ARTICLE I - NAME
Section 1.1 Name. The name of this professional organization shall be the Arizona PeriAnesthesia Nurses Association (AzPANA), hereinafter referred to as the Association.
ARTICLE II - MISSION
Section 2.1 Mission Statement. AzPANA serves as a perianesthesia nursing resource advancing nursing practice within the community through professional and educational opportunities.
ARTICLE III - MEMBERSHIP
Section 3.1 General. Membership in the association shall be a privilege contingent upon compliance with the requirements of these bylaws and such other requirements as the Board of Directors may establish.
Section 3.2 Classes. The Association shall have the following classes of members: Active, Affiliate, Retired, Honorary, Student, and International.
Section 3.2.1 Active: Active members shall be duly licensed nurses who currently practice in good standing, at least part-time, in perianesthesia nursing, or in the management, teaching, or research of perianesthesia nursing.
Section 3.2.2 Affiliate: Affiliate members shall be duly licensed health care professionals who have an interest in perianesthesia patient care.
Section 3.2.3 Retired: Retired members shall be members in good standing who, immediately prior to retirement or permanent disability, were active members.
Section 3.2.4 Honorary: Honorary members will include past presidents of the Association, the four founding directors, and those persons selected by the board who have rendered distinguished or valuable service to the Association or to perianesthesia nursing.
Section 3.2.5 Student: Student members shall be individuals pursuing education leading to eligibility to sit for the registered nurse licensing examination.
Section 3.2.6 Corporate: Corporate members shall be companies or organizations that support the mission, purposes, and goals of the Society.
Section 3.2.7 International: International members reside in areas outside of the USA and shall be active members that are duly licensed nurses who currently practice in good standing, at least part-time, in perianesthesia nursing, or in the management, teaching, or research of perianesthesia nursing.
Section 3.3 Representation. Active members in good standing may hold office. Active and retired members in good standing may serve on or chair a committee of the Association. All active members in good standing may vote on matters of business brought before the Association. Proxy voting is not permitted.
Section 3.4 Benefits. All members of the Association in good standing shall receive all official publications and notices of the Association.
Section 3.5 Application and Dues Assessment
Section 3.5.1 Application. Any person desiring membership in the Association shall submit a membership application, either written or by internet form, to ASPAN.
Section 3.5.2 Membership Dues. ASPAN dues are determined by ASPAN policy and component dues are determined by the AzPANA Board of Directors. Dues are non-refundable. Members are delinquent if their dues are not received by ASPAN within 60 days of the date upon which the dues are payable. After that point, membership shall be terminated.
Section 3.6 Termination. Members who do not adhere to the Association bylaws and policies may have their membership terminated by the Board of Directors in collaboration with the ASPAN National Office. Termination action shall not be taken until a member is advised of a specific rationale for termination and given opportunity for due process as described in Robert’s Rules of Order, Newly Revised.
ARTICLE IV - MEMBERSHIP MEETINGS
Section 4.1 Regular Meetings. Meetings of the Association’s members shall take place in conjunction
with the education seminars of the Association.
Section 4.2 Annual Meeting. The annual membership meeting shall take place at a time and location designated by the Board of Directors and shall include installation of officers and directors of the Association, presentation of annual committee reports, and other business of the Association.
Section 4.3 Special Meetings. A special meeting may be held if voted for by a simple majority of the Board of Directors or upon written request of twenty-five percent of the Association’s active members. Only those items of business set forth in the notice of special meeting shall be discussed and acted upon at such a meeting.
Section 4.3.1 Notification. Notice of all special meetings of the Association shall be sent to the members at least seven days prior to the meeting.
Section 4.4 Quorum. Ten percent (10%) of the Association membership present at any regular or special meeting shall constitute a quorum for the transaction of business.
ARTICLE V - BOARD OF DIRECTORS
Section 5.1 Powers. The Board of Directors shall be charged with the responsibility of managing the affairs of the Association, including the preparation and approval of the annual budget. Voting of the Board may be conducted in person, by mail, by telephone, or through electronic communication.
Section 5.2 Composition. The Board of Directors is composed of not less than four and not more than fifteen members. The Board of Directors shall be composed of four Officers and not more than seven other Directors. All Directors shall be elected by a vote of the general membership in accordance with Policy and Procedure. The Board of Directors, if possible, shall be comprised of members from varied geographical areas of the state.
Section 5.3 Officers and Directors. The officers of the Association shall be the President, Vice-President/President-Elect, Secretary, and Treasurer. All officers and directors shall be elected by vote of the general membership of the Association according to policy. The responsibilities of each of these positions shall be set forth in Policy and Procedure.
Section 5.4 Terms and Eligibility.
Section 5.4.1 President, Vice-President/President-Elect. President and Vice-President/ President-Elect shall hold office for a term of two (2) years or until their respective successors have been duly elected and qualified. At the completion of the President’s term, the Vice-President/President-Elect shall automatically assume the office of President. The President shall automatically assume the role of Immediate Past President and will become a resource for the board. The offices of President and of Vice-President/President-Elect shall be required to be active members of the Association in good standing.
Section 5.4.2 Secretary. The Secretary shall hold office for a two (2) year term and be elected in the odd numbered years. The office of Secretary shall be required to be an active member of the Association in good standing.
Section 5.4.3 Treasurer. The Treasurer shall hold office for a two (2) year term and be elected in the even numbered years. The office of Treasurer shall be required to be an active member of the Association in good standing.
Section 5.4.4 Director of Membership. The Director of Membership shall hold office for a two (2) year term, and may be elected in any year. This Director shall be required to be an active member of the Association in good standing.
Section 5.4.5 Director(s) of Education. The Director(s) of Education shall hold office for a 2 year term, and will be elected in alternating years. There will be a minimum of two Directors of Education. Each Director shall be required to be an active member of the Association in good standing.
Section 5.5 Terms of Office. Any member of the Board, other than the President, Vice-
President /President-Elect, may succeed himself / herself, but only for two immediately successive terms in the same office. Any person filling an
unexpired term for not less than one-half of the term shall be deemed to have served one term. After three consecutive terms, a member shall continue on the board only if elected to another office or position on the Board, unless there isno one willing to serve in their current position and they are willing to continue for another term. Any member serving three consecutive terms and not re-elected to another office or position shall be eligible for election to the Board after an absence of one year
Section 5.6 Vacancies. Any vacancy of a board position shall be filled by a Presidential appointment with the exception of the President, which is automatically filled by the Vice-President / President-Elect. In the event of a vacancy in the office of the Vice-President / President-Elect, the President shall remain in this position until a successor is duly elected and qualified.
Section 5.7 Removal. Any officer or director who is absent from two consecutive Board meetings without excuse may be removed from the Board of Directors. Officers and directors may be subject to reprimand, censure or expulsion by a two-thirds vote of the Board of Directors for violating the bylaws of the Association, misconduct or neglect of duty in office, or behavior injurious to the Association. No such action shall be taken against any officer or director until the Board member has been advised of the specific charges, given a reasonable time to prepare a response, and afforded a full hearing before the Board of Directors. A temporary suspension of a board member may be made prior to a hearing if approved by a simple majority of the executive board. Officers or directors expelled from the Board pursuant to this section shall be ineligible to serve as an officer or director of the Association at any future time.
Section 5.8 Compensation. Board members shall serve in a voluntary capacity, but may receive position – related compensation / reimbursement for expenses as set forth in Policy and Procedure.
Section 5.9 Meetings. The Board of Directors shall hold an annual membership meeting for the Association for the purpose of organization and the consideration of any other business. Regular meetings of the Board of Directors shall be held in conjunction with the education seminars of the Association. Special meetings of the Board of Directors may be called by the President, or any three directors, as set forth in Policy and Procedure. Members of the Association in good standing may attend a board meeting as non-voting participants. Notice of regular or special meetings of the Board of Directors shall be given to each director at least five days prior to the meeting. A majority of the directors, three of whom are officers, shall constitute a quorum of the board at all of its meetings. The board of directors, executive committee ( consisting of all officers ), and standing committees are authorized to meet by telephone conference call or through other electronic communications media so long as all members may simultaneously communicate with each other and participate during the meetings. The board shall meet a minimum of four times per fiscal year.
ARTICLE VI - ORGANIZATIONAL UNITS
Section 6.1 Committees. The Association shall have the following committees whose duties and functions shall be designated by Policy and Procedure: Education, Membership, Scholarship, Historian / Publicity, Governmental Affairs / ASA Liaison, Communications, Fundraising, Bylaws and Policies, Nominating, Executive, Finance, and Strategic Planning.
Section 6.1.1 Special Committees. Special Ad hoc committees may be appointed by the President or at the request of a simple majority of the Board of Directors. These committees cease to exist when the purpose for which they were created is resolved.
Section 6.2 Committee Chairpersons. The above said committees may be comprised of either a single individual or group of active Association members in good standing. Chairpersons are appointed by the President, on a voluntary basis, for a two year commitment. Duties and responsibilities of said individuals / committees are to be fulfilled as set forth in Policy and Procedure. Each person may succeed himself / herself, but only for two immediately successive terms in the same office.
ARTICLE VII - MANAGEMENT
Section 7.1 Business Address. In addition to its Statutory Agent, the known business address of the Association shall be the address of the current President of the Association.
Section 7.2 Corporate Seal. The Association shall have an official seal, which shall be in such form as approved by the Board of Directors, but shall in any event contain the words, “Arizona PeriAnesthesia Nurses Association”.
Section 7.3 Fiscal Year. The fiscal year of the Association shall be a twelve month period as established by resolution of the Board of Directors.
Section 7.4 Contracts. The Board of Directors may authorize any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
Section 7.5 Expenditures. All expenditures shall be in accordance with Policy and Procedure.
Section 7.6 Records. The records shall be maintained as in accordance with Policy and Procedure.
ARTICLE IX - REPEAL, ALTERATION OR AMENDMENT
These bylaws may be repealed, altered, amended, or substituted in accordance with Policy and Procedure. Bylaws may be adopted at any time by two-thirds vote of the Board of Directors of the Association.
ARTICLE X - DISSOLUTION
The Association may be dissolved with the consent given in writing and signed by not less than two-thirds of the membership. Upon dissolution of the Association, the assets of the Association shall be distributed exclusively to charitable, religious, scientific, literary or educational organizations which would qualify under the provisions of Section 501(C) (3) of the Internal Revenue Code of 1954 and regulations applicable thereto, as they are now existing or as they may be hereafter amended
Adopted by the Board of Directors this twenty fourth day of December 2015
Mary K. Avina, RN, BSN, CAPA
Attest: Mark Chang, RN, BSN, BA