Association of Rehabilitation Nurses
NORTH CAROLINA CHAPTER BYLAWS
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
incorporated in the state of North Carolina).
Section 2. Location. The Chapter zip code boundary
range(s) shall be 27000-27999, 28300-28599, 28700-28999
It shall be the purpose of the Chapter to represent and promote the objectives of ARN within its boundaries.
Section 1. Qualifications. Membership in the Chapter may be granted to any Association member who resides
or works in the geographic area encompassed by the Chapter or who requests to be a member of the Chapter.
Section 2. Application for Membership. All applicants for membership in the Chapter shall complete and sign an application
and submit the application to the Association.
Section 3. Voting Membership. Only those members entitled
to vote under the Association's bylaws shall be eligible to vote in the Chapter ("Voting Members").
Section 4. 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 5. 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 be 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 or overnight 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.
DUES AND ASSESSMENTS
The Chapter shall advise
its members that Chapter dues shall be paid directly to ARN. The initial and annual dues for each member of the Chapter
shall be determined by the chapter. Time for paying such dues and other assessments, if any, shall be determined ARN.
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 purposes 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 of
one-tenth of the Voting Members shall constitute a quorum at any meeting of the members.
Voting. At all meetings of the Chapter, each Voting Member shall have one vote. 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. Telecommunications Conferences. Voting Members may take any action
permitted or authorized by these bylaws pursuant to a meeting conducted using a conference telephone or similar telecommunications
equipment through which all persons participating can communicate with one another. Participation in a meeting pursuant
to this section shall constitute presence in person at such meeting.
Section 7. Mail Vote. Voting by
mail transmitted by the postal service or electronically shall be permitted in lieu of a meeting for any item of business.
A mail vote may be called (i) by the Chapter Board of Directors; or (ii) upon written request to the Secretary of at least
twenty-five percent (25%) of the Voting Members. The act of a majority of ten percent (10%) or more Voting Members returning
ballots by a date certain shall be an act of the members.
Section 8. 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 9. Reports to Association. The Chapter shall
provide the Association with written reports of its actions as requested by the Association from time to time.
Section 1. Officers. The officers of the Chapter shall be a President, Vice President, Secretary and Treasurer, and such
other officers as may be determined from time to time by the Chapter Board of Directors.
Election and Term of Office. The elective officers shall be elected by the membership for a one-year term. No member may hold
more than one (1) elective office of the Chapter simultaneously. The elective officers shall be elected 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 July 1.
Section 3. Vacancies and Removal. A vacancy
in any elective office because of death, resignation, removal, disqualification or otherwise, may be filled by the Chapter
Board of Directors for the unexpired portion of the term.
DUTIES OF OFFICERS
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 has 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 of Directors; 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. Vice President. In the absence of the President or in the event of the President's inability or refusal
to act, the Vice President 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.
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.
4. Treasurer. The Treasurer shall 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 depositories as shall be selected in accordance with the provisions of these bylaws; 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.
CHAPTER BOARD OF DIRECTORS
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 promote 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 President (1 year), Vice President (1 year), Secretary and
Treasurer and four (4) directors elected for two (2) year term(s) by the membership. Each director shall hold office
until his or her successor is duly elected and takes office. The term of office shall begin on July 1.
Section 3. Meetings of the Board. The Chapter Board of Directors may 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 of Directors not less than seventy-two
(72) hours before the meeting is held.
Section 4. Quorum of the Board. A majority of the Chapter Board
of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less
than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice.
Section 5. Voting. At all meetings of the Chapter Board of
Directors, each director shall have one vote and may vote in person only.
Section 6. Manner of Acting.
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Chapter Board
of Directors, except as otherwise provided by these bylaws.
Section 7. Action by Written Consent.
Any action which is required by law or these bylaws to be taken at a meeting of the Chapter Board, or any other action which
may be taken at a meeting of the Chapter Board, may be taken without a meeting if consent in writing, setting forth the action
taken, shall be approved by all the directors. Any such consent shall have the same force and effect as a unanimous
vote of directors at a duly called and constituted meeting of the Chapter Board.
Section 8. Vacancies
and Removal. Any vacancy occurring in the Chapter Board of Directors for any reason shall be filled by a majority vote of
the remaining directors, and the individual selected shall fill the position for the unexpired portion of the term. Any director
may be removed by a two-thirds vote of Voting Members present and voting at a meeting thereof, whenever in their judgment
the best interests of ARN or the Chapter would be served by such removal.
Section 9. Resignation.
Any director may resign at any time by giving written notice to the President.
Section 10. Reports
to Association. The Chapter Board of Directors shall provide the Association with written reports of its actions as requested
by the Association from time to time
Section 1. Board Committees. The Chapter Board of Directors, by resolution
adopted by a majority of directors may designate one or more committees, each of which shall consist of a majority of directors
and no fewer than two (2) directors, which, to the extent provided in said resolution, 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 directors in office, may designate a Nominating Committee, which shall consist of a minimum of four (4)
Voting Members, at least two (2) of whom shall be directors. The Nominating Committee shall be responsible for reviewing candidates
for elective officers and directors of the Chapter and shall make recommendations concerning such candidates to 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 directors 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 directors 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 and 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 a 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.
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.
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 Vice President of the Chapter.
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 may from time to time
BOOKS AND RECORDS
The Chapter shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority
of the Chapter Board of Directors.
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.
The Chapter shall indemnify all past and present officers, directors, committee members, and other volunteers
of the Chapter acting within the scope of their authority to the full extent permitted by the General Not For Profit Corporation
Act of the State of Illinois 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.
AMENDMENT OF BYLAWS
These bylaws may be altered, amended
or repealed and new bylaws may be adopted by a two-thirds vote of the Voting Members at any meeting thereof; provided, that
no such amendment of these bylaws may be made without first obtaining the express written consent of the ARN Board of Directors.
The Charter of the Chapter may be revoked by the Board of Directors of the Association
at any time and in such a manner and after such investigation as the Board of Directors may deem necessary.
the case of dissolution of the Chapter, all funds and records of the Chapter shall be returned to the Association.
USE OF ELECTRONIC
Unless otherwise prohibited by law, (i) any action to
be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means;
and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or
other electronic means.
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