FROM: ANA-Michigan Bylaws Committee Chair: Angela Brelinski Members: Phyllis Brenner, Naomi Ervin, Margaret Flatt and Carole Stacy

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1 MEMO TO: ANA-Michigan Membership FROM: ANA-Michigan Bylaws Committee Chair: Angela Brelinski Members: Phyllis Brenner, Naomi Ervin, Margaret Flatt and Carole Stacy DATE: August 14, 2015 RE: 2015 Proposed Bylaw Amendments Submitted for your consideration are the 2015 proposed changes to the Bylaws, which are shown on following pages. These changes include various clean-up items as well as substantive changes that reflect our ongoing commitment to this organization as it continues to evolve. Proposed amendments to the bylaws are presented in the order of suggested consideration: Amendment #1 to remove the mission and values from Article I, Section 2, and replace it with a purpose statement. After thorough research was completed, we concluded that the mission and values was unnecessary and should be replaced with a purpose statement. This statement will better serve to explain how we understand the importance of the membership and what their needs may be. Please see the Harvard Business Review article called Your Company s Purpose Is Not Its Vision, Mission, or Values dated September 3, 2014 if you would like to read a more in-depth explanation. Amendment #2 to clarify membership eligibility as suggested by ANA in a letter submitted October 22, Amendment #3 to clarify membership options, qualifications, and rights and obligations throughout the bylaws document. Amendment #4 to clarify the role of state-only members in positions that may have an impact on matters pertaining to ANA as suggested by ANA in a letter submitted October 22, Amendment #5 to remove the position of corresponding secretary as this position is no longer necessary due to hiring of an administrator. Amendment #6 to address that two sections of the bylaws address the work of the nominating committee These changes shall be submitted to the membership for vote at the upcoming ANA-Michigan Annual Assembly to be held on Friday, October 16, 2015 at 9:30 a.m. at the Kellogg Center and Hotel in East Lansing, Michigan. Please note: Proposed deletions are indicated with strikethrough font and additions are indicated with italicized and underlined font. Any surface grammatical and/or spelling errors will be corrected in the final stages of reissuing bylaws, following subsequent actions taken at the Membership Assembly.

2 Article I Name, Mission, Functions and Seal Section 2. Mission and Values a. Mission ANA-Michigan is the organization for all professional nurses that creates a community of excellence through networking and collaboration. This mission shall be unrestricted by consideration of age, color, creed, disability, gender, health status, income, lifestyle, nationality, race, religion or sexual orientation. b. Values As an organization of professional nurses, ANA-Michigan is committed to: i. Compassion, caring, and ethical values. ii. Client-centered relationships; Continuous development of self and others; iv. Accountability and responsibility for evidence based practice; and v. Collaboration and flexibility PROPOSED BYLAWS AMENDMENT #1 Article I Name, Mission Purpose, Functions and Seal Section 2. Mission and Values Purpose a. Mission The purpose of ANA-Michigan is the organization for all professional nurses that shall be to create creates a nursing community of excellence through networking and collaboration. This mission shall be unrestricted by consideration of age, color, creed, disability, gender, health status, income, lifestyle, nationality, race, religion or sexual orientation. b. Values As an organization of professional nurses, ANA-Michigan is committed to: i. Compassion, caring, and ethical values. ii. Client-centered relationships; Continuous development of self and others; iv. Accountability and responsibility for evidence based practice; and v. Collaboration and flexibility b. The purpose of the organization shall be unrestricted by consideration of age, color, creed, disability, gender, health status, lifestyle, nationality, race, religion, or sexual orientation. As our mission and values are always under review, having them within our bylaws (that can only be changed at the annual meeting) restricts any changes that might be made to enhance our organization. The addition of b was recommended from ANA Bylaws Committte. PROPOSED BYLAWS AMENDMENT #2 Article II Members, Associates and Dues Section 1. Composition Article II Members, Associates Student Subscribers and Dues Section 1. Composition Suggested change by ANA Bylaws Committee. a. Membership in ANA-Michigan/State Only and ANA-Michigan and ANA shall be composed of: i. Members who are Registered Nurses licensed in the State of Michigan or another state, District of Columbia, or territories or possessions of the United States, or ii. Registered Nurses, who are retired and/or no longer choose to practice, but whose license was in good standing with the licensing board at the time the nurse made the decision not to maintain an active license, and who does not have a license under suspension or revocation in any state. a. Membership in ANA-Michigan/State Only and ANA-Michigan and ANA shall be composed of: i. Members who are Registered Nurses licensed in the State of Michigan or another state, District of Columbia, or territories or possessions of the United States, or and does not have a license under suspension or revocation in any state, or is otherwise entitled by law to practice. ii. Registered Nurses, who are retired and/or no longer choose to practice, but whose license was in good standing with the licensing board at the time the nurse made the decision not to maintain an active license, and who does not have a license under suspension or revocation in any state, or was otherwise entitled by law to practice. ANA-Michigan 2015 Proposed Bylaw Changes Page 1

3 Article II Members, Associates and Dues Section 2, Qualifications a. A Member is a qualified member of ANA-Michigan and ANA: i. Who does not have a professional registered nursing license under suspension or revocation in any state, except the impaired registered nurse who is receiving or has received treatment for impairment is eligible for membership; ii. Whose application for membership has been accepted in accordance with the ANA-Michigan Bylaws; iv. Whose dues are not delinquent; and Whose membership is not under revocation for violation of the ANA Code of Ethics for Nurses. b. A Nursing Student Subscriber is a participant: i. Who is either currently enrolled in an accredited or approved pre-licensure nursing program and ii. Whose application has been accepted in accordance with the ANA-Michigan Bylaws. In that Nursing Student Subscribers are not Members, but are encouraged to share ideas; they have voice but no vote. c. Membership is unrestricted by consideration of age, color, creed, disability, gender, health status, income, lifestyle, nationality, race, religion, or sexual orientation. PROPOSED BYLAW AMENDMENT #3 Article II Members, Associates Student Subscribers and Dues Section 2, Qualifications a. A State/National Member is a qualified member of ANA-Michigan and ANA: i. Who does not have a professional registered nursing license under suspension or revocation in any state, except the impaired registered nurse who is receiving or has received treatment for impairment is eligible for membership; ii. Whose application for membership has been accepted in accordance with the ANA-Michigan Bylaws; iv. Whose dues are not delinquent; and Whose membership is not under revocation for violation of the ANA Code of Ethics for Nurses. b. A State-Only Member is a qualified member of ANA-Michigan: i. Who does not have a professional registered nursing license under suspension or revocation in any state, except the impaired registered nurse who is receiving or has received treatment for impairment is eligible for membership; ii. Whose application for membership has been accepted in accordance with the ANA-Michigan Bylaws; iv. Whose dues are not delinquent; and Whose membership is not under revocation for violation of the ANA Code of Ethics for Nurses. c. A Nursing Student Subscriber is a participant: i. Who is either currently enrolled in an accredited or approved prelicensure nursing program; and ii. Whose application has been accepted in accordance with the ANA-Michigan Bylaws, in that Nursing Student Subscribers are not Members, but are encouraged to share ideas; they have voice but no vote. d. Membership is unrestricted by consideration of age, color, creed, disability, gender, health status, income, lifestyle, nationality, race, religion, or sexual orientation. membership options, qualifications, and rights and obligations throughout the entire bylaws document. ANA-Michigan 2015 Proposed Bylaw Changes Page 2

4 Article II Members, Associates and Dues Section 3, Member Rights and Obligations Article II Members, Associates Student Subscribers and Dues Section 3, Member and Student Subscriber Rights and Obligations a. Each Member shall have the right to: i. Receive an ANA-Michigan/State Only or ANA-Michigan and ANA membership card and regularly issued ANA-Michigan e- newsletter, provided the member is an ANA-Michigan member; ii. Be eligible to be a candidate for elected or appointed Region positions and to serve on standing committees of the organizations; Be a candidate for ANA-Michigan elected and appointed Board officer positions in accordance with ANA-Michigan and ANA Bylaws and policies, provided the Member is a member of ANA- Michigan and ANA; iv. Be a candidate for ANA elected and appointed positions in accordance with the ANA Bylaws and policies, provided the Member is an ANA-Michigan and ANA member; v. Participate in ANA-Michigan elections; vi. Participate in ANA-Michigan and ANA elections including the election of delegates to the ANA Membership Assembly, provided the member is a member of ANA-Michigan and ANA; and vii. Participate in ANA-Michigan/State Only and other unrestricted ANA-Michigan/State Only activities provided the Member is a member of ANA-Michigan/State Only; v Attend the Congress of the International Council of Nurses of which ANA is a member, provided the Member is a member of ANA-Michigan and ANA. ix. Receive an ANA membership card and ANA news periodicals, provided the Member is a member of ANA-Michigan and ANA. b. Each Member shall have the obligation to: i. Abide by the ANA-Michigan and ANA Bylaws, as applicable to their membership status; and ii. Abide by the ANA Code of Ethics for Nurses, whether the Member is a member of ANA only or ANA-Michigan and ANA. c. Members of ANA-Michigan who reside in Michigan shall be members of a Region where one exists. Each Region shall require of its members the same qualifications for membership status, rights, responsibilities and discipline as herein stated. Members residing outside of Michigan, or those in Michigan who prefer, shall be Members of the Cyber Region. a. Each State/National Member shall have the right to: i. Receive an ANA Michigan/State Only or ANA-Michigan and ANA membership card and regularly issued ANA-Michigan e-newsletters; provided the member is an ANA-Michigan member; ii. Be eligible to be a candidate for elected or appointed Region positions and/or to serve on standing ANA-Michigan committees and councils ; Be a candidate for any ANA-Michigan elected and appointed Board officer positions in accordance with ANA-Michigan and ANA Bylaws and policies; provided the member is an ANA-Michigan and ANA member; iv. Be a candidate for ANA elected and appointed positions in accordance with the ANA Bylaws and policies; provided the member is an ANA-Michigan and ANA member; v. Participate as a member at the annual ANA-Michigan Membership vi. vii. v ix. Assembly in ANA-Michigan electives; Be eligible to be a candidate for the elected position of representative at the ANA Membership Assembly; Participate in ANA- Michigan and ANA elections including the election of delegates to the ANA membership Assembly: provided the member is a member of ANA-Michigan and ANA; and Participate in ANA-Michigan/State Only and other unrestricted ANA- Michigan/State Only activities; provided the member is an ANA- Michigan State Only member; Attend the Congress of the International Council of Nurses of which ANA is a member; and provided the member is a member of ANA- Michigan and ANA; Receive an ANA membership card and ANA news periodicals and other communications. provided the member is a member of ANA-Michigan and ANA. b. Each State-Only Member shall have the right to: i. Receive an ANA-Michigan/State Only membership card and ANA- Michigan e-newsletters; ii. Be eligible to be a candidate for elected and appointed Region positions and/or to serve on standing Committees and nonstanding Committees or taskforces; Participate as a member at the annual ANA-Michigan Membership Assembly; and iv. Participate in unrestricted ANA-Michigan activities. c. Each Student Subscriber shall have the right to: i. Receive a regularly issued ANA-Michigan e-newsletter; ii. Participate in unrestricted ANA-Michigan activities. d. Each Member and Student Subscriber shall have the obligation to: i. Abide by the ANA-Michigan and ANA Bylaws, as applicable to their membership status; and ii. Abide by the ANA Code of Ethics for Nurses, whether the Member is a member of ANA only or ANA-Michigan and ANA. e. Members of ANA-Michigan who reside in Michigan shall be members of a Region where one exists. Each Region shall require of its members the same qualifications for membership status, rights, responsibilities and discipline as herein stated. Members residing outside of Michigan, or those in Michigan who prefer, shall be Members of the Cyber Region. membership options, qualifications, and rights and obligations throughout the entire bylaws document. ANA-Michigan 2015 Proposed Bylaw Changes Page 3

5 Article IV Assembly Section 2, Composition Article IV Assembly Section 2, Composition a. All ANA-Michigan Members, who are Members in good standing and have been a Member for at least sixty (60) days prior to the Assembly s annual meeting or special meeting, as applicable, shall have a voice and vote at the Assembly on matters related to ANA- Michigan. b. All ANA-Michigan Members who are also Members of ANA who are Members in good standing and have been a Member for at least sixty (60) days prior to the Assembly s annual meeting or special meeting, as applicable, shall have a voice and vote at the Assembly on matters related to ANA. a. All ANA-Michigan State-Only Members, who are Members in good standing and have been a Member for at least sixty (60) days prior to the Assembly s annual meeting or special meeting, as applicable, shall have a voice and vote at the Assembly on matters related to ANA- Michigan. b. All ANA-Michigan State/National Members who are also Members of ANA who are Members in good standing and have been a Member for at least sixty (60) days prior to the Assembly s annual meeting or special meeting, as applicable, shall have a voice and vote at the Assembly on matters related to ANA-Michigan and to ANA. membership options, qualifications, and rights and obligations throughout the entire bylaws document. Article V Board of Directors Section 7, Qualifications Article V Board of Directors Section 7, Qualifications To be eligible to serve on the Board of Directors a person shall: a. Hold a current ANA-Michigan/State Only membership if serving as a region liaison or council representative to the Board and ANA- Michigan and ANA membership if an elected officer of the Board. b. Not concurrently serve as an Officer or Liaison (or its equivalent) of another organization, if such participation might result in a conflict of interest with ANA-Michigan, as determined by the Board of Directors. To be eligible to serve on the Board of Directors a person shall be a member in good standing and: a. Hold a current State/National membership or a ANA-Michigan/State- Only membership if serving as a region liaison or council representative to the Board and ANA-Michigan and ANA membership if an elected officer of the Board. b. Hold a current State/National membership if serving as an Officer of the Board. membership options, qualifications, and rights and obligations throughout the entire bylaws document. c. Hold a current and unrestricted RN license to practice in the State of Michigan. b. c. Not concurrently serve as an Officer or Liaison (or its equivalent) of another organization, if such participation might result in a conflict of interest with ANA-Michigan, as determined by the Board of Directors. c. d. Hold a current and unrestricted RN license to practice in the State of Michigan. ANA-Michigan 2015 Proposed Bylaw Changes Page 4

6 Article XIII Representation at the ANA Membership Assembly Section 1, Representation at ANA Membership Assembly Article XIII Representation at the ANA Membership Assembly Section 1, Representation at ANA Membership Assembly a. ANA-Michigan is entitled to representation at regular and special meetings of the ANA Membership Assembly in accordance with ANA Bylaws and policy. a. ANA-Michigan is entitled to representation at regular and special meetings of the ANA Membership Assembly in accordance with ANA Bylaws and policy. membership options, qualifications, and rights and obligations throughout the entire bylaws document. b. Representatives shall be elected by mail or electronic ballot to serve a two year term or until a successor is elected. i. The President of ANA-Michigan will serve for the two years of the presidency, by virtue of holding that position, as one of the two representatives granted to the state. b. Representatives shall be elected by mail or electronic ballot to serve a two year term or until a successor is elected. i. The President of ANA-Michigan will serve for the two years of the presidency, by virtue of holding that position, as one of the two representatives granted to the state. ii. The second ANA representative will be an ANA-Michigan and ANA member and will be elected for a two year period in odd number years, by ANA-Michigan and ANA members. ANA- Michigan/State Only members cannot participate in the election of the ANA Membership Assembly representatives. An alternate representative list will consist of candidates not elected and will be listed in descending order of votes received. Should either ANA representative not be able to attend the ANA membership assembly the recording secretary will contact the alternate representatives in descending vote order to assure adequate representation. ii. The second ANA representative will be an ANA-Michigan and ANA State/National member and will be elected for a two year period in odd number years, by ANA-Michigan and ANA State/National members only. ANA-Michigan/State Only members cannot participate in the election of the ANA Membership Assembly representatives. An alternate representative list will consist of candidates not elected and will be listed in descending order of votes received. Should either ANA representative not be able to attend the ANA membership assembly the recording secretary will contact the alternate representatives in descending vote order to assure adequate representation. Article XIV Relationship to ANA Membership Responsibilities Section 1, Relationship to ANA Membership Responsibilities Article XIV Relationship to ANA Membership Responsibilities Section 1, Relationship to ANA Membership Responsibilities The C/SNA/CMA is a constituent member of the American Nurses Association. a. ANA-Michigan shall pay dues to ANA in accordance with policies adopted by the ANA Membership Assembly. The C/SNA/CMA is a constituent member of the American Nurses Association. a. ANA-Michigan shall pay dues to ANA in accordance with policies adopted by the ANA Membership Assembly. membership options, qualifications, and rights and obligations throughout the entire bylaws document. b. ANA-Michigan is responsible to ANA for the payment of dues in accordance with the ANA Membership Assembly Dues Policy until such time that 2/3 of the entire ANA-Michigan and ANA membership votes to disaffiliate from ANA. The ANA-Michigan and ANA membership for these purposes is defined as members of both the state organization and national ANA. b. ANA-Michigan is responsible to ANA for the payment of dues in accordance with the ANA Membership Assembly Dues Policy until such time that 2/3 of the entire ANA-Michigan and ANA State/National membership only votes to disaffiliate from ANA. The ANA-Michigan and ANA State/National membership for these purposes is defined as members of both the state organization and national ANA. ANA-Michigan 2015 Proposed Bylaw Changes Page 5

7 Article VII Committees Section 3. Composition of Standing Committees b. The Bylaws Committee shall be appointed by the Board of Directors to serve two year terms of office with three-fifths (three of five committee members) appointed in even numbered years, and the other members (two of five committee members) appointed in odd numbered years. PROPOSED BYLAWS AMENDMENT #4 Article VII Committees Section 3. Composition of Standing Committees b. The Bylaws Committee shall be appointed by the Board of Directors to serve two year terms of office with a majority being state/national members. Appointment to this committee shall be as follows: three-fifths (three of five committee members) appointed in even numbered years, and the other members (two of five committee members) appointed in odd numbered years. i. Three of five members shall be appointed in even years. ii. Two of five members shall be appointed in odd years. The ANA Bylaws Review Committee recommends that there be clarification regarding the role of in-state only members on the Committee on Bylaws and other positions that may have an impact on ANA matters. For example, the ANA- Michigan bylaws committee may consider changes to who serves as Representative to the ANA Membership Assembly. PROPOSED BYLAWS AMENDMENT #5 Section 3. Composition Section 3. Composition The Board of Directors shall consist of five (5) voting Officers, one (1) nonvoting, ex-officio member (Past President), nine (9) voting Liaisons, four (4) voting Representatives (One from each of the Councils), and one (1) voting Representative from the Conference Planning Committee, as identified below: The Board of Directors shall consist of five (5) four (4) voting Officers, one (1) non-voting, ex-officio member (Past President), nine (9) voting Liaisons, four (4) voting Representatives (One from each of the Councils), and one (1) voting Representative from the Conference Planning Committee, as identified below: This position is no longer necessary with the hiring of staff to handle these duties. This bylaw change would be in effect at the end of the current corresponding secretary term (9/2016) Officers shall be a President, President Elect, Recording Secretary, Corresponding Secretary, and Treasurer (5). a. The Past President shall serve as an ex-officio member, who shall be given voice without vote at the Board of Directors. b. One Liaison shall represent each Region (9) c. One Representative shall represent each of the four (4) Councils d. One Representative shall represent the Conference Planning Committee Officers shall be a President, President Elect, Recording Secretary, Corresponding Secretary, and Treasurer (5 4). a. The Past President shall serve as an ex-officio member, who shall be given voice without vote at the Board of Directors. b. One Liaison shall represent each Region (9) c. One Representative shall represent each of the four (4) Councils d. One Representative shall represent the Conference Planning Committee ANA-Michigan 2015 Proposed Bylaw Changes Page 6

8 Section 6. Election and Terms of Office CURRENT LANGUAGE. PROPOSED LANGUAGE RATIONALE Section 6. Election and Terms of Office a. At alternating annual meetings of the Assembly, the Corresponding Secretary shall be elected by the Assembly in the even numbered years to serve for a two year term, or until a successor is appointed or duly elected. b. At alternating annual meetings of the Assembly, the Treasurer shall be elected by the Assembly in the odd numbered years to serve for a two year term, or until a successor is appointed or duly elected. a. At alternating annual meetings of the Assembly, the Corresponding Secretary shall be elected by the Assembly in the even numbered years to serve for a two year term, or until a successor is appointed or duly elected. b. a. At alternating annual meetings of the Assembly, the Treasurer shall be elected by the Assembly in the odd numbered years to serve for a two year term, or until a successor is appointed or duly elected. This position is no longer necessary with the hiring of staff to handle these duties. This bylaw change would be in effect at the end of the current corresponding secretary term (9/2016) c. At the respective annual meetings of the Assembly, the Board of Directors shall appointment members of the Bylaws, Finance, Ethics, and Conference Planning Committees consistent with Article VII Section 3 of the Bylaws. d. All terms of office begin upon election/appointment at the end of the annual meeting of the Assembly e. No Officer or Liaison representing a Region shall serve for more than two consecutive terms in the same office. No Representative representing a Council shall serve for more than four consecutive terms in the same office. No Officer or Liaison shall serve more than nine consecutive years on the Board of Directors (except where there are no candidates, in which case a Member may be appointed to serve in excess of 9 years). A Board member who has served more than half a term shall be considered to have served a full term. c. b. At the respective annual meetings of the Assembly, the Board of Directors shall appointment members of the Bylaws, Finance, Ethics, and Conference Planning Committees consistent with Article VII Section 3 of the Bylaws. d. c. All terms of office begin upon election/appointment at the end of the annual meeting of the Assembly. e. d. No Officer or Liaison representing a Region shall serve for more than two consecutive terms in the same office. No Representative representing a Council shall serve for more than four consecutive terms in the same office. No Officer or Liaison shall serve more than nine consecutive years on the Board of Directors (except where there are no candidates, in which case a Member may be appointed to serve in excess of 9 years). A Board member who has served more than half a term shall be considered to have served a full term. Section 12. Functions of Officers Section 12. Functions of Officers a. The Corresponding Secretary shall be accountable for drafting and providing correspondence and other documents to persons and organizations, as needed, on behalf of ANA-Michigan. b. The Recording Secretary shall be accountable for record keeping and reporting of meetings of ANA-Michigan. a. The Corresponding Secretary shall be accountable for drafting and providing correspondence and other documents to persons and organizations, as needed, on behalf of ANA-Michigan. b. a. The Recording Secretary shall be accountable for record keeping and reporting of meetings of ANA-Michigan. This position is no longer necessary with the hiring of staff to handle these duties. This bylaw change would be in effect at the end of the current corresponding secretary term (9/2016) c. The Treasurer shall be accountable for the fiscal affairs of ANA- Michigan and shall provide reports and interpretation of ANA- Michigan financial condition, as may be requested to the Board of Directors, the Assembly and the membership c. b. The Treasurer shall be accountable for the fiscal affairs of ANA-Michigan and shall provide reports and interpretation of ANA-Michigan financial condition, as may be requested to the Board of Directors, the Assembly and the membership. ANA-Michigan 2015 Proposed Bylaw Changes Page 7

9 Article VII Committees Section 5. Functions b. The Nominations Committee shall: PROPOSED BYLAWS AMENDMENT #6 Article VII Committees Section 5. Functions b. The Nominations Committee shall: The rationale is that both sections of the bylaws speak to the work of this Committee and need to be addressed. i. Perform the duties described in Article IX of the Bylaws and the procedures adopted by the Board of Directors; and ii. Oversee nominations for ANA-Michigan awards. i. Perform the relevant duties described in Article IX VII and Article IV, section 4 b of the Bylaws and the procedures adopted by the Board of Directors; and ii. Oversee nominations for ANA-Michigan awards. ANA-Michigan 2015 Proposed Bylaw Changes Page 8