NM ENA Bylaws
EMERGENCY NURSES ASSOCIATION
New Mexico State Council
BYLAWS
Approved July 27, 2011
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 of ENA.” 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: OBJECTIVES
Section 1 Purpose
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 Mission
The mission of the ENA is to advocate for patient safety and excellence in emergency nursing practice.
Section 3 Objectives
The State Council has the following objectives:
A. To develop and maintain a statewide network of Emergency Nurses in New Mexico.
B. To 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 promote wellness, illness, and injury prevention within the state of New Mexico.
G. 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.
ARTICLE III: MEMBERS
Section 1 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.
ARTICLE IV: EXECUTIVE COMMITTEE
Section 1 Composition, Qualifications and Duties
A. The committee 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 committee shall not conflict with policy decisions or official positions of the State Council.
B. Composition
The Executive Committee of the State Council shall consist of the following:
a) President
b) President‑elect
c) Secretary
d) Treasurer
e) Immediate Past President
C. Qualifications:
a) National association membership and active licensure as a Registered Nurse shall be current at the time of election and shall be maintained by the officer for the duration of the term of office.
b) 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.
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.
D. Duties
1. President
a) The President shall:
1) Serve as the Chief Elected Officer of the State Council and shall serve as the official ENA representative and spokesperson, unless such duty is delegated
2) Coordinate all State Council administrative activities
3) Appoint committee chairs
4) Be responsible for filing an annual status report as required by the National Association.
5) Fill, with the approval of the board, vacancies on committees that occur during the term of office
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.
3. Secretary
a) The Secretary 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. Treasurer
a) The Treasurer shall:
1) Maintain the financial records of the State Council in accord with the requirements of the National Association and with generally accepted accounting procedures.
2) Maintain the bank account(s) of the State Council and make authorized disbursements.
3) In conjunction with the President, present an annual budget proposal for the State Council.
4) Prepare an annual financial statement (Balance Sheet) and Statement of Revenues and Expenses) for the State Council.
5) Submit the financial report to the national association by June 1 of each year.
6) Maintain such corporate financial and tax records as required by the National Association, the IRS, and the State of New Mexico.
7) Obtain the approval from the Board of Directors prior to any unbudgeted disbursement of funds.
8) Insure transfer at the conclusion of the term of office to the succeeding Secretary/Treasurer.
5. 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.
6. Vacancies
A. If the office of president becomes vacant, the president-elect shall succeed to the office of president for the unexpired term and shall subsequently serve the one-year term of office of president to which elected. In such case, the immediate past president may remain as immediate past president for a second year or the office may remain vacant.
B. A vacancy in the office of president-elect may be filled by a current member of the board of directors, or remain vacant as approved by a majority vote of the board of directors. If the vacancy is filled, the president-elect shall not automatically assume the office of president for the subsequent term.
C. In the event that the office of president and president-elect are vacated during the same year, the board of directors shall appoint an acting president to serve until the next scheduled election, at which time an election will be held for both president and president-elect.
D. A vacancy in the office of secretary/treasurer may be filled by a current member of the board of directors or remain vacant as approved by a majority vote by the entire board of directors
ARTICLE V: MEETINGS.
A. Frequency and Purpose of Meetings:
1. The State Council shall hold at least four scheduled business meetings each year.
2. The State Council shall co-sponsor at least one educational meeting each year.
3. 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 Committee 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 VI: BOARD OF DIRECTORS
Section 1 Composition
1. The Officers and Directors at Large shall constitute this Board.
2. Six Directors At Large elected to the State Council each year.
3. The Immediate Past-President of the State Council shall serve one additional year as an Ex-Officio voting Representative to the State Council.
Section 2 Authority
1. The President shall call Meetings of this Board.
2. The President and two other officers shall constitute a quorum of the Directors.
3. The Board shall oversee NM ENA’s business and financial affairs
Section 3 Eligibility
1. Directors at Large must be current Active Members of the Association.
2. 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 Committee and the majority of members present.
3. Absenteeism in excess of three (3) consecutive meetings is considered an automatic resignation.
Section 4 Removal
An elected member of the board of directors shall be removed in accordance with this paragraph for cause or if the board member fails to meet the eligibility requirements for election as outlined in these bylaws. Removal of any director shall be by an affirmative two-thirds vote of the state council members voting. The results will be communicated to the members within 30 days of the action. The board of directors may recommend removal of a director to the members, provided the director, upon request, was offered an opportunity to have an unprejudiced hearing at which the director was permitted to defend against the termination. Cause shall be defined as any action which is determined by the board of directors to be detrimental to the best interests of ENA.
Section 5 Term of Office
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
Section 6 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 VII: CHARTER AND AFFILIATION (Constituent Divisions)
Section 1 State Council
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 VIII: COMMITTEES
Section 1 Committees
A. The State Council shall create, maintain, and charge such 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.
B. 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 committees except 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.
5. All committee chairs shall be required to submit a written report to the board quarterly for distribution to the membership.
6. Activities of each committee shall be delineated at the time of inception and appointment and shall be reviewed annually.
