Bylaws - Southeastern Pennsylvania Organization of Nursing Leaders

BYLAWS Of the Southeastern Pennsylvania Organization of Nurse Leaders - SEPONL 11/2008

Updated With Approved Changes

ARTICLE I - NAME

This Organization shall be known as the Southeastern Pennsylvania Organization of Nurse Leaders (hereinafter referred to as SEPONL).

ARTICLE II - PURPOSE & OBJECTIVES

PONL Comprised of a state and regional structure is the state affiliation of the American Organization of Nurse Executives. SEPONL as a regional chapter of PONL is required to sign the annual agreement and abide by the guidelines set forth within the agreement. The purpose of the Organization shall be to advance the development of effective leadership in nursing and to advise appropriate parties on all matters relative to the delivery of (nursing) patient care by:

Providing a medium for exchange and dissemination of the information and materials relative to nursing and the education of practicing nurses.
Providing a platform within the health care field from which nurse leaders may speak on nursing and health care issues.
Promoting education/research programs and other related activities:
1. to strengthen leadership in nursing;
2. to achieve a close correlation between the educational preparation of nurses and the practice of nursing.

For the purpose of these Bylaws, the health care institution is defined as any organization that provides care along the continuum. Further, for the purpose of these Bylaws, the term “multihealth care system” includes the multihospital system.

The Organization will be exclusively for charitable, scientific and educational purposes as a not-for profit association and an integral part of the Pennsylvania Organization of Nurse Leaders, hereafter referred to as PONL. It shall be conducted so that no part of its income and earning will be available to the benefit of any member, director, officer or other individual.

PONL is comprised of a state and regional structure. SEPONL as a regional chapter of PONL is required to sign the PONL affiliation agreement and abide by the guidelines set forth within the agreement.

ARTICLE III - MEMBERSHIP

Membership in SEPONL includes dual membership at the state (PONL) and regional (SEPONL) level. Persons eligible for membership shall be registered nurses. Membership in SEPONL includes dual membership at the state (PONL) and regional (SEPONL) level. The SEPONL shall consist of members and associates.

Section 1. Members - Individuals eligible to be members in SEPONL shall be limited to Registered nurse leaders or aspiring leaders who hold or aspire to hold an organizational role of: (1) administration/management who are accountable for strategic, operational and/or performance outcomes in sites where health care is delivered; (2) faculty in undergraduate or graduate programs including deans and directors, (3) consultants in nursing administration/management practices; (4) persons working in professional associations regulatory agencies and/or accrediting health care organizations ; (5) editors of professional nursing journals; and 6) specialty roles supporting strategic, operational and/or management outcomes in organizations focused on healthcare. Full members of SEPONL will be eligible to: (1) be nominated for any elected position however, elected officers must be members of AONE; (2) hold any SEPONL elected position; (3) vote on amendments to SEPONL bylaws, organizational issues and increase dues as proposed by the Executive Committee; (4) vote for all SEPONL elected positions; and (5) fully participate in all organizational structures and activities.

Section 2. Associates - Persons eligible to be associates shall be limited to RN’s who are: (1) students in a graduate program, (2) members of PONL and SEPONL who retire from active employment.

Associates may attend all SEPONL business and educational meetings, but are not voting members and are not eligible for office.

Section 3. Establishment of Membership - Membership in the Organization shall become effective upon submission of dues for that calendar year and has approval by the membership committee. The names of the members approved will be presented at the next Executive Committee meeting.

Section 4. Term of Membership

Annual - The membership term shall be the same as the Organizational year, from January 1 to December 31 of each year.
New - An individual will be considered a member from date of dues payment until December 31 of that year.
Duration - Any member who no longer meets the criteria for membership due to change in position or unemployment, or who do not continue to meet the criteria for full or associate membership may extend membership eligibility in their current membership category for two years.
Resignation - A member may at any time resign from SEPONL by submitting a resignation in writing to the Executive Committee.
Nonpayment of Dues - Membership in the SEPONL shall be terminated for non-payment of dues no later than 45 days after such dues were due and payable and remain unpaid.
Change of Membership Status - Change of status of members and associates shall take place at the time of annual renewal upon notification by the individual and approval by the Executive Committee.

ARTICLE IV - DUES & FINANCE

Section I. Annual Dues - Dues paid by members will include membership at the state (PONL) and regional (SEPONL) level. All dues will be paid directly to PONL. The PONL office will assume all responsibility for processing dues for both the state and regional organization. PONL will maintain the state and regional membership list. PONL will distribute 40% of all dues collected to the region of membership as designated by the member at the time of dues payment. The remittance to the chapter by PONL will be made within 30 days of the member submitting new or renewal membership dues to PONL.

All dues paid shall become the property of the SEPONL/PONL. No portion of the dues shall be refundable because a membership is terminated for any reason.

Dues paid by members will include membership at the state (PONL) and regional level. All dues will be paid directly to PONL. The PONL office will assume all responsibility for processing dues for both the state and regional organization. PONL will maintain the state and regional membership list. PONL will distribute 40% of all dues collected to the region of membership as designated by the member at the time of dues payment.

Section 2. Finance Procedure - The Treasurer, as prescribed by the Executive Committee, shall handle the funds of the Organization.

Section 3. Financial Review - A Compilation financial review shall be conducted at the end of each fiscal year by an accountant who is approved by the Executive Committee (to include but not limited to review of the financial data, place the data into a financial statement and filing a 990). A report of the review will be given to the general membership.

Section 4. Donations - Any funds or property that the Executive Committee may accept as donations to further the work or programs of the SEPONL shall become the property of the SEPONL.

ARTICLE V - MEETINGS

Section 1. Standing - There shall be a minimum of 2 meetings. The Executive Committee shall designate the time and place of the meetings.

Section 2. Special Meeting - the Executive Committee of the SEPONL may call special meetings. Such special meetings shall be limited to consideration of subject listed in the official call, unless it is otherwise ordered by the unanimous consent of the members present and voting.

Section 3. Notice of Meetings - The membership will be notified of meetings no less than 30 calendar days prior to the date of the meeting.

Section 4. Order of Meetings - The order of business meetings shall be as provided for in these Bylaws. Meetings shall be governed by Robert’s Rules of Order, Revised. The elected President shall preside at all meetings. In the absence of the President, the President-Elect shall assume the chair.

Section 5. Voting

At Meetings - Each member present at a meeting shall be entitled to one vote. Associates may not vote.
Vote - Between scheduled meetings, the Executive Committee may refer to members to vote on any issue of importance. A simple majority vote of those returned shall determine the results. A designated parliamentarian will validate the votes and direct the polling process.

Section 6. Quorum - The total number of voting members present shall constitute a quorum for the transaction of business. A vote of a majority of voting members present or voting at a meeting at which a quorum is present.

ARTICLE VI - OFFICERS

Section 1. Eligibility - Each elected officer shall be a SEPONL member.

Section 2. Officers - The officers shall be President, President-Elect, Secretary, Treasurer, and Immediate Past-President.

Section 3. Term of Office - Terms of office shall commence on January 1 of the elected year. If an elected officer ceases to meet member eligibility requirements, he / she can continue as an officer of SEPONL until expiration of current membership. Each term of office not to exceed two years.

Section 4. Election - The election of President-Elect, Secretary, and Treasurer will be conducted by mail. A ballot listing the names of eligible candidates proposed by the Committee on Nominations, together with a resume of each candidate proposed by the Committee on Nominations, shall be mailed to each member not less than 45 days prior to the Fall Meeting. The Chairman of the Nominating Committee shall direct tabulation of the votes, and the results of the election shall be communicated to the membership and at the Annual Meeting. In case of a tie vote, the choice shall be determined by lot at an Executive Committee meeting.

Section 5. Duties -

President - The President shall be the chief executive officer of SEPONL, shall preside at all meetings and shall serve as President of the Executive Committee. It shall be the President’s duty to supervise the activities of SEPONL; to present a report at the membership meetings; to appoint the Chairman, and members of Standing and Special Committees as authorized by the Executive Committee; to be a member ex officio of all these committees; and perform such other duties as may be authorized by the Executive Committee. Will attend the annual AONE conference
President-Elect - The President-Elect shall, in the absence or incapacity of the President, perform all duties and assume all responsibilities of the President. In addition, the President-Elect shall serve as chapter representative on PONL Executive Committee and perform such other duties as may be authorized by the Executive Committee. Will attend the AONE conference if the President is unable to attend with expenses paid by SEPONL. The President is appointed to the PONL Board of Directors as regional chapter member.
Secretary - The Secretary shall inform the membership of meeting attendance, keep business meeting minutes and perform such other duties as may be authorized by the Executive Committee. Will attend the AONE conference if the President or President-Elect is unable to attend and the Past President is unable to go as a substitute.
Treasurer - The Treasurer shall collect the dues, handle the financial records of the Organization, and perform such other duties as may be authorized by the Executive Committee. Will attend the AONE conference if the President or President-Elect is unable to attend and the Past President is unable to go as substitute.
Immediate Past-President - The Immediate Past-President shall serve as ex-officio member of the Executive Committee with voting privileges and as Chairman of the Nominating Committee and perform such other duties as may be authorized by the Executive Committee. Will attend the AONE conference if the President or President-Elect is unable to attend. The Immediate Past-President is appointed to the PONL Board of Directors as regional chapter member.

Section 6. Vacancies - If the office of President becomes vacant, the President-Elect shall succeed to the office of President. He or she also shall continue to serve as President of the subsequent term.

If the office of the President-Elect becomes vacant, a general election will be held in accordance with the Bylaws.

If the offices of both the President and President-Elect shall become vacant, the Executive Committee shall appoint from the membership of the Executive Committee a President pro tempore.

The President and a President-Elect shall be elected in accordance with the provisions of these Bylaws at the next regular meeting of the SEPONL. The Executive Committee shall have authority to fill any vacancy that may occur on the Executive Committee, other than a vacancy in the office of the President-Elect, by appointment.

Section 7. Removal from Office - Any officer is subject to removal from office by a vote of two-thirds of the Executive Committee for failure to fulfill the duties of the office.

ARTICLE VII - EXECUTIVE COMMITTEE

Section 1. Eligibility - Each elected member of the Executive Committee shall be a member of SEPONL.

Section 2. Composition - There shall be an Executive Committee consisting of the officers: the President, President-Elect, Secretary, Treasurer, and the Immediate Past-President and the seven Members-at-Large.

Section 3. Term of Office of Members-at-Large - Members-at-Large shall serve for a term of two years. All terms shall commence on January 1 of the elected year.

Section 4. Election of Members-at-Large - The election of Members-at-Large shall be conducted by mail. A ballot listing the names of eligible candidates proposed by the Committee on Nominations, together with a resume of each candidate, shall be mailed to each member not less than 30 days prior to the Fall Meeting. The Chairman of the Nominating Committee shall direct tabulation of the votes, and the results of the election shall be communicated to the membership by mail. In case of a tie vote, the choice shall be determined by lot at an Executive Committee meeting.

Section 5. Duties - The Executive Committee shall have authority to make policy decisions for and to carry on the business of the Organization; to approve or disapprove reports, resolutions or actions of officers and committees; to approve memberships; and to prepare an annual budget.

Section 6. Meetings - The Executive Committee shall meet quarterly and as needed. The President may call meetings.

Section 7. Vacancies - The Executive Committee shall have authority to fill any vacancy that may occur on the Executive Committee, other than a vacancy in the office of the President-Elect, by appointment.

Section 8. Quorum - Seven members shall constitute a quorum.

Section 9. Absences - The Executive committee is required to attend 2/3 of the board meetings per year. Failure to comply may result in removal from the Executive committee. In the absence of the board member, a written committee report is required.

Section 10. Terms - No one can be a member of the Executive Committee more than ten years consecutively.

ARTICLE VIII - COMMITTEES

All committee members must be members of SEPONL.

Section 1. Committee on Nominations

Composition - The Executive Committee shall appoint a Committee on Nominations at the last meeting of the year. The immediate Past-President shall be designated as Chairman of the Committee. Members of the Committee shall not be barred from becoming nominees for office.
Duties - The Committee on Nominations shall prepare a slate 30 days prior to the Fall Meeting of candidates for President-Elect, Secretary, Treasurer, and Executive Committee members that reflect the broad program interest in membership, as well as geographic distribution. The Chairman will direct the vote by mail.
Elections - The Committee on Nominations will prepare a slate that reflects continuity of officers on the Executive Committee. Elections for the President-Elect is held annually, elections for Treasurer and four Members-at-Large will be held to assume office in even years. Elections for Secretary and three Members-at-Large will be held to assume office in odd years. Nominees for president elect must have a minimum of one year SEPONL board experience. Nominees for President elect must have a minimum of one year SEPONL board experience.

Section 2. Education Committee

Composition - The President of SEPONL will appoint a Chairperson who is a Member-at-Large from the Executive Committee. The Executive Committee shall appoint an Education Committee at the first meeting of the year.
Duties - The Education Committee shall be responsible to the Executive Committee for developing and coordinating the educational programs and conducting a needs assessment.

Section 3. Membership/Bylaws Committee

Composition - The President of SEPONL will appoint a Chairperson from the Executive Committee. The Executive Community shall appoint a Membership/Bylaws Committee at the first meeting of the year.
Duties - The Membership/Bylaws Committee shall be responsible for the Executive Committee to:
1. Develop programs to recruit and retain SEPONL members.
2. Provide marketing strategies to promote the organization.
3. Maintain the membership list of the organization.
4. Develop, review and/or revise the Bylaws for adoption by the SEPONL membership.

Section 4. Special Projects Committee:

Composition - The President of SEPONL will appoint a Chairperson from the Executive Committee.
Duties - The Special Projects Committee shall be responsible to the Executive Committee to present special project proposals for approval.

Section 5. Other Committees

The Executive Committee may appoint other committees. The Committee shall be recognized by the Organization until the special project is completed.

Section 7. Powers

All actions taken and recommendations made by a committee formulated under this section shall be advisory and shall have no effect as an action of SEPONL, unless they are formally approved and adopted by the Executive Committee.

ARTICLE IX - FISCAL YEAR

The fiscal year of the SEPONL shall begin on January 1 and end on December 31.

ARTICLE X - AMENDMENTS

Amendments to the Bylaws may be proposed by the Executive Committee and approved by a two-third’s vote of the members present and voting at any duly convened meeting. Notice of proposed amendments shall be sent to all members not less than 30 days in advance of the meeting.

Voting of proposed amendment changes may be conducted electronically by requesting a response for descent votes only. Amendments to the bylaws may be proposed by 25% of the members. Amendments so proposed shall be filed with the Secretary at least 90 days prior to a membership meeting.

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