BYLAWS Nurse Practitioner Group of Spokane

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1 BYLAWS Nurse Practitioner Group of Spokane Revised January 2013 Article I - Name This non-profit corporation is known as the Nurse Practitioner Group of Spokane (NPGS) and does not contemplate the distribution of gains, profits or dividends to the members. This organization is recognized by Employer Identification Number (EIN) and Washington State Incorporation number and also the Washington State Business license number (UBI) Article II - Mission and Purpose Section A: Mission Statement Our mission is to support and promote the Advanced Practice Registered Nurse Practitioner in the delivery of high quality health care services to the Spokane regional community. Section B: Purpose The purpose of the Nurse Practitioner Group of Spokane is to provide education, promote legislation for Advance Practice Registered Nurse Practitioners, support the professional role and uphold the delivery of quality healthcare. NPGS provides opportunities for community networking and collaboration with the inclusion of nurse practitioner students. Article III - Membership Section A: Definition of Membership All members shall be invited without regard to race, age, sex, creed or color. Membership is on an annual basis. Membership shall consist of: 1. Licensed NP Members - Advanced Practice Registered Nurse Practitioners in good standing 2. NP Student Members - currently enrolled in an advance graduate educational nurse practitioner program 1

2 Section B: Benefits of Membership 1. Licensed and Student NP members with paid annual dues may attend NPGS continuing educational events. Members receive notification of educational programs, meetings and legislative updates via the or the NPGSpokane.org website. 2. Licensed NP members with paid annual dues are entitled to one vote in the business or elections of the organization. Student members are non-voting members. Section C: Responsibilities of Members 1. All members shall pay assessed financial obligations and work toward the purposes of the organization. 2. NP Members shall elect a Board of Directors (BOD) which shall be announced at the last educational or annual meeting of the fiscal year. 3. The BOD shall be responsible for managing the business affairs of NPGS. 4. The BOD and members shall be responsible for the provision of continuing education programs, legislative updates, student scholarships and the revision of the Bylaws as necessary. 5. Elected Officers and appointed committee members shall assume their duties by July 1 of the year in which they are elected. Section D: Non-members Health care professionals may participate at educational events at the cost approved by the Board of Directors. Article IV Dues 1. All active NP members shall pay annual dues, no matter what month they join. 2. Student NP dues shall be at a discounted rate. 3. BOD member dues shall be waived for the year served as an active board member in good standing. Article V - Meetings Section A: Calendar Year The calendar year of the NPGS shall begin July 1 and end June 30.. Section B: Meetings of the Board of Directors BOD meetings will be held at least 4 times per year. Time, place and agenda of the meeting will be posted on the NPGSpokane.org calendar. Any member may attend but may not vote. 2

3 Section C: Annual Meeting At least one business meeting of the membership shall be held per fiscal year in the month of September. Officers and appointed committees will present annual reports to the membership at the business meeting. Notification of annual business meeting will be given via the website at least 20 (twenty) days but not more than 50 (fifty) days prior. The agenda shall be available to members at least 10 (ten) days prior with notification of place, day and hour of the annual business meeting. Section D: Educational Meetings At least four educational meetings will be held each year. Topic, place and time will be posted on the NPGSpokane.org website calendar and ed to members a month, two weeks and one week prior to the event. Section E: Special Meetings In the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 (ten) nor more than 50 (fifty) days before the date of the meeting in writing or via . And special meetings may be called by the President or President-elect upon request of 20% of the voting membership. Section F: Meetings by Telephone Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Article VI - Rules of Business Section A: Parliamentary Authority In cases not otherwise provided for in these Bylaws, Robert s Rules of Order, newly revised, shall provide guidelines to govern the proceedings of the NPGS. Section B: Quorum 1. A quorum of the Board of Directors shall consist of a simple majority of the total number of members. A majority vote of those present shall be necessary for the adoption of any matter voted upon by the Board. 2. A quorum of the membership shall consist of a simple majority vote of those present and shall be necessary for the adoption of any matter voted upon by the members. 3

4 Section C: Amendments to the Bylaws 1. Revisions to these Bylaws require a two thirds (2/3rds) vote of the BOD and may be made at any meeting of the NPGS provided written notice of the proposed amendment has been presented to and discussed by the BOD at the previous meeting. 2. Any Bylaws revisions recommended by the BOD will be presented to the membership at least 30 (thirty) days prior to voting. A vote for the approval of the Bylaws revisions may be done by a simple majority vote of those present. Section D: Action by the BOD electronically Any action which could be taken at a meeting of the Board may be taken without a meeting. Any such record shall be inserted in the minute book as if it were the minutes of a Board meeting. For purposes of this record it means information inscribed on a tangible medium or contained in an electronic transmission. Section E: Conflict of Interest No board member may vote upon a matter coming before the board in which he or she has a direct financial or personal interest. Immediately upon becoming aware that such conflict may exist, the member must disclose the potential conflict to the other board members; withdraw from further deliberation on the issue and refrain from voting on the matter. Documentation of the disclosure and withdrawal shall be recorded in the organization minutes. Article VII - Board of Directors Section A: Authority The elected members of the Board of Directors have the authority and the responsibility to manage the organization consistent with these Bylaws and in the appropriate legal manner. 1. Manage the business and fiscal affairs of the NPGS. Monitor the income and disbursements of funds. 2. Suggest and appoint members for the committees, and appoint members and chairs for any ad hoc committees. 3. Support the committees and oversee the website content. Section B: Membership and Duties The BOD shall include the four elected officers, two to four (2-4) education members, one membership person, and one Legislative Liaison person. 4

5 The members of the BOD, also known as the executive committee of NPGS, shall consist of the following officers: 1. President (1) 2. President-elect (1) 3. Secretary (1) 4. Treasurer (1) 5. Membership (1) 6. Education (2-4) 7. Legislative Liaison (1) appointed position Section C: Terms of Office 1. President and President-Elect serve in respective positions for one year. 2. President-Elect serves for 2 years, the second year serving as President and is invited to participate as an ex-officio past-president on the BOD in the third year. 3. Secretary, Treasurer, Membership and Education committee members shall serve for two (2) years. Legislative Liaison is an appointed position each year. 4. No BOD member shall serve more than six consecutive years on the board in the same position. 5. If a vacancy occurs in the position of the President, the President-elect shall become President. If a vacancy occurs in any other office, the BOD shall, by majority vote, elect a successor to hold office for the unexpired term of the officer whose position has been vacated. 6. Any BOD member may resign at any time by delivering written notice to the President or the Secretary at the registered office of the corporation, or by giving oral or written notice at any meeting of the BOD. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 7. One or more members of the board may be removed from office, with or without cause, by a majority vote of the BOD. 5

6 Article V - Elections Section A: Nominating Committee A committee of at least two BOD members will be appointed by the President to secure potential nominees for the slate of vacant board positions starting in October. The Nominating Committee shall secure the consent of potential candidates prior to the ballot distribution in April. Section B: Election Process Nominations for board positions whose terms are expiring are sought in the first quarter of the year (January-March) through announcements at the educational meetings and submission of interest to any board member prior to the ballot distribution. The ballot is presented for vote at the April educational meeting. Members of the Board of Directors and Licensed NP members in good standing are eligible to vote. A majority vote of the returned ballots shall elect the officers. Announcement of elected board members shall be presented at the last meeting of the year. Article VI - Duties for BOD 1. The President, as executive officer, shall administer all business of the organization as provided by the Bylaws and serve as a representative of the organization. The President, with the approval of the BOD, shall appoint persons as necessary to conduct the business of the NPGS. 2. The President-Elect shall assume the role of the President when necessary and succeed into the President s position at the end of the term of office. The President- Elect shall chair the Scholarship committee and promote the purposes of the organization. 3. The Secretary shall serve as the corresponding and recording secretary. Additional duties may include monitoring and preparing the election ballot form. 4. The Treasurer shall prepare the budget and ensure an annual audit of the books. As custodian of NPGS funds, the Treasurer shall be responsible for all financial obligations. 5. The Education members shall be responsible for providing educational programs and securing continuing education credits for the programs. 6

7 6. The Membership person shall manage membership dues and roster, provide sign-in sheets and name tags at meetings. 7. The Legislative Liaison shall represent NPGS and communicate with the membership about legislative topics via the NPGS website, and at meetings. 8. Each officer/coordinator shall give a brief report at Board of Directors meeting and present an up to date verbal report for their activities to members attending the annual business meeting in September, and written upon request. Article VI - Finances Non-Profit Corporation status The organization is organized exclusively for charitable, religious, education, and or scientific purposes under 501 (c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these Articles, 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 (or the corresponding section of any future Federal tax code or (b) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code (or the corresponding section of any future Federal tax code). Article XII - Dissolution Revocation or Dissolution Upon revocation or dissolution of NPGS, all cash and other assets remaining after the payment all debts and liabilities incurred by the organization shall be paid to an organization(s) that is voted on by the membership and BOD. Money should be reserved to complete all business including filing taxes the following year. 7

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