer to prepare
or
oversee all filings required by the
Revenue Service and other federal or state agencies. She shall have such other
duties and powers as designated by the State Council or the President.
4.7 Secretary: The Secretary shall record and maintain records of all proceedings of
the members and State Councilors in a book or series of books kept for that
purpose, which book or books shall be kept within the Commonwealth at the principal
office of the corporation or at the office of its Secretary or of its residence agent
and shall be open at all reasonable times to the inspection of any member. Such
book or books shall also contain the original, or attested copies, of the articles of
organization and bylaws and names of all members or State Councilors and the
address of each. If the Secretary is absent from any meeting of the member or
State Councilors, a temporary Secretary chosen at the meeting shall exercise
the duties of the Secretary at the meeting.
Section V. RESIGNATIONS, REMOVALS, AND VACANCIES
5.1 Suspension or Removal: A State Councilor may be suspended or removed with
cause by the vote of a majority of the members. A State Councilor may be
suspended or removed with cause by the vote of a majority of State Councilors.
An officer may be suspended or removed with cause by vote of a majority of the
State Councilors. A State Councilor or officer may be removed for cause only
after a reasonable notice and opportunity to be heard before the body proposing to
remove him. A member may be removed only in accordance with the Association’s
bylaws.
5.2 Resignation: Any member, State Councilor, or officer may resign at any time by
delivering his written resignation to the President, Treasurer, or Secretary of the
corporation at its principal office. Such resignation shall be effective upon receipt
(unless specified to be effective at some other time), and acceptance thereof shall
not be necessary to make it effective unless it so states.
5.3 Vacancies: Any vacancy in the State Council may be filled by the members, or in
the absence of member action to fill such a vacancy, by the State Councilors by vote
of a majority of the State Councilors. The State Councilors shall elect a successor
if the office of the President, Treasurer or Secretary becomes vacant in a year in
which there is no President-elect. Each successor shall hold office for the
unexpired term. The State Councilors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number.
Section VI. COMMITTEES and DELEGATES TO ASSOCIATION’S GENERAL ASSEMBLY
6.1 Standing and Special Committees: Committees of the State Council shall be
standing or special. Standing committees shall be an Executive Committee, a
Trauma Nursing Committee, a Government Affairs Committee, a Nursing Practice
Committee, a Membership Committee, a Pediatric Nursing Committee, a state
Injury Prevention Institute, and a Fundraising Committee. Other than the
Executive Committee and the state Injury Prevention Institute, the standing
committees shall be activated, and committee members appointed, based upon the
needs of the corporation as determined annually by the State Council. The State
Council may authorize special committees with powers and duties, as it may deem
advisable.
6.2 Membership:
(a) Committee chair – except as more specifically provided in these bylaws, the
committee chair shall be appointed by the President for a term of one (1)
year and may not serve more than two (2) consecutive terms as chair.
(b) Committee members – All committee members must be members of the
Emergency Nurses
Association (ENA) with the exception of the state Injury
Prevention Institute, who must be members of ENA and/or ENCARE. Upon
resignation of a committee member, the President or committee chair may
appoint a replacement committee member to complete the departing
member’s unexpired term. The President or her designee shall be an ex
officio member, with vote, of all standing committees. Any member of a
committee may resign at any time by giving written notice to the chair of
the committee or to the Secretary. Such resignation, shall take effect on
the date of receipt or any later time specified in it. The President may,
with prior approval of the Executive Committee, remove any member of a
committee.
6.3 Committee Meetings: Meetings of a committee may be called by the President, the
chair of the committee, or a majority of the committee’s members. Each committee
shall meet as often as necessary to perform its duties except when frequency of
meetings is specified in these bylaws. Notice may be given at any time and in any
manner reasonably designed to inform the members of the time and place of the
meeting. At a committee meeting a quorum shall be a majority of the members of
the committee. Each committee meeting shall have an agenda. Except as otherwise
from time to time provided by these bylaws or ordered by the State Council, each
committee may hold meetings and exercise its powers and duties in accordance with
such rules and procedures as may from time to time be determined by it and of
which copies are furnished to the State Council. Each committee shall keep regular
minutes and other records of its actions and shall submit the same to the next
succeeding meetings of the committee and of the State Council.
6.4 Executive Committee: Between meetings of the State Council, its powers and
duties, except as otherwise provided in these bylaws or as specified in Section 55
of G.L. chapter 156B, may be exercised by an Executive committee consisting of the
President, President-elect or Immediate Past President, Treasurer, Secretary and
an At-Large member. Each year, the Executive committee At-Large member shall
be chosen by the State Council from the newly elected At-Large State Councilors at
the first meeting following the annual meeting of the members. The President
shall preside at all meetings of the Executive committee, but in his absence from
any meeting, the President-elect or Immediate Past President shall preside.
6.5 Delegates to Association’s General Assembly:
(a) The number and qualifications for delegates to the Association’s General
Assembly shall be determined by the Bylaws and Standard Operating
Procedures of the Association.
(b) Delegates will be selected by the members in accordance with the
Association’s Bylaws and Standard Procedures.
Section VII. EXECUTION OF PAPERS
Except as the State Councilors may generally or in particular cases authorize the
execution thereof in some other manner, all deeds, leases, transfers, contracts,
bonds, notes, checks, drafts, and other obligations made, accepted, or endorsed
by the corporation shall be signed by the President or Treasurer.
Any recordable instrument purporting to affect an interest in real estate,
executed in the name of the corporation by two (2) of its officers, of whom
one is the President or President-elect, and the other is the Treasurer, shall be
binding on the corporation in favor of a purchaser or other person relying in good
faith on such instrument notwithstanding any inconsistent provisions of the articles
of organization, bylaws, resolutions or votes of the corporation.
Section VIII. NO PERSONAL LIABILITY
The members, State Councilors, and officers of the corporation shall not be
personally liable for any debt, liability, or obligation of the corporation. All
persons, corporations or other entities extending credit to, contracting with, or
having any claim against, the corporation, may look only to the funds and property
of the corporation for the payment of any such contract or claim, or for the
payment of any debt, damages, judgment, or decree, or of any money that may have
otherwise become due or payable to them from the corporation.
Section IX. INDEMNIFICATION
9.1 The corporation shall, to the extent legally permissible and insofar as its status as
an organization exempt under Section 501 (c)(3) of the Internal Revenue Code is not
affected thereby, indemnify each of its members, State Councilors, and officers
against all liabilities and expenses including amounts paid in satisfaction of
judgments in compromise or as fines or penalties and counsel fees, reasonably
incurred by her in connection with the defense or disposition of any action, suit, or
other civil proceeding in which she may be involved or with which she may be
threatened by reason of her being or having been such member, State Councilor, or
officer except as provided in the following Sections 9.2 and 9.3. The right of
indemnification hereby provided shall not be exclusive of or affect any other rights
to which any member, State Councilor, or officer may be entitled by contract or
otherwise under law. As used herein the terms “member”, “State Councilor”, and
“officers” shall include their respective heirs, executors, and administrators.
9.2 There shall be no such indemnification with respect to any matter as to which the
member, State Councilor, or officer shall in any proceeding have been adjudicated not to have acted in good faith in the reasonable belief that her action was in the
best interest of the corporation.
9.3 As to any matter disposed of by a compromise payment by such member, State
Councilor, or officer, pursuant to a consent decree or otherwise, no indemnification (a) by a disinterested majority of the State Councilors then in office or (b) by a
majority of the disinterested State Councilors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such a member, State Councilor, or officer, appears to have acted in good faith in the reasonable belief that her action was in the best interest of the corporation or (c) by a majority of the disinterested members of the corporation. As used herein a “disinterested” State Councilor or member is one against whom neither the
proceedings in question nor another proceeding on the same or similar grounds is then pending.
9.4 Expenses, including counsel fees, reasonably incurred by any such member, State
Councilor, or officer, in connection with the defense or disposition of any such
action, suit or other proceeding, may be paid by the corporation from time to time in
advance of the final disposition thereof upon receipt of an undertaking by such
individual to repay the corporation the amounts so paid if her shall be adjudicated to
be not entitled to indemnification under Section 6 of chapter 180 of the General
Laws.
Section X. CONFLICT OF INTEREST
No State Councilor or officer shall have an undisclosed conflict of interest with the
corporation. Any conflict of interest on the part of any State Councilor or officer
shall be disclosed to the other State Councilors and made a matter of record when
any matter to which the interest relates becomes the subject of action by the
State Council. Any State Councilor having a conflict of interest with respect to any
matter shall neither vote or use his personal influence on the matter, and such
State Councilor or officer shall not be counted in determining the quorum for any
action on such matter. No State Councilor or officer shall be interested, directly or
indirectly, in any contract relating to the operations conducted by the corporation,
nor in any contract for furnishing supplies or services there to, unless authorized by
these bylaws or by concurring vote of two-thirds of the State Councilors present
and voting thereon.
Section XI. AMENDMENTS
These bylaws may be altered, amended, or repealed at any annual or special meeting
of the members, notice of which shall specify the subject matter of the proposed
alteration, amendment or repeal of the sections to be affected thereby, by a two-
thirds vote of the members present or duly represented. No alteration, amendment
or repeal of these bylaws shall be effective without the prior written approval of
the Association’s Board of Directors or such committee or individuals to whom such
authority has been delegated by the Board of Directors.
Revised