Perianesthesia Care Nurses of Arkansas Bylaws
Section 1.1 Name.
The name of this professional organization shall be the Perianesthesia care Nurses of Arkansas (PACNA), a nonprofit organization, incorporated under Arkansas Act 176 of 1963.
Section 1.2. Mission Statement.
The Perianesthesia Care Nurses of Arkansas advances nursing practice through educational meetings and networking with other professional association’s societies, hospitals, universities, research organizations and governmental agencies in matters affecting the foregoing purpose of the association.
Section 2.1. Registered Offices.
The location of the registered office of the Corporation is stated in the Articles of Incorporation. Such office will be continuously maintained in the State of Arkansas for the duration of the Corporation. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and by either amending its Articles of Incorporation or by filing the appropriate statement with the Department of the State.
Section 2.2. Other Offices.
The Corporation may also have offices at such other places as the Board of Directors may from time to time determine.
Section 3.1. General
Membership in PACNA shall be a privilege contingent upon compliance with the requirements of these Bylaws and such other requirements as the Board of Directors may establish. A requirement of PACNA membership is American Society of Perianesthesia Nurses (ASPAN) membership.
Section 3.2. Classes.
Perianesthesia Nurses of Arkansas shall have the following classes of members: Active, Affiliate, Retired and Honorary.
Section 3.2.1. Active.
Any duly licensed nurse who is able to provide satisfactory evidence of good standing with the State Board of Nursing, and who actively practices at least part-time, in the care of patients in the Perianesthesia period, can be an active member of PACNA.
Section 3.2.2. Affiliate.
Affiliate members shall be duly licensed health care professionals who have an interest in Perianesthesia patient care.
Section 3.2.3. Retired.
Retired members shall be members in good standing whom, immediately prior to retirement or permanent disability, were active members.
Section 3.2.4. Honorary.
Honorary members shall be those persons who have rendered distinguished or valuable service to Perianesthesia nursing and who are elected as honorary members by the Board of Directors. Honorary members may concurrently hold membership within another class of membership of PACNA.
Section 3.3. Application and Dues Assessment
Section 3.3.1. Application. Any person desiring membership in PACNA shall submit a written or online membership application to American Society of Perianesthesia Nurses (ASPAN).
Section 3.3.2. Dues Assessment. All members PACNA, except for Honorary Members, shall be assess dues, which shall be recommended and approved by ASPAN. Members are delinquent if their dues are not received by ASPAN within sixty days of the date upon which the dues are payable, after that point membership shall be terminated. (ASPAN bylaws section 22.214.171.1244).
Section 3.4. Benefits.
Active members in good standing may hold office. Active and retired members in good standing may serve on or chair a committee of the association. Only active and retired members in good standing shall have the right to vote, with each such active and retired member being entitled to one vote on each matter submitted to a vote of the members. All members of PACNA in good standing shall receive all official publications and notices of the association.
Section 3.5. Termination.
Members who do not adhere to ASPAN bylaws and PACNA bylaws may have their membership terminated by ASPAN in collaboration with PACNA. Termination action shall not be taken until a member is advised of specific rationale for termination and given opportunity for due process as described in Robert’s Rules of Order, Newly Revised. Termination of membership shall also occur upon the death of a member (ASPAN bylaw section 3.6.2004).
Meeting of Members
Section 4.1. Annual Meeting.
The annual meeting shall be designated as the State Conference and the time and place shall be determined by the Board of Directors, for the purpose of conducting necessary educational, professional, and business activities to the provisions of the Articles of Incorporation and the Bylaws, and shall include a business session.
Section 4.2. Other Meetings.
The annual meeting (s) of members, in addition to the annual meeting, may be called at any time by a majority of the Board of Directors or upon written request of twenty-five (25%) of the active and retired members. No less than thirty days’ notice shall be given of any meeting. The purpose of the special meeting shall be stated in the notice for the meeting, and no other business shall be in order at that meeting.
Section 4.3. Quorum.
If members holding at least one-tenth (1/10) of the votes entitled to be cast, represented in person are present at a meeting, this shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the votes cast by the members present at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the member, unless a greater proportion is required by the Nonprofit Corporation Act 176 of 1963, the Articles of Incorporation or the Bylaws.
Section 4.4. Proxy voting is not permitted according to ASPAN Bylaws. (ASPAN Bylaws Section 126.96.36.1994).
Board of Directors
Section 5.1. Powers.
The Board of Directors shall be charged with the responsibility to manage the affairs of the association, including the preparation and approval of the annual budget. Voting of the Board may be conducted by mail, e-mail, or telecommunications.
Section 5.2. Composition and Responsibilities.
The Board of Directors shall consist of officers and a director from each active district. Only active members of PACNA shall be eligible to serve as directors. Preferably at least one director shall represent in each of the following geographic areas of Arkansas: Central, Northeastern, and Southwestern.
Section 5.3. Officers.
Perianesthesia Nurses of Arkansas shall have the following officers:
- Vice President/President Elect/Representative Assembly Member
- Immediate Past President
- District Directors
Only active member in good standing shall have the right to hold office in PACNA, and the same person may hold only one office at any one time.
Section 5.3.1. President.
The President will be the Chief Executive Officer of PACNA and will, subject to the control of the Board of Directors, supervise and administer the affairs of PACNA. The President shall preside at state meetings of all members, shall be responsible for execution policies determined by the Board of Directors, and shall act as the principle spokesperson for PACNA. The President represents PACNA at meetings of other organizations or designates and alternates to serve in his/her place. The President shall be an ex officio member on all committees of PACNA, except the Nominating Committee. The President shall, in consultation with the Vice President/President-Elect/Representative Assembly, nominate members to be approved and appointed by the Board of Directors creating such committee. He/she shall also appoint all standing committee chairpersons subject to the approval of the Board of Directors. He/she may also terminate any such committee chairperson appointments subject to the approval of the Board of Directors.
Section 5.3.2. Vice President/President-Elect/Representative Assembly Member
The Vice President/President-Elect/Representative Assembly Member shall witness the administration of the affairs of PACNA in anticipation of his/her term of office, by active aid to the President, acquaint himself/herself with the duties and responsibilities of the Office of President so that he/she may serve efficiently when succeeding to that office. In the absence of the President or in the event of the Presidents inability to serve, the Vice President/President-Elect/Representative Assembly member shall perform the duties of president, and when so acting shall have the powers of and be subject to all restrictions upon the President. The Vice President/President-Elect/Representative Assembly member shall automatically succeed to the Office of President at the termination of the President’s term in the event of vacancy of the President. If for any reason an incumbent Representative Assembly Member is unable to represent PACNA at the National Conference, the Board of Directors shall appoint an alternate to fulfill the obligation.
Section 5.3.3. Secretary/Treasurer.
The Secretary/Treasurer shall be responsible for giving or causing to be given notice of all meetings of the members and the Board of Directors in accordance with the Bylaws and shall perform such other duties as may be prescribed by the Bylaws or by the Board of Directors, under whose supervision she or she shall be. The Secretary/Treasurer shall also keep or cause to be kept in safe custody the Articles of Incorporation, the Bylaws, the Seal of the association, a register of the names and the post office addresses of the members of PACNA, and the correspondence of PACNA. When authorized by the Board of Directors, the Secretary/Treasurer shall affix the seal to any instrument requiring it, and when so affixed, it shall be attested by his/her signature. The Secretary/Treasurer shall attend all meetings of the Board of Directors and all meetings of the members and record the votes and the minutes in a book to be kept for that purpose. The Secretary/Treasurer shall have a copy of the Bylaws available at all such meetings for reference. The Board of Directors may obtain the service of a person not a member of PACNA to record the minutes of any meeting or they may make any other feasible arrangements to have minutes recorded.
The Secretary/Treasurer shall also serve as the official correspondent with the American Society of Perianesthesia Nurses and shall maintain a current roster of all members and officers of PACNA, classified according to category of membership. The Secretary/Treasurer shall also advise National Headquarters Office with reasonable promptness of any changes in the Article of Incorporation or the Bylaws of PACNA.
The Secretary/Treasurer shall receive, disburse, manage and account for all funds, assets and securities of PACNA as directed by the Board of Directors. The Secretary/Treasurer shall keep a full and accurate account of receipts and disbursements of funds, assets, and securities of the association and shall prepare an annual report for presentation at the business session of the annual meeting. An annual audit will be required by account prior to annual meeting. If required by the Board of Directors, the Secretary/Treasurer shall post a security bond to secure the faithful performance of his/her duties in such sum and with such surety or sureties, as the Board of Directors shall determine.
Section 5.4. Terms of Offices.
The President, Vice-President/President-Elect/representative Assembly, Immediate Past President, and Secretary/Treasurer shall hold office for a term of two years, or until their respective successors have been duly elected and qualified. At the expiration of the President’s term, the Vice President/President-Elect/Representative Assembly shall automatically assume the Office of President and the President shall automatically assume the office of Immediate Past President. Any member of the Board, other than the President, the Vice President/President-Elect and Immediate Past President may succeed himself/herself. The term of office shall terminate on the day of the second annual meeting of members following the commencement of the director’s term, or when the director’s successor is elected and qualified. The term of the directors shall be staggered so that a portion thereof is elected each year.
Section 5.5. Vacancies of the Board.
Any vacancy of a Board position shall be filed by the Board for the remaining term, with the exception of the President, which is automatically filled by the President-Elect and Immediate Past President which will remain vacant until the next term of office. In the event of a vacancy in the Office of Vice President/President-Elect, a special election may be called in accordance with the Policy and Procedure.
Section 5.6. Nominations and Elections.
Section 5.6.1. Nominations.
The Immediate Past President shall serve as the Chair of the Nominating Committee. It shall be the duty of the committee to nominate candidates for the elected offices to be filled at the annual meeting.
Section 5.6.2. Elections.
All Board of Directors shall be elected by a written vote of the members in accordance with the voting procedures of the bylaws of PACNA. The members at the annual meeting of members at which a quorum is present shall elect directors. Only active and retired members in good standing shall have the right to vote. The Board will take nominations for each district. The Nominating Committee, organized in accordance with Section 7.4. of the Bylaws, shall make nominations for officers from among the active members of PACNA whom are willing to serve. In addition to members nominated by the Nominating Committee, members may make nominations for officers by presenting a petition of nomination to the Board of Directors. All persons nominated either by the Nominating committee or by petition must submit their written consent to serve if elected before their names may be placed on the ballot.
Section 5.7. Quarterly Director’s Meeting.
Quarterly meetings of the Board of Directors shall be held one of which will be held in conjunction with, and at the same place as the annual meeting of members. Notice of the annual meeting of members shall also serve as notice of the annual meeting of the Board of Directors. The Board of Directors may provide, by resolution, the time and place for holding additional meetings without notice other than such resolution.
Section 5.8. Special Meetings.
A special meeting of the Board of Directors may be called by the President or by a majority of the Board of Directors, Notice of any special meeting of the Board of Directors shall be given at least thirty days prior to the date for the special meeting by written notice, telephone or e-mail.
Section 5.9. Quorum.
A majority of the directors in office shall constitute a quorum for the transaction of business at nay meeting of the Board of Directors: provided that in no event will a quorum consist of less than half of the board members. The act of a majority of the directors at a meeting at which a quorum is present will be the act of the Board of Directors, unless a greater number is required by the Nonprofit Corporation Act 176 to 1963, the Articles of Incorporation, for the Bylaws.
Section 5.10. Action without a Meeting.
Unless otherwise restricted by law or the Articles of Incorporation or the Bylaws, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all of the directors consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the directors. The written consent or consents to such action shall be filed with the minutes of the proceeding s of the Board.
Section 5.11. Removal of Directors.
A director shall be automatically removed from office if the director becomes ineligible to serve by reason of a change in membership status. A director may be subject to reprimand, censure, suspension, or expulsion by a unanimous vote of the Board of Directors for violating the Bylaws of PACNA, misconduct for neglect of duty in office, or behavior injurious to Perianesthesia nursing for PACNA. No such action shall be taken against any director until the director has been advised of the specific charges, given a reasonable time to prepare a response, and afforded a full hearing before the Board of Directors.
Section 5.12. Compensation.
Directors shall not receive any compensation for their services as such, but by resolution of the Board of Directors, directors may be reimbursed for reasonable expenses incurred to attend any regular or special meeting of the Board of Directors.
Section 6.1. General.
Only active and retired members of PACNA in good standing may serve on committees. Committees shall meet as often and as such times as is necessary or appropriate or as may be directed by the Board of Directors, provided that reasonable notice of all meetings shall be given to committee members by the committee chairperson. Members of committee shall be nominated by the President, in consultation with the Vice President/President-Elect and appointed by the Board of Directors for all committees not otherwise provided for in the Bylaws of in the resolution of the Board of Directors creating such committee. Each committee shall consist of from three to five members, and the chairperson of each committee shall be elected by its members, a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Any member of a committee may be removed by the person or person authorized to appoint such member whenever in their judgment the best interest of PACNA shall be served by such removal. Vacancies on any committee may be filled for the unexpired portion of the term in the same manner as provided in the case of original appointment.
Section 6.2. Committees.
Perianesthesia Nurses of Arkansas shall have the following standing committees:
- Nominating (Immediate Past President)
- Membership/Recruitment/Public Relations
- Bylaws (Board)
The Board of Directors may, by resolution, create additional standing committees and special or ad hoc committees, and appoint members thereof. Creation of such committees and the delegation of authority thereto shall not operate to relieve the Board of Directors, or an individual director, of any responsibility imposed by law.
Section 6.3. Finance Committee.
The Secretary/Treasurer shall be Chairperson of the Finance Committee. The Finance Committee shall be responsible to the Board of Directors for all matters concerning the fiscal affairs of PACNA. The Finance Committee shall also prepare an annual budget of anticipated income and expenditures and develop ways and means of financing all projects sponsored by PACNA.
Section 6.4. Nominating Committee.
The Chairperson of the Nominating Committee shall be the Immediate Past President. The Nominating Committee shall prepare a list of nominees for officers and directors of PACNA for each election. In general, The Nominating Committee shall perform the functions and discharge the duties concerning the nomination of nominees for office as provided for in the Bylaws.
Section 6.5. Membership/Recruitment/Public Relations Committee.
The membership/Public Relations Committee shall recruit and encourage qualified persons to apply for membership in PACNA. The Membership-Public Relations Committee shall also be responsible for preparing and submitting press release and shall at all times take the necessary steps to preserve the image of PACNA in its dealings with the general public and other professional associations and corporations.
Section 6.6. Bylaws Committee.
The Bylaws Committee shall interpret the Bylaws as requested by directors, officers, committees, and members of PACNA and shall prepare, draft in proper form, and recommend amendments to the Bylaws according to the needs suggested to the Committee by directors, officers, committees and members of PACNA.
Section 6.7. Education Committee.
The Education Committee shall act in an advisory capacity to the Board of Directors with respect to the development, promotion, and coordination and conduct the educations activities of PACNA. The Education Committee shall develop, plan and supervise the educational and professional aspects of the annual meeting of members of PACNA to the end that such meeting will further the educational and professional purposes of PACNA. The Educational Committee shall also make recommendations concerning the criteria and administration of continuing education credits in Perianesthesia nursing an shall keep informed of all legislation, including new and proposed legislation on both the Federal, State and local levels, having any effect on nursing in general and Perianesthesia nursing in particular.
Contracts, Checks, Deposits, and Funds
Section 7.1. Contracts.
The Board of Directors may authorize any officer of officer’s agent or agents PACNA in addition to the officers so authorized by the Bylaws, to enter into contract or execute and deliver any instrument in the name of and on behalf of PACNA. Such authority must be confined to specific instances.
Section 7.2. Funds and Deposits.
Funds of PACNA shall be derived from: 1) dues and assessments of members, 2) subsides, contributions, gifts, and bequests that might be bestowed on PACNA and accepted by the Board of Directors and 3) funds accruing from any of the activities of PACNA. All of the funds of PACNA shall be deposited to the credit of PACNA monthly in such banks or other depositories as the Board of Directors may from time to time select. The Secretary/Treasurer shall act as an official custodian of funds of PACNA and shall supervise the deposit of such funds and shall invest and reinvest them upon direction of the Board of Directors.
Section 7.3. Expenditures.
All expenditures must be for the purposes authorized by the Articles of Incorporation or the Board of Directors and must be within the annual budget.
Section 7.4. Checks, Drafts, and Notes.
All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of PACNA shall be signed by such officer or officers, agent or agents of PACNA and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary/Treasurer and countersigned by a Board Member or the President or Vice President/President-Elect.
Section 7.5. Geographical Districts.
Each geographical district, which has been established in accordance to Bylaws, will receive $250.00 at the time of formation; thereafter the geographical district shall receive 1/3 of the districts membership annual dues.
Section 8.1. Seal.
Perianesthesia Nurses of Arkansas shall have an official seal which shall be in such form as approved by the Board of Directors, but which shall in any event contain the words “Perianesthesia Care Nurses of Arkansas”. The seal shall be in the custody of the Secretary/Treasurer.
Section 8.2. Fiscal Year.
The fiscal year of PACNA shall commence on the first day of January in each year and end on the thirty first day of the following December.
Section 8.3. Parliamentary Authority.
The official parliamentary authority of PACNA shall be the latest edition of Robert’s Rules of Order, or such other standard parliamentary authority as the Board of Directors shall from time to time determine.
Section 8.4. Books and Records.
PACNA shall keep accurate books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and Committees. Such books, records, and minutes shall be kept by the Secretary/Treasurer for inspection on the written demand of any member, at a reasonable time, for a purpose reasonably related to the member’s interest as a member.
Section 9.1. Procedure.
Those Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the Board of Directors, provided that written notice of the intention to alter, amend, or repeal the Bylaws shall be sent to each director at least thirty days prior to the date of presentation for action by the Board of Directors.