BYLAWS OF THE VERMONT/NEW HAMPSHIRE ASSOCIATION
Section 1.1 The name of this professional association shall be the Vermont/New Hampshire Association of Perianesthesia Nurses, hereinafter referred to as the VT/NH APAN or Association, a nonprofit corporation incorporated under the state of Vermont as primary and a foreign non-profit corporation in the State of NH.
Section 2.1 VT/NH APAN, as a component of ASPAN, exists to advance the quality and accountability of nursing care for patients, their families, and the community through education, research and standards of practice.
Section 3.1 General. Membership in the Association shall be a privilege contingent upon compliance with the requirements of the bylaws and such other requirements as the Association Board of Directors (BOD) may establish. Membership shall be mandatory in ASPAN.
Section 3.2 Classes. The Association shall have the following classes of member: Active, Affiliates, Retired and Honorary.
Section 3.2.1 Active. Active members shall be duly licensed nurses in good standing who currently practice at least part-time, in perianesthesia nursing, or in 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 shall be persons who have rendered distinguished or valuable service to the Association of perianesthesia nursing and have been selected as honorary members by the Association BOD.
Section 3.2.5 Students. Student members shall be individuals pursuing education leading to eligibility to sit for the R.N.. licensing examination.
Section 3.3 Representation. Active and retired members in good standing may vote on matters submitted to the general membership and serve as representatives to the Association. Active members in good standing may hold office, serve or chair a committee of the Association or serve as a member of ASPAN’s Representative Assembly.
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 ASPAN and the VT/NH APAN shall submit a written, signed membership application.
Section 3.5.2 Dues Assessment. All members of ASPAN and the VT/NH APAN, except honorary members shall be assessed dues, which shall be recommended by both Board of Directors of ASPAN and the VT/NH APAN. The Representative Assembly shall approve ASPAN dues. The Association BOD shall approve the VT/NH APAN dues. Members shall be delinquent if their dues are not received by ASPAN within sixty (60) days of the date which dues are payable. After that point membership shall be terminated.
Section 3.6 Termination. Members who shall not adhere to Association bylaws and policy may have their membership terminated by the Association BOD. Termination action shall not be taken until a member is advised of specific rationale for the termination and given opportunity for due process. Termination of membership shall occur upon death of the member.
MEETING OF MEMBERS
Section 4.1 Meeting. VT/NH APAN shall hold a general membership meeting annually in conjunction with the spring conference for perianesthesia nurses, for the purpose of conducting necessary educational, professional and/or business activities.
Section 4.1.1 Special Meeting of General Membership. Special meetings of the general membership may be called by the Association Board of Directors upon request of one-third (1/3) of the total membership of the Association.
Section 5.1 Election of Officers. The officers of the Association shall consist of President, Vice President/President-Elect, Secretary, Treasurer, and Immediate Past President. All officers shall be elected by a vote of the membership in accordance with section 5.3.
Section 5.2 Term of Office. No officer shall serve more than two (2) consecutive terms in the same office. Any person filling an unexpected term for not less than one half of the term shall be deemed to have served one term.
Section 5.2.1 Terms and Eligibility. President, Vice President/President-Elect and Immediate Past President shall hold office for two (2) years or until their respective successors have been duly elected and qualified. At the expiration of the President’s term, the Vice President/President Elect will assume the office of President. In the event the Vice President/President elect cannot fulfill the office, an officer of the board will be appointed.
Section 5.2.2 Secretary. The Secretary shall be elected for a two (2) year term in odd-numbered years.
Section 5.2.3 Treasurer. The Treasurer shall be elected for a two (2) year term in even-numbered years.
Section 5.3 Election Procedure. General election of officers shall be held before the ASPAN national conference of each year for vacant offices. Vacant offices shall be published in the late summer edition of the newsletter. To be eligible for elected office, a nominee must be a member in good standing of the ASPAN and the VT/NH APAN. Any member wishing to run for an office shall submit a Willingness-to-Participate letter to the Nominating Chair of the VT/NH APAN by February 28th of each year. The Nominating Chair shall prepare a ballot for voting which shall be delivered to the general membership. The Nominating Committee shall serve as tellers for the election.
Section 5.4 President. The President shall be the principle elected office of the Association. He/she shall:
a) Supervise and control all administrative matters and business of the Association.
b) Implement policy made by the Board of Directors.
c) Preside at all meetings of the Association
d). Be responsible for executing policies determined by the Board of Directors.
e) Act as principle spokesperson for the Association.
f) Appoint special committees and the Chairperson thereof as provided by the bylaws.
g) Perform other duties as prescribed by the Board of Directors.
The President shall be an ex-officio member of all committees except the Nominating Committee. Upon the expiration of his/her term of office, the President shall automatically become Immediate Past President.
Section 5.5 Vice President/President-Elect (VP/PE). The VP/PE shall perform the duties of the President in the absences or inabilities to act of the President. When doing so, the VP/PE shall have all the powers of and be subject to all restrictions upon the President. The VP/PE shall have administrative jurisdiction over the Bylaws/Standards and shall be chairperson of the Nominating Committee. The VP/PE shall then report directly to the President concerning the committees. The VP/PE shall be an ex-officio member of the Bylaws/Standards Committee. The VP/PE may assume the office of the Presidency when the office is vacant.
Section 5.6 Secretary. The Secretary shall be responsible for keeping the minutes of the meetings of the Association and the BOD meetings and shall provide a copy of the minutes to each Board member. The Secretary shall keep the bylaws, the membership roster, and all documents of correspondence pertaining to the Association; and shall perform other duties as prescribed by the BOD. The Secretary shall be an ex-officio member of the Communications and Education Committees.
Section 5.7 Treasurer. The Treasurer shall have charge and custody of and shall be responsible for all monies due and payable for the Association in a Federally Insured Bank; and shall render an annual report to the Association whenever called for by the Association. The Treasurer shall participate in the preparation of any and all tax reports if necessary. The Treasurer shall have administrative jurisdiction over the Finance Committee and shall receive a written report from the Chairperson and in turn shall report directly to the President. The Treasurer will be an ex-officio member of the Finance Committee.
Section 5.8 Immediate Past President. The Immediate Past President shall be available to the President and other officers when requested by such persons. The Immediate Past President shall be the Association Historian.
Section 5.9 Vacancies. In the event of a vacancy in any office, the Board of Directors may elect one of its members to serve in such capacity for the remainder of such officer’s unexpired term. However, if the Office of President shall be vacant, the VP/PE shall immediately assume the office of the President. The BOD shall fill the vacancy of the office of the VP/PE. Such officer shall serve the remainder of the unexpired term as well as the succeeding term.
BOARD OF DIRECTORS
Section 6.1 Powers. The Board of Directors shall be the governing body of the Association. It shall consist of the officers of the Association, the Chairpersons of the standing committees and one elected Member-at-Large from the general membership of the Association. The President of the Association shall serve as the Chairperson of the BOD.
Section 6.2 Meetings. Meetings of the BOD shall be held a minimum of three (3) times per year at the discretion of the President or at the request of any five members of the Board. Each officer of the Association shall give a report at each meeting.
Section 6.2.1 Quorum. Fifty-one (51%) of members of the Board shall constitute a quorum.
Section 6.3 Duties. The duties of the BOD’s shall be as follow: To direct business and financial affairs of the Association, to have full power of the Association between membership meetings, to establish administrative policies, to encourage growth and development of the Association, to receive committee reports and to determine action to be taken.
Section 6.4 Compensation. BOD members shall serve in a voluntary capacity. They may receive position-related compensation/reimbursement resolution of the BODs for reasonable expenses incurred to attend regular or special meeting of ASPAN or in the capacity of representing the Association.
Section 6.5 Component Society of ASPAN. The VT/NH APAN shall be a duly chartered component society of ASPAN. As a component society, the Association shall appoint two (2) representatives to ASPAN’s Representative Assembly to represent the Association at the national conference.
Section 6.6 Representative Assembly Representatives. Two representatives, preferably the President and Vice President, and an alternate, shall be appointed by the VT/NH APAN BODs annually to represent the Association at the ASPAN Representative Assembly.
Section 7.1 Standing Committees. The chairpersons of the standing committees shall be elected by the majority vote of the members of the Association every two (2) years. The standing committees of the Association shall be as defined in the policy and procedure manual.
Section 7.1.1 Special Ad Hoc Committees. The President may appoint special ad hoc committees provided that such committees shall be limited to the tenure of the office of the President nominating them.
Section 8.1 Fiscal Year. The fiscal year for the Association shall be from July 1 to June 30.
Section 8.2 Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.
Section 8.3 Expenditures. All expenditures shall be in accordance with policy and procedures. The Treasurer shall authorize a written report to be provided at the quarterly meeting of the BODs.
Section 9.1 Dissolution. In the event of dissolution of the Association, residual assets shall be given to a non-profit organization designated by the BODs.
AMENDMENTS TO THE BYLAWS
Section 10.1 Amendments. With notice, these bylaws may be amended by a majority of the BODs, provided a communication is sent to each member at least ninety (90) days prior to the date of presentation for action by the BODs.
Section 10.2 Emergency Procedure. On an emergency basis, a majority of the BODs may alter, amend or repeal the bylaws if the emergency situation threatens to impair the ability of the Association to carry out, perform or accomplish any of its purpose or objectives.
Section 10.3 Alteration of the Bylaws. All bylaw changes and/or revisions shall be sent to the ASPAN Bylaws Committee to determine whether they comply with the current ASPAN bylaws.
These bylaws shall become effective April 1, 1999
Revised: 2007, 2012