ASSOCIATION
OF REHABILITATION NURSES
GREATER
NORTH CAROLINA CHAPTER
BYLAWS
ARTICLE I
NAME AND LOCATION
Section 1. Name. The name of this organization shall be the “Greater North Carolina”
Chapter of the Association of Rehabilitation Nurses, a not for profit organization.
Section 2. Location. The Chapter boundaries shall be the state of North Carolina,
excluding the counties of Cabarrus, Catawba, Gaston, Iredell, Mecklenburg, Lincoln and Union.
ARTICLE
II
OBJECTIVES
It shall be the purpose of the Chapter to advance the quality of rehabilitation
nursing service throughout the community through the following objectives:
1) To offer educational opportunities which promote an awareness and interest
in rehabilitation nursing and improve the expertise of personnel on all levels;
2) To facilitate the exchange of ideas in rehabilitation programs; and
3) To represent and promote the objectives of the
Association of Rehabilitation Nurses (the “Association”).
ARTICLE III
MEMBERSHIP
Section 1. Qualifications. Membership in the Chapter may be granted to any Association
member who resides or works in the state of North Carolina or who requests to become a member of the Chapter.
Section 2. Voting Membership. Only
those members entitled to vote under the Association’s bylaws shall be eligible to vote in the Chapter.
Section 3. Resignation. Members
may resign from the Chapter at any time by filing a written resignation with the secretary of the Chapter, but such resignation
shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore incurred and unpaid.
Section 4. Termination. Membership
in the Chapter shall be terminated whenever membership in the Association is terminated. A chapter membership
may also 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 Chapter. Expulsion shall by two-thirds vote of the entire
membership of the Chapter Board of Directors, provided that a statement of the charges shall have been mailed by certified
mail to the last recorded address of the member and he or she has been given a reasonable opportunity to defend against the
charges; such member, if removed, may appeal the decision of the Board to the Annual Meeting of the Chapter, provided that
a notice of intent to appeal is given to the president at least thirty (30) days in advance of the meeting. In
addition, the membership of any member who becomes ineligible for membership or who shall be 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 Chapter Board of Directors.
ARTICLE IV
DUES AND ASSESSMENTS
The initial and annual dues for each member of the Chapter, time for paying such dues and other assessments, if any,
shall be determined from time to time by the Chapter Members of the Board.
ARTICLE V
MEETING OF MEMBERS AND VOTING
Section 1. Regular Meetings. At least four regular
meetings of the members shall be held annually at such day, time and place as may be determined by the Chapter Board of Directors.
One of these meetings shall be the annual business meeting of the members for receiving reports, and for such other
business as may properly come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called by the Chapter Board
of Directors at any time; or shall be called by the president upon receipt of a written request by twenty-five percent (25%)
of the voting members (stating the purpose of the proposed meeting), within thirty (30) days after the filing of such request
with the secretary. The business to be transacted at any special meeting shall be stated in the notice
thereof and no other business may be considered at that time.
Section 3. Notice of Meetings. Notice of any meeting of the members shall state
the time, date and place of the meeting and shall be given not less than thirty (30) days or more than sixty (60) days prior
to the date of such meeting.
Section 4.
Quorum. The presence in person of not less than one-tenth of the members shall constitute a quorum
at any meeting of the members.
Section
5. Voting. At all meetings of the Chapter, each voting member shall have one vote, and may take part and
vote in person only. All questions, except as otherwise provided by law or by these bylaws, shall be decided
by the vote of a majority of the members entitled to vote and voting thereon provided that a quorum is present.
Section 6. Mail or Electronic Vote.
Any action requiring a vote of the members may be taken by mail or electronic ballot. The action
taken shall be effective upon the written consent of a majority of the members returning ballots, by the required date.
Section 7. Rules of Order. The meetings and procedures of the Chapter shall
be regulated and controlled according to Robert’s Rules of Order Newly Revised, except as may be otherwise provided
by these bylaws.
Section 8. Reports
to Association. The actions of the membership shall be reported to the Association within thirty (30) days
of the action taken.
ACTICLE VI
BOARD of DIRECTORS and OFFICERS
Section 1. Authority and Responsibility. The affairs of the chapter shall be managed by the Chapter
Board of Directors, which shall have supervision, control, and direction of the affairs of the chapter, shall actively prosecute
its objectives and have discretion in the disbursement of its funds. The Chapter Board of Directors may
adopt such rules and regulations for the conduct of its business as shall be deemed advisable so long as they are not inconsistent
with any rules adopted by the Association and may in the execution of the powers granted, appoint such agents, as it may consider
necessary.
Section 2. Composition and Tenure. The
Chapter Board of Directors shall be comprised of the elective officers: President, President Elect, Secretary and Treasurer
who shall automatically be directors of the Chapter. Four (4) members-at-large shall be elected for a two-year
term by the membership. Each director shall hold office until his or her successor is duly elected and
takes office. In addition, the immediate Past President serves as a voting ex-officio member. The term of office shall begin
on the date specified by the association.
Section 3. Election and Term of Office. The
elective officers shall be elected by the membership for a two-year term with the exception of President Elect (See Role Definition
in Article VII). In order to establish a rotation of elective officers, the Treasurer and Secretary and
two Board Members at Large will be elected in alternate years. A President Elect will be elected annually.
No member may hold simultaneously more than one of the elective officers of the Chapter. The elective
officers shall be inducted at the annual meeting of the membership nearest the expiration of their term of office and shall
serve until their successors have been duly elected and qualified. The term of office shall begin on the
date specified by the association.
Section 4. Vacancies and Removal. Vacancies in any elective office, with the exception of the President,
may be filled for the balance of the term thereof by a majority of the Board of Directors at any regular or special meeting.
The Board of Directors may remove any director by a majority vote whenever in their judgment the best interests of the Chapter
would thereby be served.
Section 5. Quorum of the Board. At any meeting of the Board of Directors, no fewer than five members of
the Board, including two officers, shall constitute a quorum for the transaction of business, and any such business thus transacted
shall be valid, providing it is affirmatively passed upon by a majority of those present.
Section 6. Meetings of the Board. The
Chapter Board of Directors provide by resolution the time, date, and place for the holding of a regular annual meeting and
additional regular meetings of the Board without other notice than such resolution. Special meetings of
the Chapter Board of Directors may be called by or at the request of the president or any three directors by notice mailed,
delivered electronically, or telephoned to each member of the Board not less than three days before the meeting is held.
Section 7. Voting . A Board member’s
voting rights shall not be delegated to another or excused as proxy. Any action requiring a vote of the board of directors
may be taken by mail or electronic ballot. The action taken shall be effective upon the majority of written or electronic
consent of board members entitled to vote.
Section 8. Telecommunications Conferences. Members of the Board or any committee designated
by the Board may participate in and act at any meeting of the Board or committee through the use of conference telephone or
similar telecommunications equipment by means of which all persons participating in the meeting can communicate with one another.
Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
ARTICLE VII
DUTIES OF OFFICERS and DIRECTORS
Section 1. President. The
president shall be the chief executive officer of the Chapter and shall in general supervise and control all of the affairs
of the Chapter. The president shall preside at all meetings of the Chapter Board of Directors and shall
be the chairman of the Board. The president may sign, with the treasurer or any other proper officer of
the Chapter authorized by the Chapter Board of Directors, any deeds, mortgages, contracts or other instruments which the Chapter
Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly
delegated by the Chapter Board of Directors or by these bylaws or by statute to some other officer or agent of the Chapter;
shall supply the Association with such written reports as requested by the Association’s Board Members; and in general
shall perform all duties incident to the office of president and such other duties as may be prescribed from time to time
by the Chapter Board of Directors.
Section
2. President-
Elect. In
the absence of the president or in the event of the president’s inability or refusal to act, the President-Elect shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the restrictions upon the president, and shall perform
such other duties as from time to time may be assigned by the president or by the Chapter Board of Directors. The President
Elect is a three-year commitment. The first year of the term will be as President Elect. The
second year of the term the President –Elect will rotate into the role of President. The third
and last year of the term will serve at Past President, an ex officio member of the board.
Section 3. Secretary. The
secretary shall keep the minutes of the meetings of the Chapter Board of Directors in one or more books provided for that
purpose; see that all notices are duly given in accordance with these bylaws or as required by law; be custodian of the corporate
records; be responsible for membership applications and renewals; and shall perform all duties incident to the office of secretary
and such other duties as may be assigned from time to time by the president or Chapter Board of Directors.
Section 4. Treasurer. The treasurer shall be in charge
and custody of and be responsible for all funds and securities of the chapter; receive receipts for monies due and payable
to the Chapter from any source whatsoever and deposit all such monies in the name of the Chapter in such banks, trust companies,
or other depositors as shall be selected in accordance with the provisions of these bylaws; shall prepare such reports as
requested by the Association’s Board of Directors; and in general shall perform all duties incident to the office of
treasurer and such other duties as from time to time may be assigned by the president or by the Chapter Board of Directors.
Section 5. Board Members-at-Large. The Board
members-at-large shall be responsible for the general management and successful operation of the chapter.
ARTICLE VIII
COMMITTEES
Section 1. Committees of Directors.
The Chapter Board of Directors may designate one or more committees of board members by resolution adopted by a majority
of board members. To the extent provided in said resolution, each committee of board members shall have
and exercise the authority of the Chapter Board of Directors in the management of the Chapter; however, the delegation of
authority to such committees shall not operate to relieve the Chapter Board of Directors, or any individual director, of any
responsibility imposed upon them by law.
Section 2. Nominating Committee. The Chapter Board of Directors, by resolution adopted by a majority
of the board members in office, shall designate a Nominating Committee, which shall consist of a minimum of four (4) board
members. The Nominating Committee shall be responsible for reviewing candidates for elective officers and
directors of the Chapter and shall make recommendations concerning such candidates of the membership.
Section 3. Other Committees. Other committees not
having and exercising the authority of the Chapter Board of Directors in the management of the Chapter may be designated by
a resolution adopted by a majority of the Board Members present at a meeting at which a quorum is present. Except
as otherwise provided in such resolution, members of each such committee need not be Board Members of the Chapter, and the
president shall appoint the members thereof. Any member may be removed by the person or persons authorized
to appoint such member whenever in their judgment the best interest of the Chapter shall be served by such removal.
Section 4. Term of Office. Each
member of a committee shall continue as such until the next annual meeting of the Chapter Board of Directors, until a successor
is appointed, unless the committee shall be sooner terminated or unless such member shall cease to qualify as a member thereof.
Section 5. Vacancies. Vacancies
in the membership of any committee may be filled by appointments made in the same manner as provided in the case of original
appointment.
Section 6. Quorum.
Unless otherwise provided in the resolution of the Chapter Board of Directors designating 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 quorum
is present shall be the act of the committee.
Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these
bylaws or with rules adopted by the Chapter Board of Directors.
ARTICLE IX
FINANCE
Section 1. Fiscal Period. The fiscal period of the Chapter shall be January
1 through December 31.
Section 2. Contracts.
The Chapter Board of Directors may authorize any officer or officers, agent or agents of the Chapter in addition to
the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name
of and on behalf of the Chapter and such authority may be general or confined to specific instances; provided further, that
no such contract or instrument in an amount in excess of $100.00 may be executed without first obtaining the express written
consent of the Chapter president or designee.
Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes
or other evidences of indebtedness issued in the name of the Chapter shall be signed by such officer or officers, agent or
agents of the Chapter and in such manner as shall from time to time be determined by resolution of the Chapter Board of Directors.
In the absence of such determination by the Chapter Board of Directors, such instrument shall be signed by the treasurer
and countersigned by the president or president elect of the Chapter.
Section 4. Deposits. All funds of the Chapter shall be deposited from time to
time to the credit of the Chapter in such banks, trust companies or other depositories as may be selected by any one or more
officers or agents of the Chapter to whom such power may from time to time be delegated by the Chapter Board of Directors.
Section 5. Bonding. The Chapter
Board of Directors shall provide for the bonding of such officers and employees of the Chapter as it determines necessary.
ARTICLE
X
BOOKS AND RECORDS
Section 1. The Chapter shall keep correct and
complete books and records of account and shall also keep minutes of the proceedings of its Board Members and committees having
any of the authority of the Chapter Board of Directors.
Section 2. The secretary is responsible for keeping chapter records. Official documents such as bylaws and minutes
are kept in a notebook, file or disk. Historical and permanent chapter records, as well as newsletters, are stored in one
or more file boxes, which are kept by the secretary and transferred at the end of the term of office to the next secretary.
Section 3. The treasurer
is responsible for maintaining financial records. A copy of the financial records will be passed to the chapter secretary
by the treasurer at the end of the year. The treasure will transfer financial records to the next treasurer.
Section 4. The following documents will be kept
for seven years:
- Bank
statements
- Paid invoices
Section 5. The following documents will be kept
for five years:
- By-laws
- Annual ARN reports (includes list of officers, financial
report, IRS tax exemption letter/employer identification number, activity report, member list)
- Meeting minutes
- Newsletters
- Educational materials as required by continuing education
approval body
- Legal advice letters
- Contracts
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions of the General Not For Profit Corporation
Act of the State of Illinois or under the provisions of the Articles of Incorporation or bylaws of the Chapter, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE XII
INDEMNIFICATION
The Chapter shall provide for the indemnification of all its officers, directors, employees and
agents to the full extent permitted by law, and shall be entitled to purchase insurance for such indemnification to the full
extent as determined from time to time by the Chapter Board of Directors.
ARTICLE XIII
AMENDMENT OF BYLAWS
Section 1. These bylaws may be altered, amended or repealed and new bylaws may be adopted by consent
of a majority of the members entitled to vote; provided, that no such amendment of these bylaws be made without first obtaining
the express written consent of the Members of the Board of the Association.
Section 2. Bylaws will be reviewed annually. All reviews and revision will be documented
on the Bylaws as reviews and revisions occur. It is the responsibility of the board to review bylaws.
ARTICLE XIV
REVOCATION OF CHARTER
The Charter of the Chapter may be revoked by the Board Members of the Association when, in its judgment, the actions
of the Chapter have violated the bylaws, policies, procedures, rules or regulations of the Association; provided, that the
Chapter shall be apprised of any such violations and shall have thirty (30) days in which to correct the violations.
ARTICLE XV
DISSOLUTION
In the case of dissolution of the Chapter, all
funds and records of the Chapter shall be returned to the president of the Association.
Reviewed 7/99,5/01,7/02
Revised 8/99,5/01,9/02,01/03, 01/04
