Proposed revised Bylaws for FNPN. These will be voted on at the Conference

2013 Proposed Bylaws Amendments 

FLORIDA NURSE PRACTITIONER NETWORK, Inc. 

BYLAWS 

ARTICLE I: NAME 

The name of this organization shall be the Florida Nurse Practitioner Network, Inc. incorporated in the State of Florida. This organization shall be referred to as FNPN in these bylaws and within other official documents.  

ARTICLE II: MISSION

The mission of FNPN is to…

Encourage networking between members throughout the state;

Provide educational and professional development for nurse practitioners;

Serve as a resource for nurse practitioners, their patients and other health care

consumers. Promote excellence in practice, education, policy and research;

Provide legislative leadership and advocate for health policy.

ARTICLE III: MEMBERSHIP 

Section 1: Full members shall be registered nurses who have successfully completed a program in advanced practice nursing or a nurse practitioner program and maintain certification with a nationally approved certifying body & licensure as a nurse practitioner. 

Section 2: Associate members shall be any person interested in fostering the mission, vision, and values of the FNPN. Associate members do not have the right to vote or hold office. 

Section 3: Student members shall be enrolled in an advanced practice nursing program that upon completion allows the applicant to be licensed as an advanced registered nurse practitioner (ARNP). Student members shall have the right to vote. A student member of FNPN in good standing for 12 consecutive months prior to the call for nominations has the right to hold office. 

Section 4: Retired Members: Retired Members shall be NPs who have retired from NP practice. Retired Members shall have the right to vote in state elections. Retired Members wishing to seek state office must be an FNPN Member in good standing for 12 consecutive months prior to the date of call for nominations. 

Section 5: Group members shall be any organized group of nurse practitioners. Each group shall have one vote in the election of officers. An individual member of a FNPN Group Member who is not an active full member of the FNPN is not eligible to hold an elected position in the FNPN. 

Section 6: Supporting members shall be corporations, agencies, organizations or institutions interested in supporting the FNPN mission by contributing financial support. Supporting membership does not confer voting or office privileges nor does it require active participation in the FNPN.

ARTICLE IV: DUES 

Section 1: Membership dues are paid on an annual basis. The forfeit of all membership rights shall occur at the end of the month in which membership expires. Membership rights are forfeited if dues are not renewed on time. 

Section 2: The Board of Directors shall set membership dues annually by majority vote. 

ARTICLE V: ANNUAL MEETING 

Section 1: There shall be a minimum of one meeting each year of the general membership. The time and place of this meeting shall be published at least ninety  (90) days prior to the meeting. 

Section 2: The voting body shall be all active voting members in good standing in attendance at the meeting. 

ARTICLE VI: ELECTIONS 

Section 1: Nominations Process The call for nominations for elected positions of the FNPN shall be published at least ninety (90) days prior to the elections. Voting members in good standing may be nominated for elected positions. All nominations must be submitted by close of the call for nominations. The call for nominations shall close two (2) months prior to the elections.

Section 2: Election Process: The slate of candidates shall be announced at least one month prior to the elections. Elections shall be held in November of each year.  All voting members in good standing shall be eligible to vote. Voting shall be by  ballot. Electronic voting supported by a secure website will be the method used to conduct annual elections, members may request a mail ballot if they are unable to participate via electronic voting. A simple majority of ballots cast by members in good standing shall be sufficient for election. In the event of a tie vote, the decision shall be made by secret ballot of the Executive Committee. 

Section 3: Term of Office: Newly elected members of the Executive Committee shall begin their term of office on January 1 of each year. 

Section 4: Elections of the following officers occur in even-numbered years:

            A. President

            B. Second Vice-President

            C. Treasurer 

Elections of the following officers occur in odd-numbered years:

            A. First Vice-President

            B. Secretary

            C. Membership Director 

ARTICLE VII: BOARD OF DIRECTORS 

Section 1: The Executive Committee shall constitute the Board of Directors andshall be the governing body of the FNPN. All members of the Executive Committee shall serve for a term of two years, or as specified in these bylaws. No member of the Board of Directors shall serve more than two consecutive terms in the same position. 

Section 2: As the governing body of the FNPN, members of the Board of Directors shall serve in good faith, shall uphold the highest professional, ethical, and legal standards, and shall fulfill the functions of their positions 

Section 3: There shall be at least three (3) regular meetings of the Board of Directors each year, two of which may be held via telephone conference call or other form of electronic communication. One of these meetings shall be at the time of the annual meeting. The President shall set the time and place of these meetings, and sixty (60) days’ notice shall be given. Special meetings of the Board of Directors may be called by the President, or shall be called upon written request of at least four (4) members of the Board of Directors. Ten (10) days’ notice shall be given and the purpose of the meeting shall be stated in the call for the meeting. 

Section 4: In the event a member of the Board of Directors is unable to participate in an official meeting of the Board of Directors, they shall not have the right to have a proxy attend and/or vote in their behalf.  

Section 5: In the interval between regular meetings of the Board of Directors, the President may refer to the Board questions relating to the affairs of the organization, which, in the opinion of the President, require immediate action on the part of the Board. The result of such referendum, which requires a majority vote of the Board of Directors, shall control the action of the organization, and its board, officers, sections, committees, agents, units and employees.  

Section 6: In the event a vacancy occurs in any position of the Board of Directors due to change in status or otherwise, such position shall be filled in the following manner: 

· President: The First Vice President shall accede to the position for the completion of that term. The Board of Directors shall appoint a temporary Vice-President by a majority vote to serve until the next regular election for President. 

· The Board of Directors shall appoint replacements for all other vacancies by a majority vote. The replacement shall complete the term of the Board of Directors member being replaced. 

ARTICLE VIII: OFFICERS 

Section 1: The Officers of the FNPN shall be the Board of Directors. The Officers shall be the President, First Vice President, Second Vice President, Secretary, Treasurer and Membership Director. Members in good standing of the FNPN shall elect Officers. No Officer shall hold the same office for more than two (2) consecutive terms. 

Section 2: President shall:

The President shall be the chief elected officer and shall preside over meetings of the FNPN and the Executive Committee of the Board of Directors; Appoint individuals to do special projects to further the work of the FNPN; Appoint ad hoc committees;

Be an ex-officio member of all committees; Serve as a representative of the organization. After completing their term of office shall serve as Past-President until the sitting President’s term of office is complete. 

The Past President shall: serve as a “senior statesperson” to the Board of Directors. She/he may assist the President/Board as requested with duties and matters pertaining to FNPN, and will be available for assistance and counsel on FNPN business. She/he shall make his or her knowledge and skills gained in the FNPN highest office available to the organization.

1. Is a voting member of the Chapter Board of Directors and is familiar with Robert’s Rules of Order.

2. Accepts responsibilities for Chapter/Association assignments as delegated by the Chapter President.

3. Support and provide continuity to the President’s work by fulfilling the envisioned future, strategic plan, and policies established by the Chapter board of directors.

4. Represents the President or serves as spokesperson for FNPN as requested by the President.

5. Mentors and is available to provide advice to elected and appointed volunteers.

6. Passes on records of activities and and timelines relevant to his/her position during his/her term of president and supplies the incoming President with those records to ensure a smooth transition. 

The term of office of Immediate Past President is concurrent with the term(s) of the succeeding Chapter President.

Vacancy and Succession In the event of a vacancy, this office shall remain vacant until current Chapter President succeeds into this position. 

Section 3: First Vice President shall: Assume the duties of the President should the President be absent or unable to serve; Assume other duties as assigned by the President; Oversee health policy, media and public relations for the FNPN.  

Section 4: Second Vice President shall: Oversee educational programs and conferences for the FNPN; Assume other duties as assigned by the President. 

Section 5: Secretary shall: Keep a record of proceedings from all meetings of the Board of Directors and general membership meetings; Ensure that the Board of Directors and members are notified of elections and appointments; Ensure that notices of meetings of the Board of Directors are sent; Correspond with other organizations and assume other duties as assigned by the President.

Section 6: Treasurer shall: Be responsible for the fiscal soundness and integrity of the organization; Oversee the preparation and implementation of the annual budget; Oversee records of all debits and credits of the FNPN; Maintain checking and credit accounts, make deposits and write checks as required; Report an overview of expenditures, balances and foreseeable monetary needs to the Board of Directors quarterly; Complete and maintain any financial documents as required by law and as assigned by the President; Oversee fund raising as directed by the President and Board of Directors.

Fiscal business of FNPN commences January 1 and ends December 31of each year. 

Section 7: Membership Director shall: Oversee demographic database of members; Maintain list of Group Member officers and contacts of importance to FNPN members; Oversee membership drives; Report status of membership to the Board of Directors quarterly; Oversee member needs surveys as directed by the President. 

ARTICLE IX: COMMITTEES

Section 1: The committees of the FNPN shall be standing or ad hoc. Each committee shall have a chair appointed by the President and subject to approval of the Board of Directors, unless the position is specified in the bylaws. Each committee shall have at least two members.  

Section 2: All committees are advisory to the Board of Directors. Each committee shall review its functions annually, and then submit an annual report to the Board and a projected budget for the next year. 

Section 3: The following are standing/ad hoc committees of the FNPN: Nominations;, Health Policy; Education and Conference/ Practice and Research; Communications and Public Relations; Membership; and Fund Raising and Awards.  

Section 4: The Nominations Committee shall prepare a slate that optimally consists of at least two nominees for each office to be filled each year and submit the slate to the Board of Directors as directed in Article VI – Elections. 

The committee shall consist of at three (3) FNPN full members in good standing, who are not members of the Board of Directors, elected by the membership during the regular election process in odd numbered years.  

The Chair shall be the individual on the ballot for the Nominations Committee with the greatest number of votes. If there is a tie for the position of Chair, the decision shall be made by secret ballot of the Board of Directors. The term of office for the Chair and committee members shall be two years. In the event a vacancy occurs in any position of the committee, including the Chair, the vacancy shall be filled for the remainder of the term by a majority vote of the remaining members of the committee. The Chair and members of the committee shall not be eligible for nomination for any elected position while serving on the committee.  

Section 5: The Health Policy Committee, chaired by the First Vice President, shall advise on legal and legislative issues of importance to nurse practitioners. 

Section 6: The Education and Conference / The Practice and Research Committee, chaired by the Second Vice President, shall advise on promotions of standards of education for nurse practitioners and shall advise on the development of conferences sponsored by the FNPN. Advise on implementation of standards of practice for nurse practitioners and shall advise on ways to promote and support research for nurse practitioners and their delivery of health care. 

Section 7: The Membership Committee, chaired by the Membership Director, shall advise on ways to increase and maintain membership.  

Section 8: The Fund Raising Committee, chaired by the Treasurer shall advise on drives for funds for member needs. 

Section 9: The Communications and Public Relations Committee shall advise on public relations, marketing activities and general membership communications through newsletter, e-mail, web site and other forms of communication.  

Section 10: The Awards Committee (ad hoc) shall advise on promoting excellence in practice, education, policy and research through recognition. 

ARTICLE X: STAFF 

The Board of Directors shall approve all positions depending on need and availability of fiscal resources. 

ARTICLE XI: AMENDMENTS 

Section 1: Proposed amendments to these bylaws shall be sent to all members at least six weeks prior to the general membership meeting or prior to a ballot by mail. An amendment for which the membership has received such prior notice shall be passed if two-thirds (2/3) of the members of the general meeting or two thirds (2/3) of the members voting by mail in favor of the amendment and the amendment is approved by a two-thirds (2/3) vote of the Board of Directors. 

Section 2: An amendment which is to be proposed at any general membership meeting must first be approved by a three-fourths (3/4) vote of the Board of Directors. The amendment must them be passed by three-fourths (3/4) of the membership present and voting. 

Section 3: If a vote is to be taken at a membership meeting, members who are unable to attend the meeting should express their concerns regarding a proposed amendment in writing to the President. 

Section 4: Amendments to bylaws are limited to no more than two (2) times in one year. 

ARTICLE XII: QUOROM  

Section 1: A simple majority of the Board of Directors shall be necessary to constitute a quorum at any regular or any special meeting of the Board. 

Section 2: A simple majority of the members attending a regular meeting shall be necessary to constitute a quorum at any meeting of the general membership.  

ARTICLE XIII: PARLIAMENTARY PROCEDURE 

Parliamentary procedure for the FNPN shall be that of “Robert’s Rules of Order”, most recent edition. 

ARTICLE XIV: OFFICIAL PUBLICATION 

The official publication shall contain, but not be limited to, notification of elections, condensed minutes of meetings and information helpful in meeting the FNPN’s objectives. It shall be distributed periodically as directed by the Board of Directors to the general membership. 

ARTICLE XV: INDEMNIFICATION 

The FNPN shall indemnify all Officers, Directors and employees for expenses incurred with the defense or settlement of any claim against such person by reason of service as an Officer, Director or employee, unless a judgment or other adjudication shall establish that such claim arose or resulted from any dishonest, fraudulent, criminal, malicious or knowingly wrongful act, error or omission of such person. 

ARTICLE XVI: DISSOLUTION 

In the event of dissolution of the FNPN, the net assets of the FNPN shall be applied as follows: 

Section 1: All liabilities and obligations shall be paid, satisfied, and discharged or adequate provision shall be made thereof. 

Section 2: The Board of Directors will distribute distribution of remaining assets to like-projects. 

Respectfully Submitted by the Bylaws Committee

April 7, 2013

Cindy Parsons, DNP, ARNP

Denise Elswick, ARNP

Pamela Johnson ARNP