ASSOCIATION
OF REHABILITATION NURSES
GREATER NORTH CAROLINA CHAPTER
BYLAWS
ARTICLE I
NAME AND LOCATION
Section 1. Name. The name of this
organization shall be the “Greater North Carolina” Chapter of the Association of Rehabilitation Nurses, a not
for profit organization.
Section 2. Location. The Chapter
boundaries shall be the state of North Carolina, excluding the counties of Cabarrus, Catawba,
Gaston, Iredell, Mecklenburg, Lincoln and Union.
ARTICLE II
OBJECTIVES
It shall be the purpose of the Chapter to advance the quality of rehabilitation
nursing service throughout the community through the following objectives:
1) To
offer educational opportunities which promote an awareness and interest in rehabilitation nursing and improve the expertise
of personnel on all levels;
2) To
facilitate the exchange of ideas in rehabilitation programs; and
3) To
represent and promote the objectives of the Association of Rehabilitation Nurses (the “Association”).
ARTICLE III
MEMBERSHIP
Section 1. Qualifications. Membership
in the Chapter may be granted to any Association member who resides or works in the state of North Carolina or who requests to become a member of the Chapter.
Section 2. Voting Membership. Only
those members entitled to vote under the Association’s bylaws shall be eligible to vote in the Chapter.
Section 3. Resignation. Members
may resign from the Chapter at any time by filing a written resignation with the secretary of the Chapter, but such resignation
shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore incurred and unpaid.
Section 4. Termination. Membership
in the Chapter shall be terminated whenever membership in the Association is terminated.
A chapter membership may also be terminated for cause. Sufficient cause
for such termination of membership shall be a violation of the bylaws or any rule or practice of the Chapter. Expulsion shall by two-thirds vote of the entire membership of the Chapter Board of Directors, provided
that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member and he
or she has been given a reasonable opportunity to defend against the charges; such member, if removed, may appeal the decision
of the Board to the Annual Meeting of the Chapter, provided that a notice of intent to appeal is given to the president at
least thirty (30) days in advance of the meeting. In addition, the membership
of any member who becomes ineligible for membership or who shall be ninety (90) days in default in the payment of any dues
or charges shall be terminated automatically. In special circumstances, such
termination may be delayed by the Chapter Board of Directors.
ARTICLE IV
DUES AND ASSESSMENTS
The initial and annual dues for each member of the Chapter, time for paying
such dues and other assessments, if any, shall be determined from time to time by the Chapter Members of the Board.
ARTICLE V
MEETING OF MEMBERS AND VOTING
Section 1. Regular Meetings. At
least four regular meetings of the members shall be held annually at such day, time and place as may be determined by the
Chapter Board of Directors. One of these meetings shall be the annual business
meeting of the members for receiving reports, and for such other business as may properly come before the meeting.
Section 2. Special Meetings. Special
meetings of the members may be called by the Chapter Board of Directors at any time; or shall be called by the president upon
receipt of a written request by twenty-five percent (25%) of the voting members (stating the purpose of the proposed meeting),
within thirty (30) days after the filing of such request with the secretary. The
business to be transacted at any special meeting shall be stated in the notice thereof and no other business may be considered
at that time.
Section 3. Notice of Meetings. Notice
of any meeting of the members shall state the time, date and place of the meeting and shall be given not less than thirty
(30) days or more than sixty (60) days prior to the date of such meeting.
Section 4. Quorum. The presence in person of not less than one-tenth of the members shall constitute a quorum at any meeting
of the members.
Section 5. Voting. At all meetings
of the Chapter, each voting member shall have one vote, and may take part and vote in person only. All questions, except as otherwise provided by law or by these bylaws, shall be decided by the vote of
a majority of the members entitled to vote and voting thereon provided that a quorum is present.
Section 6. Mail or Electronic Vote. Any
action requiring a vote of the members may be taken by mail or electronic ballot. The
action taken shall be effective upon the written consent of a majority of the members returning ballots, by the required date.
Section 7. Rules of Order. The
meetings and procedures of the Chapter shall be regulated and controlled according to Robert’s Rules of Order Newly
Revised, except as may be otherwise provided by these bylaws.
Section 8. Reports to Association. The
actions of the membership shall be reported to the Association within thirty (30) days of the action taken.
ACTICLE VI
BOARD of DIRECTORS and OFFICERS
Section 1. Authority and Responsibility.
The affairs of the chapter shall be managed by the Chapter Board of Directors, which shall have supervision, control,
and direction of the affairs of the chapter, shall actively prosecute its objectives and have discretion in the disbursement
of its funds. The Chapter Board of Directors may adopt such rules and regulations
for the conduct of its business as shall be deemed advisable so long as they are not inconsistent with any rules adopted by
the Association and may in the execution of the powers granted, appoint such agents, as it may consider necessary.
Section 2. Composition and Tenure. The
Chapter Board of Directors shall be comprised of the elective officers: President, President Elect, Secretary and Treasurer
who shall automatically be directors of the Chapter. Four (4) members-at-large
shall be elected for a two-year term by the membership. Each director shall hold
office until his or her successor is duly elected and takes office. In addition, the immediate Past President serves as a
voting ex-officio member. The term of office shall begin on the date specified by the association.
Section 3. Election and Term of Office. The elective officers shall be elected by the membership for a two-year term with
the exception of President Elect (See Role Definition in Article VII). In order
to establish a rotation of elective officers, the Treasurer and Secretary and two Board Members at Large will be elected in
alternate years. A President Elect will be elected annually. No member may hold simultaneously more than one of the elective officers of the Chapter. The elective officers shall be inducted at the annual meeting of the membership nearest the expiration
of their term of office and shall serve until their successors have been duly elected and qualified. The term of office shall begin on the date specified by the association.
Section 4. Vacancies and Removal.
Vacancies in any elective office, with the exception of the President, may be filled for the balance of the term thereof by
a majority of the Board of Directors at any regular or special meeting. The Board of Directors may remove any director by
a majority vote whenever in their judgment the best interests of the Chapter would thereby be served.
Section 5. Quorum of the Board. At any
meeting of the Board of Directors, no fewer than five members of the Board, including two officers, shall constitute a quorum
for the transaction of business, and any such business thus transacted shall be valid, providing it is affirmatively passed
upon by a majority of those present.
Section 6. Meetings of the Board. The
Chapter Board of Directors provide by resolution the time, date, and place for the holding of a regular annual meeting and
additional regular meetings of the Board without other notice than such resolution.
Special meetings of the Chapter Board of Directors may be called by or at the request of the president or any three
directors by notice mailed, delivered electronically, or telephoned to each member of the Board not less than three days before
the meeting is held.
Section 7. Voting . A Board member’s
voting rights shall not be delegated to another or excused as proxy. Any action requiring a vote of the board of directors
may be taken by mail or electronic ballot. The action taken shall be effective upon the majority of written or electronic
consent of board members entitled to vote.
Section 8. Telecommunications Conferences.
Members of the Board or any committee designated by the Board may participate in and act at any meeting of the Board or committee
through the use of conference telephone or similar telecommunications equipment by means of which all persons participating
in the meeting can communicate with one another. Participation in a meeting pursuant to this section shall constitute presence
in person at such meeting.
ARTICLE VII
DUTIES OF OFFICERS and DIRECTORS
Section 1. President. The president shall be the chief executive officer of the Chapter and shall in general supervise and control
all of the affairs of the Chapter. The president shall preside at all meetings
of the Chapter Board of Directors and shall be the chairman of the Board. The
president may sign, with the treasurer or any other proper officer of the Chapter authorized by the Chapter Board of Directors,
any deeds, mortgages, contracts or other instruments which the Chapter Board of Directors have authorized to be executed,
except in cases where the signing and execution thereof shall be expressly delegated by the Chapter Board of Directors or
by these bylaws or by statute to some other officer or agent of the Chapter; shall supply the Association with such written
reports as requested by the Association’s Board Members; and in general shall perform all duties incident to the office
of president and such other duties as may be prescribed from time to time by the Chapter Board of Directors.
Section 2. President-
Elect. In the absence of the president
or in the event of the president’s inability or refusal to act, the President-Elect shall perform the duties of the president, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the president, and shall perform such other duties as from time to time may
be assigned by the president or by the Chapter Board of Directors. The President Elect is a three-year commitment. The first year of the term will be as President Elect. The
second year of the term the President –Elect will rotate into the role of President. The third and last year of the term will serve at Past President, an ex officio member of the board.
Section 3. Secretary. The secretary
shall keep the minutes of the meetings of the Chapter Board of Directors in one or more books provided for that purpose; see
that all notices are duly given in accordance with these bylaws or as required by law; be custodian of the corporate records;
be responsible for membership applications and renewals; and shall perform all duties incident to the office of secretary
and such other duties as may be assigned from time to time by the president or Chapter Board of Directors.
Section 4. Treasurer. The treasurer
shall be in charge and custody of and be responsible for all funds and securities of the chapter; receive receipts for monies
due and payable to the Chapter from any source whatsoever and deposit all such monies in the name of the Chapter in such banks,
trust companies, or other depositors as shall be selected in accordance with the provisions of these bylaws; shall prepare
such reports as requested by the Association’s Board of Directors; and in general shall perform all duties incident
to the office of treasurer and such other duties as from time to time may be assigned by the president or by the Chapter Board
of Directors.
Section 5. Board Members-at-Large. The Board members-at-large shall be responsible
for the general management and successful operation of the chapter.
ARTICLE VIII
COMMITTEES
Section 1. Committees of Directors. The
Chapter Board of Directors may designate one or more committees of board members by resolution adopted by a majority of board
members. To the extent provided in said resolution, each committee of board members
shall have and exercise the authority of the Chapter Board of Directors in the management of the Chapter; however, the delegation
of authority to such committees shall not operate to relieve the Chapter Board of Directors, or any individual director, of
any responsibility imposed upon them by law.
Section 2. Nominating Committee. The
Chapter Board of Directors, by resolution adopted by a majority of the board members in office, shall designate a Nominating
Committee, which shall consist of a minimum of four (4) board members. The Nominating
Committee shall be responsible for reviewing candidates for elective officers and directors of the Chapter and shall make
recommendations concerning such candidates of the membership.
Section 3. Other Committees. Other
committees not having and exercising the authority of the Chapter Board of Directors in the management of the Chapter may
be designated by a resolution adopted by a majority of the Board Members present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee need
not be Board Members of the Chapter, and the president shall appoint the members thereof.
Any member may be removed by the person or persons authorized to appoint such member whenever in their judgment the
best interest of the Chapter shall be served by such removal.
Section 4. Term of Office. Each
member of a committee shall continue as such until the next annual meeting of the Chapter Board of Directors, until a successor
is appointed, unless the committee shall be sooner terminated or unless such member shall cease to qualify as a member thereof.
Section 5. Vacancies. Vacancies
in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original
appointment.
Section 6. Quorum. Unless otherwise
provided in the resolution of the Chapter Board of Directors designating a committee, a majority of the whole committee shall
constitute a quorum and the act of a majority of the members present at a meeting at which quorum is present shall be the
act of the committee.
Section 7. Rules. Each committee
may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Chapter Board of Directors.
ARTICLE IX
FINANCE
Section 1. Fiscal Period. The
fiscal period of the Chapter shall be January 1 through December 31.
Section 2. Contracts. The Chapter
Board of Directors may authorize any officer or officers, agent or agents of the Chapter in addition to the officers so authorized
by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Chapter
and such authority may be general or confined to specific instances; provided further, that no such contract or instrument
in an amount in excess of $100.00 may be executed without first obtaining the express written consent of the Chapter president
or designee.
Section 3. Checks, Drafts, Etc. All
checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Chapter
shall be signed by such officer or officers, agent or agents of the Chapter and in such manner as shall from time to time
be determined by resolution of the Chapter Board of Directors. In the absence
of such determination by the Chapter Board of Directors, such instrument shall be signed by the treasurer and countersigned
by the president or president elect of the Chapter.
Section 4. Deposits. All funds
of the Chapter shall be deposited from time to time to the credit of the Chapter in such banks, trust companies or other depositories
as may be selected by any one or more officers or agents of the Chapter to whom such power may from time to time be delegated
by the Chapter Board of Directors.
Section 5. Bonding. The Chapter
Board of Directors shall provide for the bonding of such officers and employees of the Chapter as it determines necessary.
ARTICLE X
BOOKS AND RECORDS
Section 1. The Chapter shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its Board Members and committees having any of the authority of
the Chapter Board of Directors.
Section 2. The secretary is responsible for keeping chapter records. Official
documents such as bylaws and minutes are kept in a notebook, file or disk. Historical and permanent chapter records, as well
as newsletters, are stored in one or more file boxes, which are kept by the secretary and transferred at the end of the term
of office to the next secretary.
Section 3. The treasurer is responsible
for maintaining financial records. A copy of the financial records will be passed to the chapter secretary by the treasurer
at the end of the year. The treasure will transfer financial records to the next treasurer.
Section 4. The following documents will be kept for seven years:
- Bank statements
- Paid invoices
Section 5. The following documents will be kept for five years:
- By-laws
- Annual ARN reports
(includes list of officers, financial report, IRS tax exemption letter/employer identification number, activity report, member
list)
- Meeting minutes
- Newsletters
- Educational materials
as required by continuing education approval body
- Legal advice letters
- Contracts
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions
of the General Not For Profit Corporation Act of the State of Illinois or under the provisions of the Articles of Incorporation
or bylaws of the Chapter, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII
INDEMNIFICATION
The Chapter shall provide for the indemnification of all its officers, directors,
employees and agents to the full extent permitted by law, and shall be entitled to purchase insurance for such indemnification
to the full extent as determined from time to time by the Chapter Board of Directors.
ARTICLE XIII
AMENDMENT OF BYLAWS
Section 1. These bylaws may be altered, amended or repealed and new bylaws
may be adopted by consent of a majority of the members entitled to vote; provided, that no such amendment of these bylaws
be made without first obtaining the express written consent of the Members of the Board of the Association.
Section 2. Bylaws will be reviewed annually. All reviews
and revision will be documented on the Bylaws as reviews and revisions occur. It
is the responsibility of the board to review bylaws.
ARTICLE XIV
REVOCATION OF CHARTER
The Charter of the Chapter may be revoked by the Board Members of the Association
when, in its judgment, the actions of the Chapter have violated the bylaws, policies, procedures, rules or regulations of
the Association; provided, that the Chapter shall be apprised of any such violations and shall have thirty (30) days in which
to correct the violations.
ARTICLE XV
DISSOLUTION
In the case of dissolution of the Chapter, all funds and records of the Chapter
shall be returned to the president of the Association.
Reviewed 7/99,5/01,7/02
Revised 8/99,5/01,9/02,01/03, 01/04
