(Revised October 2008)
Statement Of Mission
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Whereas air and surface transport nursing has a profound impact upon
every level of healthcare, the mission of the National Flight Nurses
Association is to represent, promote, and provide guidance for the
practice and growth of air and surface transport nursing as a professional
nursing specialty.
ARTICLE I
The name of this organization shall be the National Flight Nurses
Association, hereinafter referred to as NFNA or the Association.
ARTICLE II
The Board of Directors may change the principal office of the Association
or designate additional offices as it deems necessary.
ARTICLE III
MEMBERSHIP
Section 1. Membership may be granted to any individual or organization
that: (i) shares interest in and agrees to support the mission
and objectives of the Association; (ii) agrees to abide by these Bylaws
and such other rules and regulations as the Association may adopt; and
(iii) meets such additional criteria established for each category of
membership in the Association as set forth in the Section 2 which follows.
Section 2. CATEGORIES OF MEMBERSHIP:
There shall be three (3) categories of membership:
a. ACTIVE MEMBERS
Registered nurses actively participating (on a full-time or part-time
basis) in air or surface transport as a care provider, educator, administrator,
researcher, or a registered nurse on leave of absence from active
participation for not more than two (2) years.
*Also known as the National Flight Nurses Association (NFNA)
Section 2. CATEGORIES OF MEMBERSHIP – continued
b. AFFILIATE MEMBERS
Other individuals who have an interest in air or surface transport
nursing and support of the NFNA and its mission.
c. CORPORATE MEMBERS
Any group or corporation with an interest in air or surface transport
nursing.
Section 3. Only active members shall have the
right to make motions or vote on matters requiring action by the membership.
Section 4. Applications for membership shall be in writing, online
or fax to the NFNA office. A card evidencing membership shall
be issued to each member.
Section 5. DUES AND ASSESSMENTS. The initial and annual dues
for all members of the Association, and the time for paying such dues
and other assessments, if any, shall be determined from time to time
by the Board of Directors.
Section 6. TERMINATION OF MEMBERSHIP. Membership in the Association
may be terminated for cause. Sufficient cause for such termination of
membership shall be a violation of the Bylaws or any rule or practice
of the Association or any other conduct prejudicial to the best interests
of the Association. Termination shall be by a two-thirds vote of the
entire membership of the Board of Directors, provided that a statement
of the charges shall have been mailed by certified or overnight mail
to the last recorded address of the member at least fifteen (15) days
before final action is to be taken. This statement shall be accompanied
by a notice of the time and place of the meeting of the Board of Directors
at which the charges shall be considered, and the member shall have
the opportunity to appear in person and/or to be represented by counsel
and to present defense to such charges before action is taken by the
Board of Directors. In addition, the membership of any member who
becomes ineligible for membership or who is ninety (90) days in default
in the payment of any dues or charges shall be terminated automatically. In
special circumstances such termination may be delayed by the Board of
Directors.
ARTICLE IV
REGIONAL CHAPTERS
Section 1. FORMATION. Regional Chapters of the Association
may be established by charter whenever the Board of Directors may approve,
subject to such requirements as to membership, organization, procedures
and financial responsibility that the Board of Directors may from time
to time determine.
Section 2. ORGANIZATION. Each Regional Chapter shall be governed
by bylaws adopted in such form and manner as approved by the Board of
Directors.
Section 3. REVOCATION. Charters for the operation of Regional
Chapters may be revoked at any time and in such manner and after investigation
as the Board of Directors may deem necessary. Upon revocation of
a Regional Chapter charter, all funds in, and records of the Regional
Chapter shall be returned to the Association.
Section 4. REPRESENTATION. No Regional Chapter shall use the
name of the Association in any manner whatsoever unless duly authorized
to do so by the Board of Directors. No Regional Chapter shall publicly
take a position on behalf of the Association except as authorized by
the Board of Directors.
Section 5. MEETINGS. Each Regional Chapter may hold such meetings
as it deems appropriate.
Section 6. DUES REBATE. Dues rebates, if any, shall be determined
from time to time by the Board of Directors.
Section 7. LIABILITY. Each Regional Chapter shall indemnify,
defend, and hold NFNA harmless from any and all liability for any loss,
damage, or injury sustained by a third party and arising from the negligence
or willful misconduct of the Regional Chapter, except where such loss,
damage, or injury is the result taken at the direction, or with the
approval, of NFNA.
ARTICLE V
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The affairs of the Association
shall be managed by the Board of Directors, which shall have supervision,
control, and direction of the affairs of the Association; shall determine
its polices or changes therein within the limits of these Bylaws; shall
actively prosecute its purposes; and have discretion in the disbursement
of its funds. The Board of Directors may adopt such rules and regulations
for the conduct of its business as shall be deemed advisable and may,
in the execution of the powers granted, appoint such agents as it may
consider necessary.
Section 2. COMPOSITION. The Board of Directors shall consist
of the President, President-Elect, Secretary/Treasurer, and six (6)
Directors-at-Large. In addition, the Immediate Past President and
Executive Director shall serve as non-voting, ex-officio members of
the Board. No two positions on the Board may be held simultaneously
by the same person.
Section 3. ELIGIBILITY. Only an individual who is an active
member of NFNA and who will have been an air or surface transport nurse
for at least two years prior to election shall be eligible for nomination
as a director. Any candidate for President-Elect must be a director
at the time of nomination or within two (2) years of the date of nomination. Candidates
that are elected to the board must be actively involved in transport
nursing upon commencement of their elected term.
Section 4. ELECTION AND TERM OF OFFICE. Officers and directors
shall be elected by a mail vote of the active members. A plurality
vote shall elect. The times for submitting ballots to the membership
and returning them for vote shall be established from time to time by
the Board of Directors.
- The President-Elect shall be elected for a one (1) year term,
accede to the office of President for a one (1) year term, then
serve a one (1) year term as the Immediate Past President.
- The Secretary/Treasurer shall be elected for a two (2) year term.
- Directors-at-Large shall be elected for two-year staggered terms,
such that three (3) Directors-at-Large are elected each year.
- The Secretary/Treasurer and Directors-at-Large may serve two
consecutive terms in the same office; provided that in the event
the Secretary/Treasurer or a Director-at-Large is appointed to fill
a vacancy for one year or less of a two year term, such appointment
shall not be considered in determining the number of consecutive
terms he or she may serve.
- Directors shall take office at the conclusion of the Association's
Annual Meeting closest to their election or appointment and shall
continue in office until after successors are duly elected or appointed
and qualified.
Section 5. DUTIES OF OFFICERS. The officers
of the Association shall be a President, a President-Elect, a Secretary/Treasurer,
and an Immediate Past President. The Officers shall perform the duties
prescribed by the parliamentary authority, and more specifically shall
include:
- President. The President shall be the
principal elected officer of the Association and shall in general
direct all the business and affairs of the Association. The President shall preside at all meetings
of the Board of Directors. Unless otherwise provided by these Bylaws
or a resolution of the Board, the President shall appoint, with the
approval of the Board, the members of all committees and their chairmen. The
President may sign, with another proper officer of the Association
authorized by the Board, any deeds, mortgages, bonds, contracts
or other instruments which the Board has authorized to be executed,
except in cases where signing and execution thereof shall be expressly
delegated by the Board, by these Bylaws or by statute to some other
officer or agent of the Association; and in general, the President
shall perform all duties incident to the office of president and
such other duties as may be prescribed by the Board of Directors
from time to time.
- President-Elect. The President-Elect shall preside at meetings
of the Association or the Board of Directors in the absence, or
upon request, of the President, and, when so acting, shall have
all the powers of and be subject to all the restrictions upon the
President. The President-Elect shall perform such other duties as
from time to time is requested by the President or by the Board
of Directors.
- Immediate Past President. The Immediate Past President shall
serve as Chair of the Nomination Committee and shall perform such
other duties as requested by the President or the Board of Directors.
- Secretary/Treasurer. The Secretary/Treasurer shall keep the minutes
of the meetings of the members and of the Board of Directors in
one or more books provided for that purpose; shall see that all
notices are duly given in accordance with the provisions of these
Bylaws or applicable law; shall be custodian of the corporate records;
shall keep a register of the post office address of each member
which shall be furnished to the Secretary by such member; shall
be the principal accounting and financial officer of the Association
and shall have charge of and be responsible for the maintenance
of adequate books of account for the Association; shall supervise
custody of all funds and securities of the Association, and be responsible
therefor, and for the receipt and disbursement thereof; shall deposit
all funds and securities of the Association in such banks, trust
companies or other depositories as shall be selected in accordance
with the provisions of these Bylaws; and shall in general perform
all the duties customarily incident to the office of Secretary/Treasurer
and such other duties as from time to time may be assigned by the
President or the Board of Directors. The duties of the Secretary/Treasurer
may be assigned, in whole or part, to the Executive Director.
- Executive Director. The Executive Director
of the Association shall serve as an ex-officio member of the
Board, without vote. The administration and day-to-day operation
of the Association shall be the responsibility of a salaried staff
head or corporation employed or appointed by, and responsible
to the Board of Directors. The salaried staff head or, in the
case of a corporation, chief staff officer retained by the firm
shall have the title of "Executive Director." The
Executive Director shall have the authority to execute contracts
on behalf of the Association and as approved by the Board of Directors.
The Executive Director may carry out the duties of the Secretary/Treasurer
and shall perform duties as may be specified by the Board of Directors.
Section 6. RESIGNATION OR REMOVAL. Any
director may resign at any time by giving written notice to the President. Any
director may be removed by action of the members whenever, in their
judgment, the best interests of the Association would be served by
such removal. Written
notice of action to remove one or more directors shall be delivered
to all members entitled to vote. Such notice shall state that
the purpose of the meeting is to vote upon the removal of one or more
directors named in the notice. Only the named director(s) may
be removed at such meeting. In addition, any director who misses
two (2) consecutive Board meetings may be removed by a majority vote
of the full Board of Directors.
Section 7. VACANCIES.
a. Directors-at-Large and Secretary/Treasurer. Any vacancy in the
Office of the Secretary/Treasurer or in a Director-at-Large position
occurring for any reason may be filled by a two-thirds vote of the remaining
members of the Board. Directors-at-Large or Secretary/Treasurer
appointed to fill a vacancy shall serve for the unexpired term of his
or her predecessor in office and until his or her successor shall have
been elected and qualified.
-
President. A vacancy in the Office of President shall be filled
by the President-Elect who shall serve the remainder of the unexpired
term as well as one consecutive term as President.
- President-Elect. A vacancy in the Office of President-Elect
shall be filled by the Immediate Past President. The Immediate
Past President shall not accede to President.
-
Immediate Past President. A vacancy in the office of Immediate Past
President shall remain unfilled for the remainder of the unexpired
term.
-
In the event that the offices of President and President-Elect are
vacated in the same year: the Immediate Past President shall
serve as President for the unexpired term; and the Board of Directors
shall appoint an acting President-Elect from the current Board of
Directors to complete the unexpired term. The election of both
President and President-Elect will be held at the next scheduled
election.
Section
8. REGULAR MEETINGS. The Board of Directors may
provide by resolution the time, date and place for holding of an annual
meeting and additional regular meetings of the Board without other
notice than such resolution.
Section 9. SPECIAL MEETINGS. Special Meetings of the Board
may be called by, or at the request of, the President or any five
(5) directors.
Section 10. NOTICE. Notice of any special meeting of the
Board shall state the time, date and place of the meeting and shall
be given at least ten (10) days prior to the date of such meeting,
by written or printed notice delivered personally, by mail, by electronic
mail or by facsimile transmission to each director at his or her address
as shown in the records of the Association; provided, however, in
the case of a meeting held pursuant to Article 4, Section 11 below,
notice may be given no less than twenty-four hours prior thereto. Any
director may waive notice of any meeting. The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the expressed purpose
of objecting to the transaction of any business because the meeting
is not lawfully called or convened.
Section 11. QUORUM. A majority of the Directors shall constitute
a quorum for the transaction of business at any meeting of the Board
provided the President or President-Elect is present. If a quorum
is not present, a majority of those Directors present may adjourn
the meeting from time to time without further notice.
Section 12. MANNER OF ACTING. The act of a majority of the
directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors, unless the act of a greater
number is required by law, the Articles of Incorporation or these
Bylaws.
Section 13. COMPENSATION. Directors shall not receive any
compensation for their services as directors; however, the Board of
Directors may authorize reimbursement of reasonable expenses incurred
in the performance of their duties. Nothing herein shall be construed
to preclude a director from serving the Association in any other capacity
and receiving reasonable compensation therefore.
Section 14. MEETING BY COMMUNICATIONS EQUIPMENT. Members of the
Board, or any committee designated by the Board, may take any action
permitted or authorized by law, the Articles of Incorporation or these
Bylaws pursuant to meeting through the use of conference telephone
or any means of communication by which all persons participating in
the meeting may simultaneously hear each other. Participation
in a meeting pursuant to this section shall constitute presence in
person at such meeting.
Section 15. ACTION BY WRITTEN CONSENT. Any action requiring
a vote of the Board may be taken without a meeting if a consent in
writing, setting forth the action taken, is signed by all of the Board
members.
ARTICLE VI
MEETINGS
Section 1. The annual meeting of the Association shall be held
at such time and place as determined by the Board of Directors. The
annual meeting shall be for the purpose of receiving reports and conducting
such other business as may properly come before the membership. Notice
of the meeting shall be delivered to the active members no less than
forty-five (45) days prior to the date of the meeting.
Section 2. The privilege of making motions and voting shall be
limited to the active members of the Association. A member shall
have but one vote in any election or on any question. This vote
must be exercised in person, and in their absence, may not be assigned
to, or exercised by, any other individual.
Section 3. All meetings of the Association shall be open unless
voted otherwise by the membership present. Individuals other
than active members may attend the meeting and may speak once to an
issue before the membership.
Section 4. SPECIAL MEETINGS. Special meetings of the members
may be called at the request of the President or any three (3) members
of the Board of Directors, or at the written request of a majority
of the active members of the Association.
Section 5. NOTICE. Notice of any annual or special meetings
of the members shall state the date, time and place of the meeting
and shall be given not less than ten (10) days prior to the meeting.
Section 6. QUORUM. Ten percent (10%) of the active members
of the Association shall constitute a quorum for the transaction of
business at any duly called meeting of the members, provided that
if less than a quorum is present, a majority of the active members
present may adjourn the meeting to another time without further notice.
Section 7. MANNER OF ACTING. The act of a majority of the
active members present at a duly called meeting at which a quorum
is present shall be the act of the members, unless the act of a greater
number is required by laws, the Articles of Incorporation or these
Bylaws.
Section 8. MAIL VOTE. Voting by mail shall be permitted
for any item of business. A mail vote may be called by the Board
of Directors or by written request of a majority of the active members
of the Association. The act of a majority of ten percent (10%)
or more active members returning ballots by a date certain shall be
an act of the members.
ARTICLE VII
COMMITTEES
Section 1. STANDING COMMITTEES.
a. Executive Committee.
- Composition. The Executive Committee shall consist of the Officers
of the Association. The Immediate Past President and the Executive
Director shall be non-voting, ex officio members of the Executive
Committee.
- Duties. Between meetings of the Board, the Executive Committee
shall exercise the powers of the Board in management of the business
and affairs of the Association except as may otherwise be provided
by law, the Articles of Incorporation or these Bylaws. The Executive
Committee shall report to the Board of Directors at its next succeeding
meeting on any action taken.
b. Nominations Committee.
- Composition. The Nomination Committee shall consist of 4 active
members appointed by the Board of Directors and representing a geographic
cross-section of the membership. The Immediate Past President of
the Association shall serve as the chair of the committee except
when such office is vacant in which case the Board shall appoint
the Chair. Each
member shall serve a one-year term. Members may serve a second consecutive
term, provided that no more than two (2) members succeed themselves
in any given year. Members of the Nomination Committee are not eligible
for election to the Board of Directors.
- Duties. The Committee shall solicit nominations for, and shall
submit to the Board of Directors and, upon approval of the Board,
to the membership, a list of qualified candidates (and their resumes)
to succeed those Officers and Directors-at-Large whose terms shall
expire at the conclusion of the next Annual Meeting.
c. Other Standing Committees. Other standing committees of the
Association may be established by resolution of the Board of Directors
to carry out the purposes of the Association. The resolution
establishing such a committee shall set forth the committee's purpose
and composition.
Section 2. AD HOC COMMITTEES. The Board of Directors may
appoint such ad hoc committees as are necessary to carry out the purposes
of the Association. Ad hoc committees shall have their duties
clearly defined and shall be discharged as soon as their reports are
accepted or when their duties have been completed.
Section 3. APPOINTMENT. Unless otherwise provided by these
Bylaws or the resolution establishing the committee, the President
shall appoint the chair and members of each committee with the approval
of the Board. Any member of any committee may be removed by the
person or persons authorized to appoint such member whenever in their
judgment the best interests of the Association would be served thereby.
Section 4. VACANCIES. Vacancies in the membership of any
committees may be filled by appointments made in the same manner as
provided in the case of the original appointments.
Section 5. QUORUM AND MANNER OF ACTING. Unless otherwise
provided in the resolution of the Board of Directors establishing
a committee, a majority of the whole committee shall constitute a
quorum, and the act of a majority of the members present at a meeting
at which a quorum is present shall be the act of the committee.
Section 6. RULES. Each committee may adopt
rules for its own governance not inconsistent with these Bylaws or
with rules adopted by the Board of Directors.
ARTICLE VIII
OFFICIAL PUBLICATIONS
The official publications of this Association shall be distributed
to all members as one of the benefits of membership.
ARTICLE IX
PARLIAMENTARY AUTHORITY
All meetings of this Association shall be conducted according to Parliamentary
Law as set forth in Robert's Rules of Order Newly Revised where the
rules apply and are not in conflict with these Bylaws.
ARTICLE X
AMENDMENTS
Section 1. These Bylaws may be altered, amended or
repealed and new Bylaws may be adopted by a majority vote of the active
members voting in person at a duly called meeting of the membership,
or by mail pursuant to the requirements of Article VI, Section 8,
provided that the substance of the alteration, amendment or repeal
has been approved by the Board of Directors not less than thirty (30)
days prior to the date by which the same is to be considered.
Section 2. Amendments to the Bylaws of NFNA which
directly relate to the business of regional chapters in the areas
of purpose, objectives, and membership shall automatically and immediately
affect the necessary amendments to the Bylaws of the regional chapters
and shall promptly be incorporated into their Bylaws.
ARTICLE XI
INDEMNIFICATION
The Association shall indemnify all officers, directors and committee
members of the Association to the full extent permitted by the Nebraska
Nonprofit Corporation Act, as amended, and shall be entitled to purchase
insurance for such indemnification to the full extent as determined
from time to time by the Board of Directors.
ARTICLE XII
DISSOLUTION
This Association may be dissolved by an affirmative vote of at least
two-thirds (2/3) of all the members of this Association entitled to
vote. Upon dissolution, any assets remaining after the payments
of all debts, claims, and obligations shall be distributed as the
Board of Directors may determine but in no event shall such assets
be distributed to any of this Association's members, directors, officers,
or other private persons, or to any for-profit organizations. |
