NM ENA Bylaws

EMERGENCY NURSES ASSOCIATION
New Mexico State Council
BYLAWS
As amended, 1/25/03
 
ARTICLE I: NAME
 
The name of this organization shall be THE NEW MEXICO EMERGENCY NURSES ASSOCIATION of the Emergency Nurses Association, incorporated as a not for profit organization in the State of New Mexico. It may also be referred to as the “New Mexico State Council ofENA.” For the purposes of these bylaws it shall be referred to as “The State Council.” The State Council will include the entire membership. 
 
ARTICLE II: PURPOSE AND OBJECTIVES
 
Section 1
 
The purposes for which the corporation is organized are educational, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including but not limited to the advancement of emergency nursing through education and public awareness. 
Section 2
The State Council has the following objectives:
A.         To develop and maintain a statewide network of Emergency Nurses in New Mexico.
                        B          To define and address issues affecting the practice of Emergency Nursing and the delivery of emergency care within the state.
C.        To monitor legislative, regulatory, and policy issues in New Mexico, which affect the practice of emergency nursing or delivery of emergency care.
D.        To provide continuing education opportunities for emergency nurses in New Mexico.
E.         To provide a networking structure to address professional emergency nursing issues.
F.                  To be involved in educating the public with respect to accident and disease prevention, emergency care and to such other issues as the expertise of Emergency Nurses may be of value.
G.                 To promote wellness, illness, and injury prevention within the state of New Mexico.
H.                 Other objectives as deemed appropriate by ENA or the State Council so long as they do not conflict with the Bylaws and Procedures of the national association.
Section 3
            Limitations:
A.            No part of the net earnings of the New Mexico ENA shall be used solely for the        benefit of any private individual. However, members, directors, and/or officers         may be reimbursed for reasonable services rendered or repayment of                      expenses. The New Mexico ENA shall not participate in or intervene in                    (including the publication or distribution of statements) any political campaign on       behalf of any candidate for public office.
B.         No assets of the New Mexico ENA shall be donated, distributed, applied to, paid over or otherwise used or employed in any manner that would disqualify the New Mexico ENA from being exempt from taxation.
 
ARTICLE III: CHARTER AND AFFILIATION
 
The State Council is chartered by and affiliated with the Emergency Nurses Association, the professional association for the specialty of Emergency Nursing, herein after referred to as “ENA” or “the national association.”
A.         A formal charter certificate shall be issued by ENA, in accord with its Bylaws and Procedures,allowing the State Council to be its New Mexico affiliate.
B.         Failure of the State Council to adhere to bylaws and procedures consistent with those of the national association shall be cause for suspension or revocation of the State charter by ENA.
 
ARTICLE IV: MEMBERSHIP
            A.         “Definitions.” For the Purposes of these Bylaws, the following definitions apply:
1.         “Member” means a national member of ENA as defined in the Bylaws of the National Association whom:
                                    a)         Resides in New Mexico, or
b)         Has requested through the National Association to be affiliated with New Mexico, in accordance with the Procedures of the national association.
                        2.         “Membership” means the aggregate of ENA members in New Mexico.
            B. Composition:
1.         Six Directors At Large elected to the State Council each year.
2.         The Immediate Past-President of the State Council shall serve one additional year as an Ex-Officio voting Representative to the State Council.
            C. Term for Directors At Large:
1.      Directors At Large elected to the State Council serve a term of one year, which shall commence on January 1 and terminate on December 31st
D. Eligibility Requirements:
1.         Directors at Large must be current Active Members of the Association.
 
ARTICLE V: EXECUTIVE OFFICERS (EOs)
 
            A.         EOs and Qualifications.
                        1.         The EO of the State Council shall consist of the following:
                                    a)         President
                                    b)         President‑elect
                                    c)         Secretary/Treasurer
                                    d)         Immediate Past President
                        2.         Qualifications:
a)         National association membership shall be current at the time of election and shall be maintained by the officer for the duration of the term of office.
b)         Active licensure as a Professional Registered Nurse (RN) shall be current at the time of election and shall be maintained by the officer for the duration of the       term of office.
c)         A candidate for State Council Officer must be a current ENA member who is willing to commit to regular attendance at regularly scheduled business meetings and accept the responsibilities outlined below. Absenteeism in excess of three (3) consecutive meetings is considered an automatic resignation from the EO and Director at Large positions.
d)         The term of office shall be one year, which shall begin on January 1 and run through December 31 or until a successor is elected. This will be completed by October 31 of the current year.
            B.         Duties and Term of Office
                        1.         President
                                    a)         The President shall:
1)         Serve as the ChiefElected Officer of the State Council.
                                                2)         Coordinate all State Council administrative activities.
3)         Appoint committee chairs and members.
4)         Be responsible for filing an annual status report as required by the National Association.
5)         The President shall be responsible for filing all reports required by the State Corporation Commission.
                        2.         President‑elect
                                    a)         The President‑elect shall:
1)         Perform such duties as delegated by the President.
            2)         Succeed to the office of President at the expiration of the President’s term.
b)         In the event the position of President is vacated, the President‑elect shall serve the remainder of the presidential term of office and the term for which elected.
c)         In the event the office of President‑elect becomes vacant, the State Council may elect a successor from among its voting Representatives. Any President‑elect chosen in this manner shall serve only the remaining term of office.
3.         Secretary/ Treasurer
                                    a)         The Secretary/ Treasurer shall:
1)         Take meeting minutes and provide a copy for distribution two weeks prior to the next scheduled meeting.
2)         Be responsible for official communications as delegated by the President or the State Council.
3)         Maintain the official records of the State Council.
4)         Maintain the financial records of the State Council in accord with the requirements of the National Association and with generally accepted accounting procedures.
5)         Maintain the bank account(s) of the State Council and make authorized disbursements.
6)         In conjunction with the President, present an annual budget proposal for the State Council.
7)         Prepare an annual financial statement (Balance Sheet) and Statement of Revenues and Expenses) for the State Council.
8)         Submit the financial report to the national association by June 1 of each year.
9)         Maintain such corporate financial and tax records as required by the National Association, the IRS, and the State of New Mexico.
10)              Obtain the approval from the Board of Directors prior to any unbudgeted disbursement of funds.
11)              Insure transfer at the conclusion of the term of office to the succeeding Secretary/Treasurer.
b)         In the event the Office of Secretary/Treasurer becomes vacant, the State Council may elect a new Secretary/Treasurer from among its membership, to serve the remainder of the term.
 
4.         Past-President
a)         The Past-President shall:
                                                1)         Orient the President to the new role.
2)         Serve as mentor and consultant to the President.
3)         Function as the chairperson of the Communications and Nominations committees for the next election year.
            C.        Executive Board of Directors:
                        1.         The EOs shall constitute this Board.
                        2.         The President shall call Meetings of this Board.
3.         The Board shall manage the business affairs between meetings. They shall perform other duties as defined in these Bylaws or as delegated by the State Council. Actions of this Board shall not conflict with policy decisions or official positions of the State Council.
4.         The President and two other officers shall constitute a quorum of the Directors.
D.        Removal from Office:
Executive Officers and Directors at Large serve at the predilection of the State Council and may be removed by a vote of the State Council. The minimum vote requirement is three members from the Executive Board and the majority of members present.
 
ARTICLE VI: MEETINGS.
 
            A.         Frequency and Purpose of Meetings:
                        1.         The State Council shall hold at least four scheduled business meetings each year.
            2.         The meeting at which Delegates to the General Assembly of the National Association will be announced at the May meeting of the calendar year.
3.         The State Council shall co-sponsor at least one educational meeting each year.
4.         Special Meetings of the Board of Directors may be called upon request of the President.
            B.         Quorum:
The minimum vote requirement is three members from the Executive Board and the majority of members present.
            C.        Open Meetings:
1.         Meetings of the State Council shall be open to any member of ENA, except as noted below.
2.         Portions of meetings may be closed by majority vote of the Board of Directors if a quorum is present. A summary of any business transacted in closed session shall be published in the minutes.
 
ARTICLE VII: COMMITTEES
 
A.         The State Council shall attempt to maintain the following standing committees:
                        1.         Education/Prevention
                        2.         Government Affairs/Nursing Practice
                        3.         Trauma/Pediatrics
                        4.         Communications/Nominations
B.         The State Council shall create, maintain, and charge such other committees, as it deems necessary to manage its affairs and to achieve the purpose and objectives of the State Council and of the National Association.
C.           Committees other than standing committees shall be created by a quorum.
D.        The President and President-elect shall appoint a chair and members to each committee.
1.         The term of the chair and members of each committee shall coincide with the term of the committee.
2.         The President shall be a non-voting ex‑officio member of all committeesexcept the Communication/Nominations committee.   The President shall retain voting privileges in the circumstance a tiebreaker vote is required.
3.         Appointments to the Trauma/Pediatric committee must meet any qualifications for membership on such committees established by the National Association.
4.         Committee chairs and committee members must be a member of the National ENA and a member of the New Mexico State Council.   
            F.         Nominations Committee:
1.         TheBoard of Directorsmay charge a committee to verify eligibility for candidacy, oversee, and conduct all state level nominations and elections each year.
2.      The Nominations Committee may solicit additional nominees for Directors At Large, State Council Officers, and Delegates as circumstances warrant, however, there shall be no distinction made on any ballot as to which candidates are self‑nominated and which were solicited by the Nominations Committee.
 
ARTICLE VIII: ELECTIONS.
 
            A.         Representatives to the Board of Directors:
                        1.         Candidates may run for only one office.
2.            The Board of Directors must be elected by a majority of returned votes by           October 15th of each year. This process will be conducted by ballot.
3.         Candidates for office shall submit a written statement for inclusion on the ballot.
4.         Elections shall be held by ballot and completed by October 15. Each member is entitled to vote for six Directors At Large and 4 EOs.
5.         The nominees with the highest numbers of votes shall be elected.
6.         Results will be tabulated and reported to the National Association no later than October 31.
            B.         Delegates to the General Assembly:
1.         The Bylaws and Procedures of the National Association shall determine the number of delegates to the National Association’s annual General Assembly.
2.         The Board of Directors will select delegates using a point system.
                        3.         Additional Delegates:
a)         Ninety days prior to the General Assembly each year, the National Association shall inform the State Council of how many additional delegates are to be selected according to the Bylaws and Procedures of the National Association.
b)         The Board of Directors shall issue a call for nominations no later than 90 days prior to the General Assembly.
c)         Any member in good standing may make a self-nomination. By so doing, the member is indicating willingness and ability to serve, and to bear any unsubsidized costs of attendance if elected Delegate.
4.         Funding:
a)         Each year the Board of Directors will determine the amount of funding for delegates to attend the General Assembly. 
b)         This information, as well as a description of any point‑system being used to screen nominees, shall be available to all potential nominees at the time nominations are called for.
 
ARTICLE IX: INDEMNIFICATION
 
The association shall indemnify all Officers/Directors or any employees for expenses incurred with the defense or settlement of any claim against such person by reason of service as Officer/Director or employee unless a judgment or adjudication shall establish that such claim arose from any dishonest, fraudulent, criminal, malicious, or knowingly wrongful act, error, or omission of such person.
 
ARTICLE X: PARLIAMENTARY AUTHORITY
 
These Bylaws, the current edition of Robert’s Rules of Order, Standing Rules, and any Special Rules of Order adopted by the State Council shall govern all meetings of the State Council provided they are not in conflict with the Bylaws and Procedures established by the National Association.
 
ARTICLE XI: DISSOLUTION
 
In the event of the dissolution of this Corporation/State Council the net assets of this Corporation/State Council shall be distributed by first paying all liabilities and obligations of this Corporation/State Counciland then by transferring any remaining assets to the national office of the Emergency Nurses Association.
 
ARTICLE XII: AMENDMENTS
 
            A.         Mechanism:
1)         Amendments to these Bylaws may be proposed by the Board of Directors, a committee of the State Council charged with amending or revising the Bylaws or by a written request of ten (10) State Council Members.
2)         The National Association in accord with its Bylaws and Procedures before being voted upon by the State Council must approve proposed amendments to these Bylaws.
            B.         National Association Bylaws and Procedures:
Any amendment to the national association Bylaws and Procedures, which has direct application to these Bylaws, shall have precedence and will automatically take effect.

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