MICHIGAN COUNCIL OF NURSE PRACTITIONERS STATE OF MICHIGAN. CONSTITUTION and BYLAWS

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1 1 MICHIGAN COUNCIL OF NURSE PRACTITIONERS STATE OF MICHIGAN CONSTITUTION and BYLAWS The mission of Michigan Council of Nurse Practitioners, as member-driven organization, is to promote a healthy Michigan through: Advocating for excellence in NP practice, education and research; Shaping the future of health care through advancing health policy; Ensuring the ability of NPs to practice to the full extent of their education; Building a positive image of the NP role as a leader in the state and national health care community. Articles I. Name The name of this organization shall be the Michigan Council of Nurse Practitioners (MICNP). These Bylaws are specific for MICNP State Level referred to as the Board thereafter in these Bylaws. II. Purpose A. Provide leadership and act as resource for Nurse Practitioners (NPs) in Michigan. B. To support and improve access to quality Nurse Practitioner services by promoting high quality educational preparation and supporting opportunities for professional growth. III. Meetings Section 1 Business Meetings State level annual business will be held during the annual conference. The MICNP Board shall meet a minimum of three times per year. The executive Committee shall meet in between board meetings. Notice of the meetings will be mailed or ed to each member not fewer than ten (10) business days before the meeting. A summary of business conducted will be disseminated to MICNP members. Section 2 Special Meetings Special meetings of the general membership may be called at any time. Notice of special meetings shall set forth the agenda to be discussed. Special meetings of the general membership may be petitioned by 15% of the membership as of the last annual meeting. Scheduling of special meetings must allow for a minimum of ten (10) days notice of members. Meeting will be posted on the Members Only portion of the website. MICNP board meeting may be petitioned by a majority of the board members.

2 2 Section 3 Quorum At any meeting of the Board, the following constitutes a Board Meeting quorum: Minimum two (2) executive committee members and a majority of the board. One active member may be appointed by the chapter president for the purpose of representing the president in the case that the chapter president is unable to attend. The active appointed member will have full voting rights during the meeting where they are representing their chapter president. At any general membership meeting, the following constitutes a quorum: A minimum of two (2) executive committee members and a majority of the general membership present. All members are requested to attend organizational meetings. A quorum will consist of 50% of the Executive Committee and 5% of the active membership. Section 4 Voting Voting shall be accomplished by one vote per member of the Board. The approval of any matter of business shall require the affirmative vote of the established quorum of Board members present. All eligible active MICNP members have the ability to vote (electronic ballot or voice) on matters to come before any general membership meeting or annual business meeting. In the event that an Active member is unable to attend a general membership meeting in person, the Active member will be able to electronically cast his/her vote between the time an item is sent to an Active member for review through the close of voting at the applicable general membership meeting or annual business meeting. Section 5 Parliamentary Procedure Robert s Rules of Order will guide parliamentary procedures for all business and special meetings of MICNP. IV. Membership Section 1 Active Member Active members that are entitled to vote, hold office and serve on committees include those who are registered nurses (RNs) in the state of Michigan, are Certified Nurse Practitioners as designated by the Michigan State Board of Nursing and have paid dues in full to the Council or those individuals who maintain stated licensure and certification and are over the age of 65 who are eligible for a reduced membership fee to be determined by the Board. Section 2 Student Member Student members are RNs currently enrolled in a graduate Nursing/NP Track University program. Student members are not entitled to vote, hold office or be a voting member of a committee until NP Certification is proven. Student members shall be eligible for reduced membership fees to be determined by the Board. Students are responsible for notifying the Council s Administrative Assistant of a change in their membership status upon NP Certification.

3 3 Section 3 Affiliate Membership Any person and/or institution that may have an interest in supporting the MICNP organization. Certified Nurse Practitioners and Nurse Practitioner Students are ineligible for this category. An Affiliate Member is not entitled to vote, hold office, or participate in any standing committee. Section 4 Public Policy Affiliate/Group Membership NP organization in the state of Michigan who is a member of an Advanced Practice Nursing (APN) organization. Public Policy Affiliate Group members do not have MICNP business voting rights and may not hold a MICNP office but may have one designee from their APN organization serve as a voting member of the Public Policy Committee. The board shall decide dues. Section 5 - Colleges/Schools Student Nurse Practitioner Chapters MICNP/Student Nurse Practitioner (SNP) chapter is an affiliate of the Michigan Council of Nurse Practitioner formed within colleges/schools of nursing. All rules of student membership apply. Each official MICNP/SNP chapter will pay an annual administrative fee (to be determined by the Board) to MICNP for support of MICNP. While a student member MICNP will provide free access to the Members Only section of which is the official web site of MICNP. Section 6- Local Chapters A local group of Nurse Practitioners shall be entitled to apply to MICNP for recognition as a chapter of MICNP. All of the group's members are, and are required to remain, members of MICNP and the group complies with other requirements for chapters established by the Board of Directors. Chapter officers will be elected from within their chapter membership, and the chapter will be represented on the MICNP Board of Directors by their respective Regional Representative (refer to MICNP Region Map). Status as a MICNP chapter shall be contingent upon a local group's continued adherence to requirements established by the Board and shall be subject to termination by the Board in accordance with procedures established by the Board. Section 7 Termination of Membership Termination of a member shall stem from resignation of the member, revocation or suspension of the member s nursing license/np Certification, or non-payment of dues. There will be no reimbursement of any dues paid prior to termination. V. Dues Full payment of annual dues is required from each member on their anniversary date. The board will determine annual fees for all categories of membership and disbursement of any change portion of dues. VI. Officers Section 1 Executive Committee

4 4 The officers of the Council shall be the President, President-Elect, Secretary and Treasurer. President shall be elected every two (2) years, in even years, with the Secretary and Treasurer elected every two (2) years in the odd years; both elections occurring in October. Newly elected officers will begin their term of service on January 1 st of the year following the October of election years. All officers shall hold office for a term of two (2) years until their successors have been duly elected. No officer shall be a member of the Executive Committee for more than eight (8) consecutive years. Section 2 Board of Directors (BOD) Board of Directors shall include President, President-Elect, Secretary, Treasurer, Regional Representatives (see VI, Section 8) and Committee Chairpersons (see IX, Section 2). No Regional Representative or Committee Chairperson shall serve more than four (4) elected or appointed consecutive terms in the same position. All board membership shall have a voice and a vote. Section 3 President President shall be the chairperson of the Board and shall: Preside over all meetings Supervise the function of the executive committee and all administrative matters, business and affairs of the Board including signing all contracts and legal documents to be executed on behalf of the Board. Implement policies as promulgated and directed by the board. Serve as the spokesperson of MICNP Serve as the ex-officio member of all standing committees. Section 4 President-Elect President-elect shall: Be versed in the duties of the President Assume the duties of the President with full power should the President be absent or unable to serve Assume and perform duties as assigned by the Executive Committee. Automatically succeed to the presidency at the conclusion of the President s term of office Section 5 Secretary Secretary shall: Record the minutes of all meetings of the Board and Executive Committee. Perform other duties as the Board may designate. Section 6 Treasurer Treasurer shall: Be responsible for management of all funds of the Council. Account for all financial transaction of the Council. Oversee the annual budget. Render treasurer s report at business meeting(s).

5 5 Endure and authorize an external financial audit every two (2) years. Perform other duties as Executive Committee may designate. Section 7 Immediate Past President. Immediate Past President shall be an ex-officio position that has completed the term of President. This position will not affect quorum because it is voice and not vote. This does not supersede this individual s duties under the by-laws in any other official position and capacity. Section 8 Regional Representatives Regional representatives shall be elected by the members of their regions. To run for the position of Regional Representative, the candidate should have prior experience serving as a chapter officer or committee member for MICNP. If a candidate has not served in the aforementioned capacity, the candidate must possess equivalent experience and clearly demonstrate leadership (in MICNP or other organizations) in lieu of this requirement. The Regions are: Region 1: Upper Peninsula Region 2: Upper Lower Peninsula Region 3: Mid-Michigan Region 4: Southwest Region 5: Southeast Regional Representatives from even-numbered regions shall be elected for the evennumbered years, and Regional Representatives from odd-numbered regions shall be elected for the odd-numbered years. Newly elected Regional Representatives will begin their term of service on January 1 st of the year following the October of election years, holding office for a term of two (2) years until their successors have been duly elected (except those Regional Representatives from the odd-numbered regions in the first elected class will serve for three (3) years for their first term). All Regional Representatives shall hold office for a term of two (2) years until their successors have been duly elected. Section 9 Vacancies If the office of any member, one or more, becomes vacant by reason of death, resignation, removal disqualification or otherwise, said vacancy (vacancies) shall be filled by an appointment by the Board of Directors. The appointed officer shall stay in said office for the remainder of the term(s) that was vacated. Section 10 Removal of Executive Board Officers/Board of Directors Any Board Member who is absent from two (2) consecutive regularly scheduled board meeting or demonstrates misconduct in administration of said position duties in these bylaws, shall be removed from the office by a majority vote of the Board.

6 6 VII. Compensation No part of the net earnings of the State Council shall ever be for the benefit of, or be distributed to its members; officers or other private persons, except, as the State Council shall be empowered to: A. Pay reasonable compensation for services rendered by contracted staff for conduction of business for the State Council. B. Reimburse members for expenses associated with business approved by the President or committee chair prior to incurring the expense. VIII. Elections Section 1 Nomination Process Active/Voting members in good standing of MICNP at large may be nominated for elected positions. The Membership and Nominations Committee is responsible for organizing the slate of candidates. At least two (2) nominations for each office are preferred. The Chair of the Nominating Committee will call for nominations for expiring offices at the Annual Business Meeting of MICNP members at large and via the year prior to elections years (odd years). Nominations will be returned to the Chairperson by September. Nominees will be verified as paid members in good standing and approved by the State Board of Directors. A ballot including a profile of all candidates will be prepared and mailed/ ed to each voting member by October of each year. Voting may take place via ballot or mail ballot. Results of the election will be announced via in November. Section 2 Election Process Three judges appointed by the President will count the votes and said judges shall certify and announce the results in the meeting. Absentee ballots shall be mailed/ ed to a voting member upon request. The Chairperson must receive the absentee ballot no later than five (5) days prior to the election. The candidate receiving the majority of votes cast for a particular office shall be declared elected. In case of a tie, all members present shall take a second vote. If a second tie ensues, the new officer elected shall be decided by secret ballot of the Executive Board. Newly elected officers begin their term of office May 1 st of election year. IX. Committees Section 1 Appointment and Term Committees shall serve the function of carrying out the responsibilities of the State Council, and shall be Standing or Special Committees. The Candidates for the board chairs for committees shall be recommended by the President to the board and approved by the Board and do have voting privileges on the Board. Chairpersons terms are for two (2) years and can be renewed every two (2) years by the Board for a total of four (4) terms. Chairpersons may not hold a position on the Executive Committee/Board of Directors for more than eight (8) consecutive years. The Chairperson will secure committee members or volunteers from the general membership in good standing will be accepted. Committee chairperson may appoint a Vice-Chairperson to support the chairperson with the intention of becoming full chairperson at the end of the current chairpersons term in office; however, each committee will have 1 vote. Committee members do not have voting

7 7 privileges on the BOD. These committees shall be under the direction and control of the Executive Committee and shall have duties assigned to them by these bylaws or Executive Committee. Each Standing Committee shall review its function annually, and submit an annual report or any other interim report requested by the President. Section 2 Standing Committees A. Organization Management Committee i. Activities: Membership Management Bylaws Policy and Procedure Evaluation and Quality Improvement Board Development (inc. Nominations and Retreat) B. Public Relations and Marketing Committee i. Activities: Membership Enhancement and Awards Professional Advocacy and Affiliations Regulatory and Legislative Policy Public Policy C. Education Committee This committee shall provide the council with information education programs pertaining to the art & science of the NP role/practice for continued professional growth of the NP. The committee shall monitor criteria relevant to NP certification continuing education requirements (CEUs) & offer programs and be a provider of CEUs accordingly. i. Annual Conference Task Force: This task force will be a subcommittee of the Education Committee responsible for the development and implementation of the Annual Conference. The Education Committee board appointee or designee will act as chairperson of this taskforce. D. Political Action Committee (PAC) This committee will develop professional relationships with and educate legislators & key organizations to facilitate awareness of, and advancement of, the practice of Nurse Practitioners in the state of Michigan. PAC funds are financially separate from MICNP funds and are used to contribute to the campaigns of candidates for public office who are supportive of MICNPs legislative agenda. E. Finance Committee This committee shall work with the Treasurer to create an annual budget and quarterly reports to be presented to the MICNP board at quarterly and annual meetings. The Finance Committee will be chaired by the Treasurer and other members will be appointed by the board to serve a 2 yr term with a maximum of 3 terms (6 years). The committee shall consist of no fewer than 4 and no more than 6 members. Section 3 Ad Hoc Committees Ad Hoc Committees may be appointed by the Board with the concurrence of the voting membership for such special tasks as circumstance warrant. These committees shall focus their attention on, and have limited power to, only those activities to accomplish the task

8 8 for which they were created. Dissolution of an Ad Hoc Committee shall occur upon completion of the task for which appointed, or as disbanded by the Board. X. Amendments Section 1 Bylaws shall be reviewed annually by a sub-committee appointed by the chair of the Organization Management committee and the subcommittee to report any changes to the chair and the executive committee by December 31 st. Bylaws may be amended at any meeting of the MICNP membership at large. Proposed amendments shall be submitted in writing to the State Board of Directors and MICNP membership at large prior to the regular meeting for review. Section 2 Proposed amendments to the Bylaws shall be approved by a 2/3 majority vote of all eligible active MICNP members present at the annual business meeting or those Active members who cast their votes electronically pursuant to III. Section 4 of these Bylaws if said Active member is unable to attend the annual business meeting. Proposed Bylaws will be published and made available to Active members for review at least thirty (30) days prior to the annual business meeting. XI. Adoption These Bylaws shall be adopted and amendments become effective when approved by the membership.

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