Massachusetts ENA Bylaws

BYLAWS OF MASSACHUSETTS STATE COUNCIL
OF THE EMERGENCY NURSES ASSOCIATION, INC.


Section I. NAME, PURPOSE, LOCATION, CORPORATE SEAL AND FISCAL YEAR

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 Illinois not-for
-profit corporation (the “Association”).
1.2
Location: The principal office of the Corporation in the Commonwealth
of Massachusetts shall initially be located at the place set forth in the
articles of organization of the corporation. The State Councilors may
change the location of the principle office in the Commonwealth of
Massachusetts effective upon filing a certificate with the Secretary of 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

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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.

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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 for two (2) years 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

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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 Massachusetts 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 and Treasurer shall be elected in alternate
years and the 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

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any time.

4.3
Tenure: The President and Treasurer 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 Commonwealth of Massachusetts, the Internal 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.

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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

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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.

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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

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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

10.1
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

11.1
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 June, 2008