Bylaws
Austin Emergency Nurses Association Bylaws
ARTICLE I
TITLE, PURPOSE AND OBJECTIVES
Section I: Name of Association
The name of this association shall be the Austin Emergency Nurses Association Chapter, Inc. (AENA) a not-for-profit corporation incorporated in the state of Deleware, herein referred to as the “Chapter” or “AENA.”
Section II: Purposes
AENA is affiliated with the Emergency Nurses Association to implement its philosophy, objectives, and leadership at the chapter level, as well as to coordinate the professional activities of members within the Austin Metropolitan area and
Section III: Objectives
a. Promote standards of emergency nursing practice, nursing education and nursing services as defined by the ENA and TENA;
b. Provide for the continuing professional development of emergency nurses;
c. Serve as a vehicle for dissemination of information relevant to emergency nursing;
e. Promote research in emergency nursing and encourage the use of knowledge as a basis for emergency nursing;
f. Provide services to members
g. Maintain communication with members;
h. Assume an active role as patient advocate;
i. Represent emergency nurses and serve as their spokesperson with healthcare professionals, community, governmental groups and the public;
j. Work in collaboration with TENA legislative issues affecting emergency care and emergency nursing practice as presented at the State Meeting;
k. Promote the emergency nursing profession
ARTICLE II
RELATIONSHIP TO EMERGENCY NURSES ASSOCIATION
Section I: Charter
a. A formal charter certificate is issued by the Emergency Nurses Association allowing Austin Emergency Nurses Association Chapter to function as an affiliate of the National Association at the Chapter level;
b. Failure of Austin Emergency Nurses Association Chapter to adhere to the Bylaws and Procedures established by Texas Emergency Nurses Association and the Emergency Nurses Association shall be cause for suspension or revocation of the charter. Such a suspension or revocation shall be in accord with procedures established by the Emergency Nurses Association.
Section II: Responsibilities
a. Adopt and maintain bylaws which do not conflict with TENA and ENA Bylaws and which are congruent in purpose and function with TENA and ENA Bylaws;
b. Submit bylaws and reports, and attend meetings in accordance with policies and procedures adopted by TENA and ENA.
ARTICLE III
MEMBERS, RIGHTS, OBLIGATIONS
Section I: Definition
Membership of the Austin Emergency Nurses Association Chapter shall be those persons accepted as members in accordance with the qualifications and other requirements described in these, TENA’s and ENA's Bylaws. Membership shall be unrestricted by consideration of age, color, creed, disability, gender, health status, lifestyle, nationality, race, religion, or sexual orientation.
Section II: Rights
Each member shall have the right to:
a. Receive the official publication of the Austin Emergency Nurses Association Chapter;
b. Be a candidate for Austin Emergency Nurses Association Chapter elective and appointive positions in accordance with Austin Emergency Nurses Association Chapter Bylaws and Procedures;
c. Attend Austin Emergency Nurses Association Chapter meetings;
d. Vote in Austin Emergency Nurses Association Chapter elections in accordance with AENA Bylaws and Procedures;
e. Be accorded other rights as provided for under common parliamentary or statutory law.
Section III: Obligations
Each member shall have the obligation to:
a. Uphold the bylaws and procedures of the Austin Emergency Nurses Association Chapter, the Texas State Council and ENA;
b. Pay dues required by ENA;
c. Fulfill the requirements of an office or committee if elected or appointed.
ARTICLE IV
BOARD OF DIRECTORS
Section I: Composition of the Board
The Board of Directors shall consist of the Austin Emergency Nurses Association Chapter officers plus three (3) directors.
Section II: Officers
The voting officers of the Austin Emergency Nurses Association Chapter shall be President, President-Elect, Secretary, Treasurer, and Immediate Past President.
1. Officer Qualifications
a. Current Emergency Nurses Association membership;
b. Current license to practice as a registered nurse.
c. Candidates should be active members of the Austin Emergency Nurses Association Chapter having attended at least one (1) Austin Emergency Nurses Association Chapter within the previous year.
2. Officer Duties
The officers shall assume the duties prescribed by the Austin Emergency Nurses Association Chapter Bylaws and Procedures and other such duties as may be required by the bylaws and policies of Texas State Council and ENA.
1. President
a) Serve as Chief Executive Officer of the Emergency Nurses Association Austin Chapter;
b) Preside at meetings of the membership;
c) Coordinate all chapter administrative activities;
d) Serve as a nonvoting ex-officio member of all committees except the Nominating Committee;
e) Appoint vacant committee chairpersons and committee members except the Nominating Committee Chairperson;
f) Appoint special committees;
g) Serve as delegate to the Texas State Council meetings.
2. President-Elect
a) Shall assume such responsibilities as assigned by the president and Board of Directors;
b) To succeed to the office of president at the expiration of the president's term. In the event the position of president becomes vacant, the President-Elect shall serve for remainder of the unexpired term and the term for which he/she was elected.
c) Appoint committee chair-elects except the Nominating Committee Chairperson;
d) Serve as a delegate to the Texas State Council Meetings.
3. Secretary
a) Shall keep minutes of the business meetings of the Austin Emergency Nurses Association Chapter and Chapter Board of Directors meetings and report minutes of meetings of the Chapter and Board of Directors.
b) Shall be responsible for all correspondence as directed by the President.
4. Treasurer
a) Shall keep an itemized account of receipts and disbursements;
b) Maintain Chapter Council financial records in accord with generally accepted accounting procedures;
c) Present a Chapter budget proposal annually;
d) Present a complete written report of the finances of the Chapter at each business meeting of the Chapter and the Board of Directors;
e) Be familiar with IRS regulations and duties and requirements as outlined in Common Law;
f) Maintain the Emergency Nurses Association Austin Chapter tax exempt status;
g) Maintain bonding for this position.
5. Immediate Past -President
a) Shall serve for one year as a Board member with full voting privileges;
b) Serve as chair and Board liaison to the Nominating Committee;
c) Serve in an advisory capacity on Chapter matters.
Section III: Directors
Three (3) voting directors shall be elected from the current Austin Emergency Nurses Association Chapter membership.
1. Directors Qualifications
a. Candidates for the position of director should be an active member of Austin Emergency Nurses Association Chapter having attended at least one (1) meeting within the previous year.
b. Current Emergency Nurses Association membership; and
c. Current license to practice as a registered nurse.
2. Director Duties
a. The director shall assume the duties prescribed by the Austin Texas Chapter Bylaws and Procedures and other such duties as may be required by the bylaws and policies of TENA and ENA.
b. Shall assume such responsibilities as assigned by the president and Board of Directors;
c. Shall serve as representatives of the Austin Texas Chapter membership to the Board of Directors.
ARTICLE V
DUTIES OF THE BOARD OF DIRECTORS
Section I: Duties
Shall be responsible for the management of the affairs of the Austin Emergency Nurses Association Chapter between business meetings and shall perform such other duties as specified in these Bylaws and Procedures.
Section II: Responsibilities
1. The Board shall be subject to the direction of the Austin Emergency Nurses Association Chapter and none of its actions shall conflict with requested action put forth by the Austin Chapter at large.
2. Act as custodian of the Austin Emergency Nurses Association Chapter’s property, securities and records; provide for investment and securities; provide for bonding of treasurer and other officers as deemed necessary; and provide for payment of authorized expenses.
3. Provide for audit of books by an independent auditor as deemed necessary.
4. Develop and maintain a business plan for the Austin Emergency Nurses Association Chapter establishing goals and priorities which shall be submitted for ratification by the membership of AENA.
5. Set the time and place of the business meetings.
6. Approve minutes of the Board meetings.
Section III: Meetings
1. The board shall hold a minimum of two business meetings per year.
2. Special meetings of the Board may be called by the president and shall be called by the president on request of at least three (3) members of the Board. At least five days notice shall be given unless notice is waived by all Board members.
3. A majority of the membership of the Board then in office shall constitute a quorum.
Section IV: Referendum Votes between Meetings
Between meetings of the Board and Chapter the President may submit urgent matters to the members of the Board for a referendum vote. A majority of the Board shall be controlling on the matter submitted. The referendum and its results shall be recorded in the minutes of the next meeting of the Board.
Section V: Records and Property
Within one month of leaving office, officers and directors shall deliver to the president or their successors-in-office all Austin Emergency Nurses Association Chapter records and other Chapter property in their possession.
ARTICLE VI
NOMINATIONS AND ELECTIONS;
TERMS OF OFFICE AND VACANCIES
Section I: Nomination and Election Policies
1. Elections for the position of President-Elect, Secretary, Treasurer, and Three (3) Directors shall be held by October 31st of the year.
2. The Nominating Committee shall prepare a ballot of qualified candidates for each office to be filled.
i. At the third business meeting, the Nominating Committee shall request suggestions from members for candidates who are qualified and willing to serve if elected.
ii. All qualified candidates must be verified by the Nominating Committee chair.
3. The ballot shall include the candidates for each office to be filled. Placement of the candidates' name on the ballot shall be by random selection. Balloting procedures shall be implemented that maintain the secrecy of the ballot.
4. The Nominating Committee chair will inform the membership to write in the names of qualified candidates who were not pre-slated, if desired. The ballot shall be presented to the membership present at the business meeting and elections held at that time.
5. Ballots shall be mailed (via regular mail or electronic means) to members not attending the business meeting to be returned by a deadline set each year by the nominations committee.
6. Officers and Directors shall be elected by a majority vote of the membership participating in the election.
7. A tie in any office shall be decided by a run-off election to be conducted at a business meeting selected by the nominations committee after being ratified by the current sitting board.
Section II: Terms of Office
a. Terms of the office of President shall be one (1) year.
1. The President may serve only a one (1) year elected term
2. The term of all offices shall begin January 1st and end on December 31st.
b. Terms of the office of President-Elect shall be one (1) year.
1. The President-Elect may serve only a one (1) year elected term.
2. The term of all offices shall begin January 1st and end on December 31st.
c. Terms of the office of the Immediate Past President shall be one (1) year.
1. The Immediate Past President may serve only a one (1) year term.
2. The term of all offices shall begin January 1st and end on December 31st.
d. Terms of the office of Treasurer and Secretary shall be two (2) years.
1. The Treasurer and Secretary will be elected in opposite years.
2. The Secretary and Treasurer may serve only two (2) two (2) year elected term.
3. The term of all offices shall begin January 1st and end on December 31st.
e. Terms of the positions of Directors shall be as follows:
2. One director position will be a two (2) year term.
3. One director position will be a one (1) year term.
4. The term of all offices shall begin January 1st and end on December 31st.
Section III: Vacancies
1. If the office of President becomes vacant, the President-Elect:
a. Shall succeed to the office of President for the unexpired term, and
b. Shall subsequently serve the one (1) year term of office of President to which elected.
2. A vacancy in the office of President-Elect may be filled by a current member of the Board of Directors, or remain vacant as approved by a majority vote by the entire Board of Directors.
3. In the event that the office of President and President-Elect are vacated during the same year:
a. The Board of Directors shall appoint an acting President to serve until the next election.
b. The election of both President and President-Elect will be held at the next scheduled election.
4. A vacancy in the office of Secretary or Treasurer may be filled by a current member of the Board of Directors or remain vacant as approved by a majority vote by the entire Board of Directors.
5. A vacancy in the position of the Director may be filled by the individual who received the next highest number of votes in the previous election or remain vacant as approved by a majority vote by the entire Board of Directors.
6. In the event that the office of President is vacated, the Immediate Past President may remain as Immediate Past President for a second term or the office may remain vacant.
ARTICLE VII
MEETINGS
Section I: Governing Authority
Governing authority of the Austin Emergency Nurses Association Chapter resides in membership.
Section II: Business Meetings and Special Meetings
1. The Austin Emergency Nurses Association Chapter shall conduct at least four business meetings per year at a time and place established by the Board of Directors.
2. Special meetings may be called by the president upon request of a majority vote of the Board or upon written request of a majority of the membership.
Section III: Quorum
1. A quorum shall consist of no less than five (5) members with no less than four (4) of those members being a member of the Board.
2. No official action shall be taken without a quorum being present.
ARTICLE VIII
STANDING COMMITTEES
Section I: Composition
a. The following are standing committees:
Nominating Committee, and
By-Laws Committee
b. Standing committees members shall be appointed by the President.
c. The Nominating Committee shall be chaired by the Immediate Past-President.
d. The
Section II: Responsibilities
All committees shall assume duties and shall have such powers as assigned by the Austin Emergency Nurses Association Chapter membership and outlined in these Bylaws and Standard Operating Procedures of the chapter.
Section III: Special committees may be established by the Austin Emergency Nurses Association Chapter as needed and members appointed by the president.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Austin Emergency Nurses Association Chapter shall be January 1st - December 31st.
ARTICLE X
OFFICIAL PUBLICATION
The Austin Emergency Nurses Association Chapter shall publish a newsletter as its official publication. It shall minimally be published quarterly. Any requirement that notice be given to all members whether individually or otherwise shall be satisfied by publication of that notice in this official publication. Distribution of this publication may be made by electronic means.
ARTICLE XI
INDEMNIFICATION
The Austin Texas Chapter shall indemnify all officers, directors, and employees for expenses and costs actually and necessarily incurred by them in connection with any claim asserted against them, by action in court or otherwise, by reason of their being or having been a director or officer to the full extent permitted by law if they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interest of the Austin Texas Chapter.
ARTICLE XII
PARLIAMENTARY AUTHORITY
"Robert's Rules of Order, Newly Revised" shall govern in all parliamentary situations not provided by law, Chapter’s Articles of Incorporation, or the Austin Emergency Nurses Association Chapter’s Bylaws.
ARTICLE XIII
DISSOLUTION
In the event of dissolution of the Austin Emergency Nurses Association Chapter, the net assets of the Corporation shall revert to the Texas Emergency Nurses Association after all liabilities and obligations are paid, satisfied, and discharged, or adequate provision shall be made thereof.
ARTICLE XIV
AMENDMENTS
Section I: Review by
a. Amendments to these bylaws shall be submitted to the Bylaws Committee for review before being submitted to the Austin Emergency Nurses Association Chapter membership for action.
Section II: Submission; Publication
a. Amendments to these Bylaws may be proposed by the Board of Directors, or Austin Texas Chapter membership with the signatures of five (5) active Association members.
b. Amendments shall be submitted to the Austin Emergency Nurses Association Chapter no less than sixty (60) days prior to the next business meeting.
c. Amendments which are in accord with Procedures and the Association's philosophy, purpose, and objectives, as well as Federal and State Laws; will be submitted to the membership at least sixty (60) days prior to voting on the amendments. Notification of the proposed amendment in the Official Publication of the Austin Emergency Nurses Association Chapter or reading of the proposed amendments in a regularly scheduled business meeting or distribution of the amendments to the membership by electronic means shall constitute notice of amendments proposed.
Section III: Vote Required
In order to be ratified, any amendment must be approved by a two-thirds (2/3) vote of the membership present at the business meeting.
Section IV: Approval of Amendments
Amendments to these Bylaws become effective upon approval by the National Association.
Section V: National Association Bylaws and Procedures
Any amendment to the National Association or TENA Bylaws and Procedures having application to these Bylaws shall be reviewed prior to taking precedence over any Chapter Bylaw provisions and/or Procedures.
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