NAHN Bylaws

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NATIONAL ASSOCIATION OF HISPANIC NURSES BYLAWS

Downloadable version

Revised on:

July 22, 2009
34th Annual NAHN Conference: Creating Pathways to Reduce Disparities
San Antonio, TX
Crown Plaza Hotel

NATIONAL ASSOCIATION OF HISPANIC NURSES BYLAWS

ARTICLE  I
Name and Office

Section 1. The name of this organization shall be the National Association of Hispanic nurses, hereinafter referred to as NAHN.

Section 2.  The principal office shall be located at 1455 Pennsylvania Ave, NW, Suite 400 Washington, DC 20004.

ARTICLE  II
Purpose and Function

Section 1.  Purpose

The purpose of NAHN shall be to foster the development and improvement of health care for all people and in particular the Hispanic ethnic groups through the concerted efforts of Hispanic nurses.

Section 2.  Function

NAHN shall have the following function:
A.    to have a voice in the planning of health service delivery to Hispanic communities of the United States and its jurisdictions;
B.    to compile and maintain a directory of Hispanic nurses;
C.    to promote leadership, professional, and educational advancement of Hispanic nurses to meet the health care needs of the Hispanic population;
D.    to promote research activities and seek grant-funding opportunities which address Hispanic, health promotion, illness prevention initiatives and the improvement of health care problems, common to Hispanic ethnic clients and communities;
E.    to identify the contributions that Hispanic nurses have made to research, education, and nursing practice;
F.    to strengthen the influence of Hispanic nurses on government and organized nursing through coordinated action
G.    to participate in setting health care policy that affects the Hispanic populations; and
H.    to be recognized and used as a resource in setting health care policy that affects the Hispanic population.

ARTICLE III
Members

Section 1.  Classification.  NAHN shall have the following membership classifications:
A.    Voting.  Any licensed nurse in the United States and its jurisdictions who are of Hispanic ancestry.
B.    Associate  Any licensed nurse who is not of Hispanic ancestry but is interested in helping to solve the problems and needs of the Hispanic Community.
C.    Affiliate  Any non-nursing health care professional who is interested in helping to solve the problems and needs of the Hispanic nurses.
D.    International Associate  Any nurse in their country of origin that does not reside in the United States and its jurisdictions but are of Hispanic ancestry.
E.    Student  Any Hispanic enrolled in a program leading to a nurse licensure.
F.    Emeritus  Any licensed nurse of Hispanic ancestry who is at least sixty-two (62) years of age and who is not employed full-time in the occupation of nursing.
G.    Honorary  Any individual who has gained national recognition in the field of nursing or contributed to health care of Hispanic communities, having been recommended by two members and having received a three-fourth (3/4) vote in the affirmative during an Annual Meeting.
H.    Corporate  Any corporation interest in assisting in solving the problems and in meeting the needs of the Hispanic community.

Section 2.  Good Standing  A member in good standing shall be one whose current dues have been paid in accordance with these bylaws, complies with the Articles of Incorporation and these bylaws, and who is not under disciplinary action.

Section 3.  Privileges of Membership

A.    Voting  All the privileges of membership, i.e. making motions, debating, holding office, and committee membership.
B.    Associate  All the privileges of membership except for voting.
C.    Affiliate  All the privileges of membership except for voting.
D.    International Associate  All the privileges of membership, except for making motions, voting, holding office and committee membership.
E.    Student  All the privileges of membership except for voting.
F.    Emeritus  All the privileges of membership and pays one-half of the dues.
G.    Honorary  All of the privileges of membership, except for making motions, voting, holding office, and committee membership and none of the obligations of membership.
H.    Corporate  All of the privileges of membership except for making motions, voting, holding office and committee membership.

ARTICLE IV
Chapters

Section 1.  Grant  A grant, the amount to be determined by the Board of Directors, shall be made available as “seed money” to establish new Chapters of NAHN.

Section 2.  Chapter Name and Logo
A.    NAHN Board of Directors shall define and determine the name and logo of the Chapter.
B.    The Chapter shall not alter or deviate from the name and logo defined by the NAHN Board of Directors.

Section 3. Conformance of Chapter Bylaws

A.    The proposed Chapter shall develop bylaws that do not conflict with NAHN’s bylaws or Articles of Incorporation.  Chapters are included in NAHN’s Articles of Incorporation.
B.    Chapter bylaws shall be submitted to NAHN’s Bylaws Committee Chairman prior to the formation or chartering of the Chapter for review for conformance to NAHN’s bylaws.
C.    All Chapter proposed amendment(s) or revision(s) shall also be submitted for review to the NAHN’s Bylaws Committee Chairman prior to adoption.

Section 4. Voluntary Dissolution of a Chapter
A.    The NAHN president and members of the Chapter seeking dissolution shall receive a notification letter of intent within thirty (30) days.
B.    A local Chapter shall be dissolved by a two-thirds (2/3) mail ballot of their membership.
C.    A dissolving Chapter Board of Directors shall liquidate the assets and pay outstanding accounts.  All records and monies shall be transferred to NAHN’s Treasurer after an audit has been conducted.
D.    Notice of the Chapter dissolution shall be posted on NAHN’s website and in NAHN’s publication.

ARTICLE V
Membership Year and Dues

Section 1.  Membership Year.  The membership year shall begin with the date that the NAHN Treasurer received dues payment.

Section 2. Membership Dues
A.    Membership dues shall be proposed by the Board of Directors and approved by the membership at the Annual Meeting.
B.    NAHN staff shall notify members concerning renewal of dues two (2) months prior to the set membership anniversary date.
C.    Members whose dues become delinquent after 30 days of the set membership anniversary date, shall be dropped from the membership list and receive a reinstatement notice.

Section 3. Reinstatement  Reinstatement of membership is immediate upon receipt of dues in arrears or if a member resigned in good standing.

ARTICLE VI
Membership Meetings

Section 1. Time, Place and Notification
A.    There are two types of membership meetings.  The Annual Meeting is held on odd years, and the Biennial Meeting is held on even years.
B.    The Biennial Meeting shall be designated as the general election meeting.

Section 2.  Special Meetings  The President and the Board of Directors shall call for a special meeting of the membership upon proper notification of the membership of forty-five (45) days and posting on the website.

Section 3.  Quorum  A quorum at all meeting shall be fifteen (15) voting members from the membership with representation from at least five (5) different states.

ARTICLE VII
Electronic Communication

NAHN is a democratic deliberating assembly.  Use of electronic media shall not replace the presentation of issues, discussion, and voting in the membership.

Section 1.  Teleconference and Videoconference Meetings
A.    Board of Directors authorized teleconference and/or videoconference meetings may be utilized by the Executive Committee, Board of Directors, and/or a committee or subcommittee, provided that a 48-hour notice is given to its members.
B.    With a quorum of two-thirds (2/3) of committee members, motions may be voted upon by a roll call vote.
C.    The teleconference and/or videoconference meeting minutes shall be approved at the next in-person meeting or at the Annual Meeting.

Section 2.  Electronic Mail (E-Mail)  Electronic mail shall be used for the dissemination of information and to facilitate communication within NAHN.

ARTICLE VIII
Officers

Section 1. Officers  The officers of NAHN shall be a President, Vice-President, President-Elect, Secretary, and a Treasurer.

Section 2.  Qualifications for Officers  Voting members of NAHN shall be eligible to hold elected offices.

Section 3.  Term of Office  Officers shall be elected at the Annual Meeting held in even-numbered years for a term of two (2) years or until their successors are elected.  No officer shall serve more than two (2) consecutive terms.

Section 4.  Vacancies
A.    If a vacancy occurs in the position of President, the Vice-President shall become President.
B.    If a vacancy occurs in any other office, except President-Elect, the Board of Directors, by majority vote, shall elect a successor for the unexpired term.
C.    If a vacancy occurs in the position of President-Elect, that office shall remain vacant until the next election at the Biennial Meeting.
1.    The President and the Board of Directors shall appoint a member to coordinate and be responsible for the Annual Meeting.
2.    If four (4) members to the Development Committee have not been appointed, the Board of Directors shall appoint at least four (4) members to assist the appointee that shall coordinate the Annual Meeting.

Section 5.  Duties of Officers

A.    The President shall:
1.    represent NAHN and facilitate the smooth functioning of the Executive Committee, Board of Directors, and membership;
2.    preside at all regular and special meetings of NAHN, the Board of Directors, and the Executive Committee;
3.    be an ex officio member of all committees, except the Nominating Committee;
4.    prepare reports for the Executive Committee, Board of Directors, and for the Annual Meetings;
5.    appoint three (3) members to the Awards and Scholarship, Bylaws, Finance, Membership, Policy, and Public Relations Committees;
6.    manage and supervise NAHN staff;
7.    prepare with the assistance of the Secretary agendas, correspondence, and documents;
8.    appoint special committees;
9.    appoint with the approval of the Board of Directors, the editor of the official publication; and
10.    perform other duties that may arise concerning the business of NAHN, and as may be directed by the Board of Directors.

B.    The Vice-President shall:
1.    serve as the presiding officer in the absence of the President;
2.    in the event of disability or resignation of the President, serve as President for the remainder of the unexpired term;
3.    prepare for the office of President by becoming familiar with the presidential duties and responsibilities, issues and reports; and
4.    perform other duties as directed by the Board of Directors.

C.    The President-elect shall:
1.    become President when the President’s term of office expires;
2.    prepare and coordinate the Annual Meeting with the Development Committee; and
3.    appoint two (2) members to the Development Committee.

D.    The Secretary shall:
1.    record the proceedings of all meetings of NAHN, the Board of Directors, and the Executive Committee, and disseminate minutes as appropriate;
2.    assist the President in the preparation of agendas and materials for the meeting of the Executive Committee, Board of Directors, and Annual Meetings;
3.    in the absence of the President and Vice-President, call the meeting to order and conduct an election of a chairperson Pro Tem (temporary person);
4.    except those specifically assigned to other officers and chairpersons, have custody of all books and papers, i.e. Executive Orders, Protocol Manuals, Articles of Incorporation and bylaws;
5.    notify the presiding officer of the presence of a quorum;
6.    maintain a file of committee reports;
7.    prepare and maintain a file of incoming and outgoing correspondence;
8.    assist the Treasurer in compiling appropriate tax exemption forms;
9.    receive the proposed candidate slate and post it on the website 90 days before the election; and
10.    notify the candidates the results of the election and post the election results on the website.

E.    The Treasurer shall:
1.    have custody of NAHN fiscal funds:
2.    receives and deposits all incoming funds and disburse funds for Board of Directors approved activities;
3.    be bonded;
4.    be an ex officio member of the Finance Committee and present the Finance Committee recommendations to the Board of Directors;
5.    prepare the budget, and a Treasurer’s report to the Finance Committee, the Board of Directors, and Annual Meetings;
6.    prepare and submit a special report on external funding;
7.    prepare a supplementary report, dating from the last Treasurer’s report for the incoming officer and Board of Directors;
8.    initiate and complete with the secretary appropriate tax forms; and
9.    in conjunction with the Finance Committee, present annually to the Board of Directors recommendations concerning dues.

F.    The Immediate Past President   The Immediate Past President shall be entitled to attend Board of Directors and membership meetings, make motions and vote at these meetings.

Section 6. Completion of Term of Office
A.    Each officer shall deliver to successors all books, papers, and records covering all transaction occurring during their respective two (2) year term of office within thirty (30) days of completion of term of office, close of the Annual Meeting, or resignation.
B.    Officers shall submit an annual report to the membership at the Annual Meeting.

ARTICLE IX
Nominations and Elections

Section 1. Nominating Committee
A.    Composition  The Nominating Committee shall be composed of five (5) members, two (2) members appointed by the Board of Directors and three (3) members elected by the membership.  The Nominating Committee members shall elect the committee chairperson.
B.    Duties.  The Nominating Committee shall:
1.    recruit and prepare a slate of candidates, under strict, confidential protocols, to be elected at the Biennial Meeting (even numbered years);
2.    recruit one candidate for each office, except for the office of President, unless there is a vacancy in the office of President-Elect.  That office shall remain vacant until the next Biennial Meeting at which time a candidate shall be recruited for the office of President-Elect.
3.    obtain a statement of consent to serve and their qualifications for office; and
4.    no later than ninety (90) days prior to the Biennial Meeting, forward the slate of candidates to the NAHN Secretary who places it on the website.

Section 2. Elections and Installation
A.    Ballots are mailed to the membership forty (40) days prior to the start of the Biennial Meeting.
B.    A ballot may be re-issued, if deemed appropriate, by the chairperson of the Nominating Committee.
C.    The election shall be decided by the candidate receiving the highest number of votes cast, and a tie vote is determined by lot.
D.    If an election is contested, a Professional Registered Parliamentarian or Registered Parliamentarian shall review the protocols utilized by the Nominating Committee.  The decision that the election was valid or invalid is determined by the Professional Registered Parliamentarian or Registered Parliamentarian.
E.    Election results are presented to the Board of Directors before the Biennial Meeting.  Candidates are notified by the NAHN Secretary, and the names of the elected members are placed on the website.
F.    Installation of officer shall be at the Biennial Meeting.

ARTICLE X
Board of Directors

Section 1. Composition  The Board of Directors shall be composed of the President, Vice-President, President-Elect, Secretary, Treasurer, Immediate Past President, and five (5) Directors elected by the voting membership at the Biennial Convention.  Dr. Ildaura Murillo-Rhode, leader and founder of NAHN, will hold the position of Board of Director Member Emeritus.

Section 2. Duties  The Board of Directors shall:
A.    in accordance with these bylaws and subject to the orders of the membership, manage the affairs of NAHN between meetings;
B.    delegate its authority as it deems appropriate in accordance with these bylaws;
C.    fill all vacancies on the Board of Directors except President-Elect;
D.    meet at least once a year, at the call of the President and/or at the written request of any five (5) members of the Board of Directors;
E.    consider recommendations received from the Executive Committee that an officer or chairperson who fails to perform the duties of the office, after written notification to that officer or chairperson, resign;
F.    appoint at least two (2) members to the Development Committee;(see Article XII Section 1.B.)
G.    determine the date and the facility for the membership meetings based on the recommendations of the President-Elect and the Development Committee;
H.    appoint two (2) members to the Awards and Scholarship, Bylaws, Finance, Membership, Nominating, Policy and Public Relations Committees;
I.    appoint a parliamentarian or retain the service of a Professional Registered Parliamentarian or Registered Parliamentarian for NAHN meetings;
J.    appoint an archivist/historian for NAHN, whose term of service shall be determined by the Board of Directors; and
K.    review annually the recommendations from the Finance Committee and the Treasurer concerning dues.

Section 3.  Reports of Members  Board of Directors members shall submit an annual report to the membership and at the Annual Meeting.

Section 4. Quorum  Six members of the Board of Directors shall constitute a quorum, including at least two officers of which shall be the President, Vice-President, President-Elect, Secretary, or Treasurer.

ARTICLE XI
Executive Committee

Section 1.  Composition  The Executive Committee shall be composed of the President, Vice-President, President-Elect, Secretary and Treasurer.

Section 2.  Duties  The Executive Committee shall:
A.    report activities to the Board of Directors;
B.    meet between scheduled Board of Directors meeting, when necessary;
C.    act on personnel matter of the employees of NAHN; and
D.    recommend to the Board of Directors the resignation of an officer or chairperson who fails to perform the duties of the office after written notification to that officer or chairperson.  Additional actions constituting sufficient cause for removal are actions prejudicial to the function and purpose of NAHN, misconduct in office, and misappropriation of funds.  (See Article X. Section 2.E.)

Section 3.  Quorum  Three (3) members shall constitute a quorum.

ARTICLE XII
Standing and Special Committees

Section 1.  Standing Committees.  The standing committees of NAHN shall be: Awards and Scholarship, Bylaws, Development, Finance, Membership, Policy and Public Relations.
A.    All standing committees, except Development, shall be composed of at least five (5) members.  The President shall appoint three (3) members and the Board of Directors shall appoint two (2) members.
B.    The Development Committee shall be composed of at least four (4) members.  The President-Elect and the Board of Directors shall each appoint two (2) members.

Section 2. Duties of Standing Committees
A.    The Awards and Scholarship Committee shall:
1.    review nominees that were nominated by and from the membership and select scholarship recipients;
2.    present selections to the NAHN Board of Directors in the following categories:
a.    The Dr. Ildaura Murillo-Rohde Award for Academic Excellence;
b.    The Henrietta Villaescusa Award for Community Service;
c.    The Dr. Ildaura Murillo-Rohde Scholarship Award for Hispanic students enrolled in a nursing program leading to licensure;
d.    The Dr. Janie Menchaca Wilson Award for outstanding Leadership;
e.    The Sara Gomez Erlach Humanitarian Award; and
f.    Hispanic Nurse of the Year.

B.    The Bylaws Committee shall:
1.    Receive, consider, and edit proposed amendment(s) to the bylaws submitted by the Board of Directors or a Chapter provided that such proposed amendment(s) shall have been received by the Bylaws Committee at any time prior to thirty (30) days prior of the Annual Meeting;
2.    be authorized to originate such proposed amendment(s) to the bylaws as the committee may deem appropriate or desirable; and
3.    ensure that the membership is notified of the proposed amendment(s), with committee recommendations, in accordance with Article XV..

C.    The Development Committee shall:
1.    work closely with the President-Elect during Annual and Biennial Meetings and conference planning;
2.    assist in planning and recommending short and long range programs and conferences;
3.    establish fund-raising projects within the nonprofit tax status of NAHN; and
4.    actively seek sponsorship funding and grants for programs and continuing education.

D.    The Finance Committee shall:
1.    provide support to the Treasurer and ensure responsible management of fiscal affairs;
2.    provide consultation and recommendations for fiscal policies, procedures and NAHN dues;
3.    contribute to the annual financial report of the Treasurer.; and
4.    provide annually to the Treasurer recommendations concerning dues.

E.    The Membership Committee shall:
1.    devise means to recruit and retain membership;
2.    foster the development of new Chapters; and
3.    assist in solving challenges that may arise in existing Chapters.

F.    The Policy Committee shall:
1.    integrate NAHN’s purpose with related public policy issues and address the challenges;
2.    develop position papers for discussion and action by the Board of Directors and the membership.
3.    seek collaboration with the private, public, and governmental entities in matters of public health as they relate to Hispanics;
4.    be requested, if necessary, to serve as NAHN representatives on boards, commission, and task forces; and
5.    develop endorsement policies and guidelines for externally-funded sources.

G.    The Public Relations Committee shall:
1.    promote and disseminate NAHN’s purpose and function;
2.    utilize the website for presentation of current information with updates;
3.    contribute to the NAHN publication and Chapter newsletters; and
4.    originate press releases on relevant issues in Hispanic health.

ARTICLE XIII
Official Publication

NAHN shall establish and maintain an official publication with an appropriate title.

ARTICLE XIV
Parliamentary Authority

Section 1. The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the proceedings of NAHN, in all cases in which they are not inconsistent with these bylaws or with any special rules of order adopted.

Section 2.  The Board of Directors shall appoint, or retain the services of a Professional Registered Parliamentarian or Registered Parliamentarian for NAHN meetings.

ARTICLE XV
Amendments and Revision to Bylaws

Section 1.  Amendment of Bylaws.  These bylaws may be amended at the Annual Meeting:
A.    by a two-thirds vote, provided that advance notice shall have been given to the membership, not less than then (10) days and no more than forty-five (45) days prior to the Annual Meeting;
B.    provided that the amendment(s) shall have been submitted by the Bylaws Committee, or submitted to the Bylaws Committee by the Board of Directors or a Chapter at least thirty (30) days prior to the Annual Meeting; and
C.    provided that the proposed amendment(s) have been posed on NAHN’s website, sent by mail, or printed in NAHN’s publication.

Section 2.  Revision of Bylaws
A.    No revision of these bylaws shall be in order unless such revision has been previously authorized by a majority vote at an Annual Meeting and a special committee appointed for the purpose of drafting such a revision.
B.    Notice of revision and adoption of revision shall be the same as for amendment(s).

Section 2.  The bylaws may be amended or revised provided that advance notice be given to the membership, not less than ten (10) days and no more than forty-five (45) days prior to the Annual Meeting.

Articles of Incorporation
Adopted:    June 29, 1977
Amended:    October 16, 1979

Bylaws
Adopted:    1981
Amended:    September 22, 1985
July, 1986
July 1989
July 15, 1992
July 22, 1994
July 29, 1995
July 27, 1996
July 23, 1999
July 21, 2000
July 19, 2001
July 18, 2002
July 16, 2003
July 14, 2004
July 20, 2005
July 19, 2006
July 22, 2009

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