AASN Bylaws Adopted July 2017

BYLAWS

of

ALABAMA ASSOCIATION of SCHOOL NURSES, Inc.

 

ARTICLE I NAME

 The name of this organization shall be Alabama Association of School Nurses, Inc., hereinafter referred to as Alabama Association of School Nurses, the Association, or AASN.

 

ARTICLE II OBJECT

In addition to the purposes set forth in the Articles of Incorporation, the object of this Association shall be to promote quality school health services and health education throughout Alabama by increasing the effectiveness of its members and by being affiliated with the National Association of School Nurses, Inc. and the Alabama Education Association.

 

ARTICLE III MEMBERSHIP

Section 1 Classes of Membership    

 A. Active Registered Nurse (RN) Member
  1.  Any professional nurse registered in the State of Alabama, upon the payment of dues, shall be an active member provided he or she is contracted for, or employed by, an agency for the purpose of providing school health services and or supporting school health.  
  2. Unless otherwise specified in these bylaws, any reference to a member(s) shall be understood to mean an active RN member(s) with full rights and obligations to vote, debate, hold office, chair committees, serve on committees pay dues, attend meetings, and any other rights, obligations, or duties normally afforded members of a deliberative organization. 
  3. Any retired member who desires to remain in the Active membership classification shall be required to pay full Active dues and upon payment of dues, shall be granted Active membership

 

 B.  Member at Large
  1. Any registered professional nurse, or licensed practical nurse or allied health professional interested in supporting the goals and purposes of the AASN, who is not eligible for active membership, upon the payment of dues,  shall be an associate member with all rights, obligations, and duties of active members except chairing committees, voting and holding office. 

 

C.  Student Member 

  1. Any student enrolled in a professional nursing program, which is not eligible for active membership, upon payment of dues, shall be a student member with all rights, obligations, and duties of active members, except chairing committees, voting and holding an office. Such members shall be a member for a maximum of five years. Proof of enrollment must be submitted with the membership application.
D.    The AASN membership shall define and approve all other types of membership in alignment with the NASN. 

 

Section 2 Dues

Dues hall be established annually by the board of directors.

Payment of dues authorizes membership in the corporation for one full year from the date the payment is processed. Membership growth is calculated based on the fiscal year.

 

Section 3 Districts

A. Composition
  1. The State of Alabama shall be divided into seven (7) geographical areas which   are to be designated as districts with each district being represented by a District Chairman who shall be appointed by the President and approved by the Executive Committee and shall serve on the Board of Directors.  District boundaries may be changed by a majority vote of members present and voting at an annual meeting.
B.  Organization
  1. Each District shall be organized as its Chairman and members agree in order to carry out objectives.
C.  Meetings
  1. Each District shall hold meetings at a time and place as determined by the District Chairman on a needs basis to address issues related to the District, the Association, and/or to further advance the health education of its members.    

                         

ARTICLE IV

OFFICERS-TERMS-QUALIFICATIONS-DUTIES-ELECTION-VACANCIES-REMOVAL

 

Section 1 Officers

The elected officers of the Association shall be a President, a President-Elect, a Vice-President, a Secretary, a Treasurer, and a Director.

                         

Section 2 Terms

  1. All elected officers terms shall begin at the close of the Annual Business meeting at which they are elected and ends at the close of the Annual Business meeting that elects their successor(s) or their successor(s) assumes office with the following exceptions:
  2.                      
    1. The President and President-Elect shall serve for a term of two years. The President is not eligible for consecutive re-election.
    2. The President-Elect shall be elected in even years and shall automatically succeed the office of the president at the expiration of the president’s term, and shall act for the president in the absence of the president.
    3. The Vice President and Secretary shall serve a term of two years, elected in odd years, and may serve for only two consecutive terms in office.
    4. The Treasurer shall serve a term of two years, elected in even years, and may serve only two consecutive terms in the office.
    5. The Director shall serve for a term of four years beginning at the NASN winter board meeting following AASN election. The Director is not eligible for consecutive re-election.
  3.  Any past officer or member who is appointed to serve the unexpired term of a vacated office shall not have that term counted as a full term so that they shall be eligible to serve and or be elected to that office or any other office at the next Annual Business Meeting and serve the number of terms allowed by these bylaws for that office. 

 

Section 3 Qualifications

All potential officers must have been employed as a full time school nurse for the time specified below and have been an active member in the Association for the time specified below and be current with dues. If an officer’s dues become delinquent, that office shall be considered vacant and shall be filled as prescribed in these bylaws. All elected executive officers will be bondable at AASN expense if required by the Board of Directors.

  1. President: Three (3) years Employment and Two (2) years Active RN Member.
  2. President-Elect: Two (2) years Employment and Two (2) years Active RN Member, held previous position of Board of Directors of AASN.
  3. Vice-President: Two (2) years Employment and Two (2) years Active RN Member.
  4. Secretary: One (1) year Employment and One (1) year Active RN Member.
  5. Treasurer: One (1) years Employment and One (1) year Active RN Member. 
  6. Director: Four (4) years Employment, Two (2) years Active RN Member, Two (2) years on the Board of Directors of AASN, has been an active member of the National Association of School Nurses for last two (2) years.

 

Section 4 Appointed Positions

A.  President may appoint additional positions to be served by members of the Association. These appointments may include, but not be limited to; Continuing Education Coordinator, Historian and a Chaplain.  A Parliamentarian may be appointed with duties and qualifications as stated.                                      

  1. All appointed positions must hold active membership in the Association and may serve on the Board of Directors if approved by the Executive Committee.

   (2)  Duties

  1. The duties of appointed positions shall be as specified in the parliamentary authority adopted by the Association and any other duties that may be assigned by the President, the Board of Directors, or the Executive Committee.
  2. The Parliamentarian may be an active member of AASN or a hired professional with such duties as are specified in the parliamentary authority adopted by the Association and any other duties mutually agreed upon between the Parliamentarian and the Association.
  1. Dismissal of any appointee to any of the listed positions must follow the Conflict Resolution procedures specifies in Article IV, Section 8 unless the appointee agrees otherwise to waive any or all of the required procedures.

 

Section 5 Election

  1. Election of officers shall be conducted at the Annual Business Meeting by secret ballot.
  2. The Nominating Committee Chairman or a designee appointed by the nominating committee or board of directors shall report to the membership at the Annual Business Meeting the names of the candidates which have been approved by the Board of Directors.  
  3. The presiding officer shall begin the election of officers by announcing to the assembly that a member may be nominated for more than one office and then seek nominations from the floor for each office, and close nomination for each office by general consent after all nominations from the floor have been completed for that office. Members wishing to nominate a member from the floor shall have the nominee’s permission and a statement from the Nominating Committee that the potential nominee is credentialed.
  4. The President shall instruct a previously appointed Tellers Committee to distribute the ballots and instruct the voting members to add any nominations from the floor to that ballot. After voting, the members of the Tellers Committee will collect and count ballots and report the votes (not the results) received by each candidate for each office to the presiding officer
  5. The presiding officer will repeat the votes for each office and announce the candidates who have been duly elected and proceed with additional voting for any office not decided by the first ballot. Any unopposed candidate for an office may be declared duly elected by the presiding officer by unanimous consent or acclamation.
  6. For any elected office, where more than two candidates are on the ballot, and no candidate receives a majority of the votes cast, a runoff election shall be held between the two candidates receiving the highest number of votes.

 

 
 

Section 6 Duties

Each officer shall carry out the duties of their office as specified below and any additional duties are required by a motion adopted by the membership at an Annual Business Meeting, by action of the Board of Directors or the Executive Committee, or any higher authority to which they may be subject.

 

    A.  President

  1. The President shall preside at all meetings of the Board of Directors and the Executive Committee, serve as ex-officio a member of all committees except the Nominating Committee, and 
  2. Appoint the Chairman of all committees except the Nominating Committee and submit the appointees for approval by the Executive Committee, and
  3. Perform all duties normally expected of a President as specified in the latest edition of Robert’s Rules of Order Newly Revised, and such other duties as the Board of Directors may require.

 

 B.  President-Elect

  1. The President-Elect shall preside at all meetings in the temporary absence of  the President and shall assume the Presidency upon the vacancy of that office for the remainder of the term and assume the office of President the subsequent term, and 
  2. Shall serve on the Program Committee and as Chairman of the Continuing Education Committee.

 

 C.   Vice-President

  1. Shall serve as Chairman of the Program Committee and serve on the Continuing Education Committee.

 

 D.  Secretary

  1. Shall  keep full and accurate minutes of all regular and special meetings of the Association, the Board of Directors and the Executive Committee, and file them in a binder and make them available for any  member upon request at the convenience of the Recording Secretary and the member, and
  2. Shall provide printed copies by electronic means of the proceedings of all meetings of the above mentioned bodies to the designated or appropriate members within 15 days of the conclusion of the meetings.
  3. Annual Business Meetings may be recorded and printed copies summarizing the proceedings or copies of the recorded procedures may be distributed as directed by the Executive Committee or the President.  Such recordings shall be kept on file by the Secretary.

 

E.  Treasurer

  1. The Treasurer shall keep accurate accounts of the receipts and disbursements in the books of the Association, and
  2. Shall give such financial reports to the bodies of the Association as are requested by the President, and
  3. Serve as Chairman of the Finance Committee and member of the Membership Committee and
  4. Must prepare yearly taxes and file on time. If the need for an extension arises, the Treasurer must report the reason to the Board of Directors before the yearly deadline.

 

 F.  Director

  1. The Director shall assist the Executive Committee as needed with assigned duties, and
  2. Serve as National Association of School Nurses(NASN) representative to AASN to include conveying and or advocating for concerns and positions of NASN as determined by NASN Board of Directors, and      
  3.  Serve as Chairman of the Awards and Recognition Committee

 

 G. LPN Representative

 (1) The LPN Representative shall serve on the Membership Committee and may serve on other committees as appointed by the President.  

 

Section 7 Vacancies in Office

  1. A vacancy in the office of President shall be filled by the President-Elect thus creating a vacancy in the office of President-Elect which shall be filled by a majority vote of the members present and voting at a regular meeting of the Board of Directors.
  2. Should any other office become vacant, that office shall be filled by a majority vote of the members present and voting at the next meeting of the Board of Directors. 

 

Section 8 Removal from Office or Duties

  1.  After the procedures related to Conflict Resolution specified in Article VI, 3-A result in a recommendation that the Board of Directors dismiss an officer, any officer of AASN may be removed from office for sufficient reason(s) as determined by a majority vote of the members of the Board of Directors present and voting, at a regular or special meeting of the Board after a hearing is conducted by the Board whereby the charges against the officer are explained and supported by evidence. The officer involved may be represented by counsel at personal expense and the officer and or counsel shall be allowed to speak in defense of the charges.
  2.  Any appointee, who fails to perform to the satisfaction of the appointing body or person making the appointment, may be relieved from those duties by a majority vote of the members of that body present and voting, excluding the accused, at a regular or special meeting of the appointing body or by the person making the appointment. After having a hearing at which the appointee is present and the charges are specified and supporting evidence and witnesses or documents are presented, and the appointee has a chance to refute those charges and be represented by counsel at personal expense, the body or person making the appointment decides the result.  
  3.  A properly scheduled hearing may proceed without the appointee unless the appointee has provided the appropriate body with an acceptable and reasonable excuse for his or her absence that is verifiable and accepted by the Board of Directors or Executive Committee.

 

ARTICLE V BOARD OF DIRECTORS

 

The Board of Directors shall be the governing body of the Association and have full power and authority over the affairs of the Association between Annual Business Meetings except as otherwise provided in these bylaws and shall have the authority to adopt special rules of order and or standing rules to govern its own proceedings and the affairs of the Association over which it has power and authority.

 

Section 1 Composition

The voting members of the Board of Directors shall be composed of the President, President-Elect, Vice-President, Secretary, Treasurer, Director, All Standing Committee Chairmen, District Chairmen and certain appointed officers if approved by the Executive Committee. 

 

Section 2 Meetings

The Board shall meet at least quarterly or at the call of the President or upon the written request to the President signed by five (5) members of the Board.  Such meetings may be in            person or by electronic means where a majority of the Board is present at the same time and can communicate effectively with any and all present.

 

Section 3 Quorum

A majority of the voting members of the Board of Directors constitute a quorum.

 

Section 4 Duties

  1. Decide on the date, time, and place of the annual meeting
  2. Approve or amend the annual budget of the Association submitted from the Finance Committee.  After approval or amendment, submit a copy for information  purposes only to the membership at the Annual Business Meeting, and
  3. Determine compensation/reimbursement of officer and member expenses when applicable, and
  4.  Approve amendments by the Finance Committee to the adopted budget during the fiscal year, and
  5. Conduct hearings and decide removal, retention, or other disciplinary action of officers or other members for just cause as the evidence presented warrants, and
  6. Implement the decisions of the membership arrived at during the Annual Business Meetings, and
  7. Initiate possible changes to the Articles of Incorporation to be presented to the members for consideration at an Annual Business Meeting, and
  8. Perform such other duties as are enumerated in these bylaws and those that may be needed to carry out the purposes of the Association between the Annual Business Meetings of the membership. 

 

ARTICLE VI EXECUTIVE COMMITTEE

 

Section 1 Composition

The voting members of the Executive Committee shall be composed of the six (6) elected officers of the Association: President, President-Elect, Vice-President, Secretary, Treasurer and Director

 

Section 2 Authority

The Executive Committee shall exercise the authority of the Board of Directors between  meetings of the board but only to the extent necessary to take action on unanticipated business that requires action between meetings of the Board of Directors and such action is not contrary to any action taken by the Board or instructions given to the Executive Committee, and perform such other duties as are enumerated below.

 

Section 3 Other Duties         

A.  Conflict Resolution Process
  1. After the Executive Committee has been informed by the President, Board of Directors, Executive Committee member(s), or any Association member, that a possible conflict exists, the Secretary shall be requested by the Executive Committee to inform the parties involved in writing.
  2. An initial meeting, mutually agreed upon by all parties, shall be scheduled, at which a preliminary hearing will take place to resolve the issue, determine if additional meetings are necessary, or refer the issue to the Board of Directors with a recommendation determined by a majority vote of the Executive Committee and
 B.  Have such other duties as are specified in these bylaws or by the Board of Directors

 

Section 4 Meetings

The Executive Committee shall meet at the call of the President or upon the written request of three (3) of its members and such meetings may be in person or by teleconferences where a majority of its members are present at the same time and can effectively communicate with any and all present.

 

Section 5 Quorum

A quorum of the Executive Committee shall be a majority of its members.

 

ARTICLE VII COMMITTEES

 

There shall be the following Standing Committees: Auditing, Awards and Recognition, Bylaws, Continuing Education, Finance, Legislative, Membership, Nominating, Program, Public Relations, and Ways and Means. Such other committees, standing or special, shall be established by majority vote of the members present and voting at an Annual Business Meeting or by a majority vote of the members present and voting at a meeting of the Board of Directors, with the duties of any and all committees being subject to change by the Board.

 

Section 1 Committees           

A.  Auditing

An Auditing Committee comprised of a Chairman and two (2) members shall be appointed by      the President at least five months before the close of the fiscal year. Their duty shall be to audit the Treasurer’s accounts at the close of the fiscal year and to submit copies of the report to all members of the Board of Directors by September 1 of each year.

 

 B.  Awards and Recognitions Committee

The Awards and Recognitions Committee shall consist of the Director and a minimum of four members. The committee shall publicize the criteria for selection of Alabama School Nurse of the Year, choose a recipient for the award from nominations submitted and plan the awards ceremony and other recognitions as approved by the Board of Directors.

 

 C.  Bylaws

The Bylaw Committee shall consist of at least two (2) members who shall receive written proposed amendments from members and or the Executive Committee. The committee shall edit all proposed amendments and forward them to the President 45 days before the Annual Business Meeting for presentation to and approval of the Board of Directors. All amendments so approved shall then be publicized to the members as stated in Article X-AMENDMENT. 

 

 D.  Continuing Education                

The Continuing Education Committee shall consist of the President-Elect and Vice President, Continuing Education Coordinator, and a minimum of two additional members, who shall be responsible for implementing the requirements for continuing education as mandated by the State Board of Nursing.

 

 E.  Finance Committee

The Finance Committee shall be comprised of the Treasurer and four other members, and it shall be the responsibility of this committee to prepare a budget for the following fiscal year. This budget shall be submitted to the Board of Directors at a Board meeting prior to the Annual Business Meeting for publication purposes.  The Finance Committee may amend the adopted budget from time to time during the fiscal year, with the approval by majority vote of the Board of Directors.

 

 F.  Legislative
  1. The Legislative Committee shall be comprised of at least two (2) members, a chairman and one other member.  It shall be the responsibility of this committee to propose and submit a federal and state legislative program that supports and advances the goals and mission of the Association to the Executive Committee upon request
  2. This committee shall report to the Executive Committee by electronic means or paper copies, a summary of their actions and or the results of any and all meetings in carrying out their federal and state programs within two (2) weeks of such actions or meetings.

 

G.  Membership

The Membership Committee shall be comprised of the Website Coordinator, Treasurer, LPN Representative and all District Chairmen. The Website Coordinator shall serve as Membership Chairman and shall keep an accurate and current list of the membership of AASN. The Membership Chairman will be responsible for dues notices to all members.

                  
H.  Nominating

The Nominating Committee shall consist of three members and shall be elected at the Annual Business Meeting immediately after officer elections. It shall be the duty of this committee to nominate candidates for the offices to be filled at the next Annual Business Meeting. The Nominating Committee shall report a list of potential nominees to the Board of Directors two weeks prior to the Annual Business Meeting. Nominations from the floor shall be permitted after completion of the Nominating Committees report to the membership at the Annual Business Meeting.

 
I.   Program

The Program Committee shall consist of the President-Elect, Vice President, Treasurer, Continuing Education Coordinator and a minimum of three (3) additional members. The Vice President will serve as Chairman of this committee. The Program Committee shall be responsible for the overall annual AASN conference.  The conference program shall be submitted to the Board of Directors for approval and or corrections prior to publication. The Program Chairman shall have the authority to authorize any charges related to program development within the approved program budget.

 

 J.   Public Relations

The Public Relations Committee shall consist of the President, Website Chairman, and all District Chairmen for the purpose of informing the membership and the public of the goals, issues, and activities that will promote school nursing generally and the Association specifically.

 

 K.  Ways and Means

The Ways and Means Committee shall consist of a Chairman and two (2) members whose duties are to organize and promote fund raising activities of the Association.

 

Section 2 Quorum

A quorum of all committees of three (3) or more members shall be a majority of its members, and committees with only two (2) members shall require both members to be present for any and all meetings of that committee.  Teleconferencing and electronic correspondence is hereby authorized for committee meetings.

 

Section 3 Reports 

Committees make reports to the Board of Directors except as specified in these bylaws and to the Annual Business Meeting as required, requested, or needed.

 

Section 4 Committee Chairmen

  1. Chairmen of committees shall call meetings on a needs basis and be responsible for the written and or oral reports required, requested, or needed to be given at meetings of the Board of Directors, the Executive Committee, or at the Annual Business Meeting.
  2. Committee Chairman shall select the number of members to serve on their respective committees except as provided in these bylaws. 

 

Section 5 Teleconferences

Teleconferences are hereby authorized for Standing Committee meetings provided all members constituting a quorum of the committee are present at the same time and can effectively communicate with one another

 

 

ARTICLE VIII MEETINGS

 

Section 1 Annual Business Meeting

There shall be an Annual Business Meeting of the Association to elect officers and address issues of concern to the Association.  A majority vote of the active members present and voting at the annual meeting shall decide all issues unless otherwise provided in these bylaws, or required by the parliamentary authority adopted by the Association, or any higher authority to which it may be subject.

 

  1.  A quorum at the Annual Business Meeting shall consist of those active members present.
  2.  The Annual Business Meeting site, date, and time shall be decided by the Board of Directors.

 

Section 2 Special Meetings

A Special Meeting of the membership may be called by the Board of Directors upon a majority vote of the entire Board to address only the issue stated in the call of that meeting. A Ten (10) day notices as long as no hardship is created on those who would attend. The purpose, date, and hour of such meeting, shall be sent to all members eligible to vote at such a meeting.

 

Section 3 Voting

  1.  Voting at any and all meetings of the Association shall be in person, or if authorized in these bylaws, during teleconferences or electronically, and all issues shall be decided on the basis of a majority vote of those present and voting, except as may be authorized otherwise in these bylaws or in the parliamentary authority adopted by the Association.
  2.  The voting body at any and all meetings of the Association shall be limited to active members.  
  3. Proxy voting and absentee ballots are prohibited.
  4.  Electronic voting shall require a thirty (30) day notice to eligible voting members by email and announcement on the AASN website. A three (3) business day window will be allowed for electronic voting. Board meetings are excluded in accordance to provisions in Article V.

ARTICLE IX PARLIAMENTARY AUTHORITY  

 

The most current edition of Robert’s Rules of Order Newly Revised shall govern the conduct of business in this Association in all cases to which they are applicable and are not inconsistent with these bylaws, the Articles of Incorporation, or any written rules the Association may adopt or to any higher authority to which it may be subject.

 

ARTICLE X AMENDMENT

 

These bylaws may only be amended at the annual business meeting of the Association by a majority vote of the active members present and voting, provided the propose amendment(s)have met all the requirements specified in ARTICLE VII-COMMITTEES- Section 3-Bylaw Committee, and copies of the proposed amendments or revisions have been transmitted by electronic means and or postal service, to all eligible voting members of the Association ten (10) days prior to the Annual Meeting at which they will be considered.

 

ARTICLE XI DISSOLUTION

 

In the event of dissolution, which must be approved by a majority vote of the active members, the association shall be dissolved.  No officer, director, member, or employee or any other private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation. After the payment of all debts, the remaining assets may be used, sold, or donated to another not for profit 501 (c) 3 corporation or tax exempt organization as per the corporate laws of the State of Alabama in effect at the time of  dissolution. It is advisable that an attorney be engaged to advise the Association during a dissolution process.

 

PROVISO

Resolved: That the secretary and/or the Bylaw Committee be authorized to correct article and section designations, punctuations, and cross references and to make such other technical and conforming changes as may be necessary to reflect the intent of the Association in connection with the adoption of these bylaws of the Alabama Association of School Nurses, Inc.

 

 

Revised June 2013

Revised July 10, 2017