CERTIFICATE OF INCORPORATION
Article I Title & Function
Article II Members/Student Associates
Article III Officers & Directors
Article IV Board of Directors
Article V Meetings
Article VI Standing Committees
Article VII Nominations
Article VIII Elections
Article IX Constituent Status
Article X Official Organ
Article XI Parliamentary Authority
Article XII Amendments
a. The name of this Association shall be Professional Nurses Association of Western New York, Inc. which shall comprise the counties of Cattaraugus, Chautauqua, Erie, Genesee, Niagara, Orleans, and Wyoming.
b. Hereinafter Association shall refer to Professional Nurses Association of Western New York, Inc.
The purpose of this Association shall be to foster high standards of nursing practice and to promote the professional and educational advancement of nurses to the end that all people will benefit as a result of the subsequent excellence in nursing care.
The functions of this Association shall be to:
a. Promote, through appropriate means, standards of nursing practice, nursing education, nursing research and nursing services as defined by the American Nurses Association;
b. Respond to legislative activities that will ensure and protect the public’s health.
c. Represent nurses and nursing to the public;
d. Promote adherence to ethical standards as stated in the Ethics Code for Nurses of the American Nurses Association.
e. Provide for and promote continuing education in nursing.
a. A member is one:
b. A student associate is one:
c. Membership shall be unrestricted without regard to race, color, religion, national origin, gender, sexual orientation, veteran status or handicap.
Section 2. - Dues
a. Annual dues are established by the voting body.
b. Annual dues provide membership for twelve (12) consecutive months.
c. Membership shall be terminated if dues are not paid as required by this Association.
a. The officers of this Association shall be a president, president-elect, secretary, and treasurer. These officers shall perform the duties usually performed by such officers, those prescribed in these by-laws, and those designated by the Board of Directors.
Absence from two (2) regular meetings of the Board of Directors shall be a cause for declaring a vacancy in the position.
b. There shall be three (3) Directors. These Directors shall perform the duties usually performed by such Directors (see Article XI), those prescribed in these By-Laws, and those designated by the Board of Directors.
a. All officers and Directors shall be members of the Professional Nurses Association of Western New York, Inc.
Section 3. - Terms of Office
a. The Secretary, and two (2) Directors shall be elected in the even numbered years for a two (2) year term or until their successors are elected.
b. The Treasurer, and one (1) Director shall be elected in the odd numbered years for a two (2) year term or until their successors are elected.
c. A President-Elect will be elected every year to fulfill a two (2) year commitment. The first year of service would be as President-Elect to be followed by the second year of service as President.d. The Immediate Past President may elect to serve as advisory nonvoting member of the Board.
e. No member may hold more than one (1) office at a time and no officer or Director shall be eligible to serve more than two (2) consecutive terms in the same office nor more then eight (8) consecutive years. Service for a portion of a term greater than half shall be considered a term.
a. No Officer or Director shall be compensated for services as an Officer or Director of this Association.
b. No paid staff member of this Association shall serve as an Officer or Director of this Association.
The Officers and the three (3) Directors shall constitute the entire Board of Directors and the President shall be the Chair.
The Board of Directors is the elected body responsible for the corporate management and fiduciary affairs of this Association. It is authorized, by provisions of applicable law, to do all things appropriate and necessary for the development and perpetuation of this Association including developing and implementing financial control policies and procedures .
Unless otherwise ordered by the Board of Directors, regular meetings of the Board of Directors shall be held at least 8 times a year.
(a) The quorum at each Board of Directors meeting shall be a majority four (4), two (2) of whom shall be Officers
(b) If “all or substantially all” of the assets of the Association, are involved in a transaction, it must be approved by at least two thirds five (5) of the entire Board. Small routine asset transactions that do not equal “all or substantially all” of the Association assets can be approved by a simple majority of the Board.
Functions shall be to:
a. Transact the general business of the Association;
b. Establish major administrative policies governing the affairs of this Association and devise measures for this Association's growth and development;
c. Provide for the maintenance of Association headquarters;
d. Adopt an annual budget and provide for the annual review of a list of financial “agreed upon procedures” by an independent certified public accountant;
e. Appoint administrative staff, define the duties and fix the compensation of such positions;
f. Determine Officers and other persons to be bonded, fix the amount of bond and approve same.
g. Appoint committee chairs except Nominating Committee;
h. Plan and implement activities to promote a favorable relationship with the public;
i. Fill vacancies in any office except those in the Office of President. A vacancy in the Office of President shall be filled by the President-elect for the remainder of the term.
j. Fill any vacancies on the nominating committee;
k. Ask for the resignation of any elected or appointed person who fails to carry out his/her designated function without reasonable cause, as determined by the Board;
l. Approve all programs which this Association co-sponsors with other organizations.
m. Determine recipients of Board Award, Nurse of Distinction Award, and Nurse of Distinction of Education Award.
Board Meetings can be conducted as:
a. Face to Face meetings
b. Audio or Video Conference
c. Board actions can be taken without a meeting, if done with unanimous written consent of all entitled to vote (this can be done using email
d. Email and Association website can be used to give notices of membership meetings.
The Officers shall constitute the Executive Committee of the Board of Directors and shall have all the powers of the Board of Directors to transact business and bind decisions of the Board of an emergency nature between regular meetings.
Absence from two regular meetings of the Board of Directors may be cause for declaring a vacancy in the Board position. Such vacancy shall be declared by majority vote of the Board of Directors. In the absence of the President, the President-elect presides and performs the duties of the President.
At least two (2) general membership meetings of this Association shall be held each year unless otherwise determined by the Board of Directors.
Special meetings of this Association may be called by the President upon a majority vote of the Board of Directors and shall be called by the President upon the written request of fifteen (15) members of this Association.
The voting body of general membership meetings shall be members holding current, valid membership. Each member shall have one (1) vote and there shall be no proxy voting.
Section 4.The quorum for general membership meetings shall be fifteen (15) members present, including two (2) members of the Board of Directors (one of whom will chair the meeting).
Committees shall be composed of members of this Association, one of whom shall be the chair.
Chairs of the following committees shall be appointed by the Board of Directors to serve until their successors are appointed: Awards and Scholarship, By-Laws, Education, Finance, Fund Raising, Legislation, Membership, Research and Scholarly Activities.
These Committees cannot bind the Board and may include non- Board members.
The President shall be an ex-officio member of all committees except the nominating committee.
Section 4. - Functions of Standing Committees
The nominating committee shall advise the members of this Association of the offices to be filled and request from them the names of members qualified, eligible, and willing to serve if elected. The nominating committee shall prepare a ballot of at least two (2) members for each office to be filled. The ballot shall be presented to the Board of Directors and to the membership.
Write in nominations are acceptable.
Election of Officers, Directors, and members of the nominating committee shall be by secret mail ballot.
The ballot shall be mailed at least four (4) weeks before the Installation of Officers.
The procedure for carrying out voting by secret mail ballot shall be determined by the Board of Directors.
The results of the secret mailed ballot shall be announced at the Installation of Officers.
A plurality vote of those entitled to vote and voting shall constitute an election. The nominees who receive the highest number of votes shall be declared elected.
In case of any tie, the choice shall be decided by lot.
All ballots, credentials, and other records of the election shall be preserved for one (1) year after the election.
The Professional Nurses Association of WNY, Inc does not represent nurses for collective bargaining purposes. The Association has no affiliation of any kind with any Economic & General Welfare Programs of organizations representing nurses for collective bargaining purposes.
The Newsletter shall be the official organ of this Association. Information contained therein shall constitute official notification to the membership at all times.
The rules contained in Robert's Rules of Order Newly Revised shall govern meetings of this Association in all cases in which they are applicable and in which they are consistent with these by-laws.
These by-laws may be amended at any general membership meeting by a two thirds vote of the members present and voting, providing the proposed amendments have been sent to all members at least ten (10) days previous to the meeting.
These by-laws may be amended without previous notice at any general membership meeting by a 75% vote of members present entitled to vote and voting.