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ByLaws

 

ARTICLE I:   NAME

 

The name of this organization shall be the New Hampshire State Council of the Emergency Nurses Association (ENA), a not-for-profit corporation incorporated in the state of New Hampshire.

 

ARTICLE II:   PURPOSE & OBJECTIVES

 

Section 1: Purpose

The purpose for which the corporation is organized are educational, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including but not limited to the advancement of emergency nursing through education and public awareness.

 

Section 2: Objectives

To promote the specialty of emergency nursing.

To work collaboratively with other health related organizations toward the improvement of emergency care.

To serve as a resource for emergency nursing education and research.

To define Standards of excellence for emergency nursing practice.

To develop and disseminate education and research resources toward the defined Standards.

To provide a networking structure to identify and address professional emergency nursing issues.

To serve as a patient advocate for the consumer through public education and other mechanisms.

To affirm the philosophy of the ANA Ethical Principles.

To promote the common interests of the Association’s members and to improve the conditions for emergency nurses within the health care industry.

 

Section 3: Limitations

A. The corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

B.   No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and not deemed a distribution of income.   No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.

C. Notwithstanding any other provisions contained herein, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United State Internal Revenue Law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

 

Section 4: Affiliations

A formal charter certificate shall be issued by the ENA in accord with its Bylaws and Procedures identifying the New Hampshire State Council as the affiliate of the ENA at the state level in New Hampshire.

Said charter may be revoked or suspended by the ENA in accord with its Bylaws and Procedures.

 

ARTICLE III: MEMBERSHIP

New Hampshire State Council ENA membership includes:

National ENA members who reside in the state of New Hampshire.

National ENA members who reside outside of the state of New Hampshire who have requested membership in the New Hampshire State Council.

ARTICLE IV:  BOARD OF DIRECTORS

 

Section 1: Description

The Board of Directors shall be the NH State Council of ENA official governing body responsible for the management of the affairs of the NH State Council.

 

Section 2: Powers

The Board of Directors shall be responsible for the management of the affairs of the NH State Council between its business meetings and shall perform such other duties as specified in these Bylaws.

The Board of Directors is subject to the orders of the State Council, and may not act in conflict with actions by the State Council.

 

Section 3: Composition

 

A. The Board of Directors shall be composed of the five (5) voting Officers.

 

B. Officers:

 

1. Description:  There shall be five (5) voting Officers: President, President-Elect or Immediate Past President, as applicable, Secretary, Treasurer, and a Member-at-Large.

2. Qualifications: Current National Emergency Nurse’s Association Membership.

3. Responsibilities:  In addition to the responsibilities delineated below, officers of the NH State Council shall exercise all the privileges and responsibilities as an officer of the State Council as specified in the Bylaws and Procedures of the National Association.

 

a.   President:

i.   Serves as Chief Elected Officer of the State Council

ii.   Coordinate all State Council administrative activities.

iii. Appoint committee Chairpersons and committee members, with State Council approval, as circumstances warrant.

iiii. If the position of president becomes vacant, the Board of Directors shall appoint a state council member to complete the existing term

b.   President Elect:

i. Assume office of President at the end of the term as President-Elect.

ii. Perform any duties assigned by the President for the State Council.

c.   Immediate Past President:

i.   Perform any duties assigned by the President.

ii.   Chair nominating committee.

d.   Treasurer:

i.   Maintain State Council financial records in accordance with generally accepted accounting procedures.

ii.   Present a State Council budget proposal annually with input from Officers and committee chairs.

iii. Maintain State Council banking accounts and disbursements thereof.

iv. Perform these duties as outlined in Parliamentary and Common law.

e. Secretary:

i.   Compile and disseminate minutes of State Council meetings.

ii.   Distribute notices for all meetings

iii.   Attend to official NHENA correspondence.

iv.   Perform any duties assigned by the President for the State Council.

f. Member-at-Large

i.   Perform any duties assigned by the President

 

If any of the voting officer positions become vacant, the Board of Directors shall appoint a state council member to complete the existing term

 

 

 

 

Section 4:   Terms of Office

 

A. The State Council President, Secretary, and Treasurer and Member at Large shall serve for a term of two (2) years or until their successors are elected.  

B. The Past-President and President-Elect will serve for a term of one (1) year.  

C. The term of office shall commence on January 1st of the year immediately following their election and terminate on December 31st.  

 

Section 5:  Elections:

 

A. Elections shall be held by mail ballots and/or electronic ballot to all New Hampshire ENA members during the last quarter of the year.

B. Officers must be elected by a majority vote of the ballots received from the general membership

C. A nominee for State Council office must be a current New Hampshire ENA member.

D. Unless stated otherwise in the Bylaws, vacancies may be filled for the unexpired term of office, by the State Council Members.

E. The elections for Secretary and President-Elect will be held on even numbered years, while the elections for Treasurer and Member at Large will be held on odd numbered years  The term of office will commence on January 1st immediately following the elections.

F. All members may be nominated to run for any office.  Members may place their own names in nomination or may nominate other members.

G. Tie Votes:

1. In the event of a tie vote for the position of President-Elect, there shall be a second balloting of NH members.

2. In the event of a tie vote for the position of Secretary,Treasurer, or Board Member at Large, lots shall be drawn.

 

ARTICLE V: MEETINGS

 

The New Hampshire State Council shall endeavor to meet on a quarterly basis or more frequently as circumstances warrant. Meetings shall be called by the President.

Fifty percent of the State Council Officers shall constitute a quorum for all meetings.

Any current New Hampshire ENA member present at the meeting may vote.

Special meetings shall be called upon the written request of a majority of the State Council Officers.

 

ARTICLE VI: DELEGATES TO THE GENERAL ASSEMBLY

 

The number of and qualifications for Delegates to the National Association’s General Assembly shall be determined by the Bylaws and Procedures of the National Association.  Additionally, the State Council requires that delegates have attended at least (50%) of all scheduled meetings of the State Council since the previous General Assembly. An excused absence may be granted in extenuating circumstances by majority vote of the Board of Directors.  The request to have an absence excused must be made in writing to the President within one month after the missed meeting.

Delegates: the President and officers shall have right of first refusal to become delegates as long as they have met the Council’s attendance requirements. Should any officer decline a delegate position,that position will be chosen from other eligible applicants.  

Delegate positions not filled by officers will be chosen by a point system.

The Alternate Delegate will be a scholarship based position requiring a letter of intent to fulfill the position.  The successful candidate will be determined by a majority vote of the Board of Directors.

 

ARTICLE VII: COMMITTEES

 

The State Council shall endeavor to have the following Standing Committees:

Education

Trauma Nursing Core Course (TNCC)

Government Affairs

Nursing Practice

Membership

Emergency Nursing Pediatric Course (ENPC)

Injury Prevention

Nominating Committee

Additional committees may be created by the Board of Directors as circumstances warrant.

Appointments to all committees shall be made by the President in accord with Procedures. The composition, qualifications, term of office, responsibilities, and meeting of all committees shall be specified in Procedures.

 

ARTICLE VIII: DISBURSEMENTS

 

Any unbudgeted monetary allocations coming from State funds, in excess of fifty dollars ($50.00), must be voted upon and approved by a majority vote of the Board of Directors, and/or membership in attendance at State Council Meetings.

B.   Any allocations, as stated above, must be documented in the minutes of that meeting and reflected in the Treasurer’s report.

C.   The President and the Treasurer will both be approved signatories for all State Council bank or financial accounts.  However, two (2) signatures shall not be necessary for each transaction.

 

ARTICLE IX: INDEMNITY

 

The Association shall indemnify all Officers, Directors and employees for expenses incurred with the defense or settlement of any claim against such person by reason of service as an Officer, Director or employee, unless a judgment or other adjudication shall establish that such claim arose or resulted from any dishonest, fraudulent, criminal, malicious or knowingly wrongful act, error or omission of such person.

 

ARTICLE X: PARLIAMENTARY AUTHORITY

 

These Bylaws, the current edition of Roberts Rules of Order, Standing Rules and Special Rules of Order adopted by the State Council shall govern all meetings of the State Council provided they are not in conflict with the Bylaws and Procedures established by the National Association.

 

ARTICLE XI: DISSOLUTION

 

In the event of dissolution of The State of New Hampshire Council of the Emergency Nurses Association (ENA) the net assets of the corporation shall be applied and distributed as follows:

 

A. All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made thereof.

B. After payment of all liabilities and obligations under Section 1 of this Article X, all remaining assets shall be distributed to National ENA.

 

ARTICLE XII: AMENDMENTS

 

Amendments to these Bylaws may be proposed by the New Hampshire Board of Directors or under the signature of five (5) members in good standing in accord with Procedures.

Amendments which are in accord with the Procedures of New Hampshire State Council’s philosophy, purpose and objectives, as well as Federal and State laws, will be submitted to the membership thirty (30) days prior to a business meeting of the New Hampshire State Council.

In order to be approved, any amendment must be approved by a two-thirds (2/3) vote of the active membership present at a business meeting of the New Hampshire State Council.

Any amendment to the National Association Bylaws and Procedures having direct application to these Bylaws shall take precedence over any State Council Bylaws provision and/or Procedures and amendment thereto shall automatically take effect.

 

ARTICLE XIII:  CONFLICT OF INTEREST

 

A. Any possible conflict of interest on the part of any member of the Board of Directors shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board.  

B. Where the transaction involving a board member exceeds five hundred dollars ($500) but is less than five thousand dollars ($5000), in a fiscal year, a two-thirds vote of the disinterested directors is required.  Where the transaction involved exceeds five thousand dollars ($5000) in a fiscal year, then a two-thirds vote of the disinterested directors and will be posted to the website.  The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself.  

C. Every new member of the Board will be advised of this policy upon entering the duties of his or her office, and shall sign a statement acknowledging understanding of, and agreement to, this policy.  

D. The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made a part of this policy statement.

 

ARTICLE XIV:  ANTITRUST POLICY

 

A.  To ensure monitoring of organization activities in order to prevent violations of the Antitrust laws.

i. NHENA will adhere to federal and state antitrust laws and regulations applicable to 501(c) (3) Organizations.

B.  Standards/Criteria

i. Under federal and state antitrust laws, an association may be held liable for action that constitutes a restraint of trade.

ii. Accordingly, NHENA must exercise extreme caution regarding its business decisions and will not engage in any activity that may result in an unreasonable restraint of trade.

iii. NHENA will base business decisions on stated, reasonable criteria that are applied objectively, consider all potential vendors and document the basis for decisions.

C.  Operational Procedure

i. NHENA the Board of Directors will adhere to the importance of compliance with Antitrust laws and regulations and identify potential antitrust issues.

ii. The NHENA Board of Directors will evaluate in advance all new programs or changes in existing programs that have potential antitrust implications.

iii. Minutes of all NHENA meetings should accurately reflect the business conducted and reflect NHENA’s policy of complying with the antitrust laws.

 

 

ARTICLE XV: INVESTMENTS

 

Divestments of short-term and long-term funds require the approval by vote and documentation in the minutes by the New Hampshire ENA Board of Directors.  

Checking Account:  Checking account funds are those needed to pay the current years’ operational expenses, as delineated in the New Hampshire ENA Annual Budget.  The New Hampshire ENA checking account may contain up to 18 months of anticipated operational costs.  Funds in excess of an anticipated 18 months of operational costs should be expended to meet a need of the membership and/or invested in short- and/or long-term funds.

 

Short-term Funds:   Short-term funds are those that are not needed for operations immediately, but may be needed within the next 12-36 months. Vehicles for investing short-term funds include money market funds, CDs and/or major U.S. Treasuries.  Short-term funds that mature in value to an amount exceeding what New Hampshire ENA may require in the next 12-36 months should be expended to meet the needs of New Hampshire ENA membership and/or invested in a long-term fund.

 

Long-term Funds:    Long-term funds are those that will not be needed for operations for at least the next three years.  Vehicles for investing long-term funds include money market funds, certificates of deposit (CDs), U.S. Treasury bonds, equities (stocks) and/or fixed income securities (bonds).

Oversight

The New Hampshire ENA State Council has oversight of New Hampshire ENA finances.   Parliamentary procedures shall be used by the State Council when determining the annual budget, additional expenditures outside of the annual budget, long- term, and short term investments.  The New Hampshire ENA Treasurer shall report current New Hampshire ENA financial accounts’ activity in writing at all scheduled New Hampshire ENA meetings.  The finance reports shall be archived and adhere to the New Hampshire ENA Records Retention Policy. All finance reports shall be maintained for a minimum of seven years.

 

 

              

ARTICLE XVI: RESERVES POLICY

The creation and maintenance of adequate reserves is a fundamental tenet of sound financial management. The purpose of accumulating reserves of the New Hampshire Emergency Nurses Association (NHENA) is to assure that NHENA has the financial means to continue to provide essential services to its members and the general public in both the short- and long-term future. The specific objectives of the NHENA reserves are as follows:

To sustain basic operations and core member services for a minimum of six months

To sustain essential member services during a transition to a long-term economic downturn

To cover unbudgeted and extraordinary expenditures brought about by unanticipated challenges or opportunities

To have sufficient funds that income from investment of these funds could be used to offer member benefits at lower cost that would otherwise be possible

It shall be the responsibility of the New Hampshire ENA Board of Directors to make recommendations to a target amount for the reserves in order to meet the objectives of this policy. The objectives of this policy shall be reviewed and the target amount adjusted at intervals not to exceed three years.

 

ARTICLE XVII: FEDERAL TAX ID NUMBER USAGE

 

All NHENA members must use the NHENA federal tax ID number for all NHENA business transactions including banking.  

The NHENA State Council treasurer must approve and be one of the co-signers on every bank account under the umbrella of the NHENA EIN number.

All accounts must be placed online with approved bank.  This will insure that the NHENA Treasurer can access account information as required in NHENA auditing procedures.

NHENA reserves the right to revoke use of the NHENA Federal Tax ID Number for any reason that may jeopardize NHENA’s standing with the IRS or any violation that may cause NHENA to lose its corporate not-for-profit status.