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Air & Surface Transport Nurses Association*

BYLAWS

(Revised January 2016)

 

 

Statement Of Mission

 

The National Flight Nurses Association (dba ASTNA), is a non-profit member organization whose mission is to advance the practice of transport nursing and enhance the quality of patient care through commitment to safety and education.

 

ARTICLE I

 

The name of this organization shall be the National Flight Nurses Association, hereinafter referred to as NFNA or the Association.

 

 

ARTICLE II

 

The Board of Directors may change the principal office of the Association or designate additional offices as it deems necessary.

 

 

ARTICLE III

MEMBERSHIP

 

Section 1.        Membership may be granted to any individual or organization that:  (i) shares interest in and agrees to support the mission and objectives of the Association; (ii) agrees to abide by these Bylaws and such other rules and regulations as the Association may adopt; and (iii) meets such additional criteria established for each category of membership in the Association as set forth in the Section 2 which follows.

 

Section 2.        CATEGORIES OF MEMBERSHIP.

 

There shall be three (3) categories of membership:

   

a.   ACTIVE MEMBERS

 

Registered nurses actively participating (on a full-time or part-time basis) in air or surface transport as a care provider, educator, administrator, researcher, or a registered nurse on leave of absence from active participation for not more than two (2) years.

 

*Also known as the National Flight Nurses Association (NFNA)
Section 2.        CATEGORIES OF MEMBERSHIP – continued

 

b.   AFFILIATE MEMBERS

 

Other individuals who have an interest in air or surface transport nursing and support of the NFNA and its mission.

 

c.   CORPORATE MEMBERS

 

Any group or corporation with an interest in air or surface transport nursing.

 

Section 3.        Only active members shall have the right to make motions or vote on matters requiring action by the membership.

 

Section 4.  Applications for membership shall be in writing, online or fax to the NFNA office.  A card evidencing membership shall be issued to each member.

 

Section 5.  DUES AND ASSESSMENTS.  The initial and annual dues for all members of the Association, and the time for paying such dues and other assessments, if any, shall be determined from time to time by the Board of Directors.

 

Section 6.  TERMINATION OF MEMBERSHIP.  Membership in the Association may 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 Association or any other conduct prejudicial to the best interests of the Association. Termination shall be by a two-thirds vote of the entire membership of the Board of Directors, provided that a statement of the charges shall have been mailed by certified or overnight mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered, and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present defense to such charges before action is taken by the Board of Directors.  In addition, the membership of any member who becomes ineligible for membership or who is 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 Board of Directors.

 

 

ARTICLE IV

REGIONAL CHAPTERS

 

Section 1.        FORMATION.  Regional Chapters of the Association may be established by charter whenever the Board of Directors may approve, subject to such requirements as to membership, organization, procedures and financial responsibility that the Board of Directors may from time to time determine.

 

Section 2.        ORGANIZATION.  Each Regional Chapter shall be governed by bylaws adopted in such form and manner as approved by the Board of Directors.

 

Section 3.        REVOCATION.  Charters for the operation of Regional Chapters may be revoked at any time and in such manner and after investigation as the Board of Directors may deem necessary.  Upon revocation of a Regional Chapter charter, all funds in, and records of the Regional Chapter shall be returned to the Association.

 

Section 4.        REPRESENTATION.  No Regional Chapter shall use the name of the Association in any manner whatsoever unless duly authorized to do so by the Board of Directors.  No Regional Chapter shall publicly take a position on behalf of the Association except as authorized by the Board of Directors.

 

Section 5.        MEETINGS.  Each Regional Chapter may hold such meetings as it deems appropriate.

 

Section 6.        DUES REBATE.  Dues rebates, if any, shall be determined from time to time by the Board of Directors.

 

Section 7.        LIABILITY.  Each Regional Chapter shall indemnify, defend, and hold NFNA harmless from any and all liability for any loss, damage, or injury sustained by a third party and arising from the negligence or willful misconduct of the Regional Chapter, except where such loss, damage, or injury is the result taken at the direction, or with the approval, of NFNA.

 

ARTICLE V

BOARD OF DIRECTORS

 

Section 1.        GENERAL POWERS.  The affairs of the Association shall be managed by the Board of Directors, which shall have supervision, control, and direction of the affairs of the Association; shall determine its polices or changes therein within the limits of these Bylaws; shall actively prosecute its purposes; and have discretion in the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

 

Section 2.        COMPOSITION.  The Board of Directors shall consist of the President, President-Elect, Secretary/Treasurer, and six (6) Directors-at-Large. In addition, the Immediate Past President and Executive  Director shall serve as a non-voting, ex-officio members of the board. No two positions on the Board may be held simultaneously by the same  person.

 

Section 3.        ELIGIBILITY.  Only an individual who is an active member of NFNA and who will have been an air or surface transport nurse for at least two (2) years prior to election, and holds and maintains CFRN® or CTRN® or C-NPT certification status shall be eligible for nomination as a director. Any candidate for President-Elect must be a director at the time of nomination or within two (2) years of the date of nomination.  Candidates that are elected to the board must be actively involved in transport nursing upon commencement of their elected term.

 

Section 4.        ELECTION AND TERM OF OFFICE.  Officers and directors shall be elected by an email, online or mail vote of the active members.  A plurality vote shall elect.  The times for submitting ballots to the membership and returning them for vote shall be established from time to time by the Board of Directors.

 

a.       The President-Elect shall be elected for a one (1) year term, accede to the office of President for a one (1) year term, then serve a one (1) year term as the Immediate Past President.

 

b.      The Secretary/Treasurer shall be elected for a two (2) year term.

 

c.       Directors-at-Large shall be elected for two-year staggered terms, such that three (3) Directors-at-Large are elected each year.

 

d.      The Secretary/Treasurer and Directors-at-Large may serve two consecutive terms in the same office; provided that in the event the Secretary/Treasurer or a Director-at-Large is appointed to fill a vacancy for one year or less of a two year term, such appointment shall not be considered in determining the number of consecutive terms he or she may serve. 

 

e.       Directors shall take office at the conclusion of the Association's Annual Meeting closest to their election or appointment and shall continue in office until after successors are duly elected or appointed and qualified.

 

Section 5.  DUTIES OF OFFICERS. The officers of the Association shall be a President, a President-Elect, a Secretary/Treasurer, and an Immediate Past President. The Officers shall perform the duties prescribed by the parliamentary authority, and more specifically shall include:

 

a.       President. The President shall be the principal elected officer of the Association and shall in general direct all the business and affairs of the Association.  The President shall preside at all meetings of the Board of Directors.  Unless otherwise provided by these Bylaws or a resolution of the Board, the President shall appoint, with the approval of the Board, the members of all committees and their chairmen.  The President may sign, with another proper officer of the Association authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where signing and execution thereof shall be expressly delegated by the Board, by these Bylaws or by statute to some other officer or agent of the Association; and in general, the President shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.


 

b.      President-Elect. The President-Elect shall preside at meetings of the Association or the Board of Directors in the absence, or upon request, of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties as from time to time is requested by the President or by the Board of Directors.

 

c.       Immediate Past President. The Immediate Past President shall serve as Chair of the Nomination Committee and shall perform such other duties as requested by the President or the Board of Directors.

 

d.      Secretary/Treasurer. The Secretary/Treasurer shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of these Bylaws or applicable law; shall be custodian of the corporate records; shall keep a register of the post office address of each member which shall be furnished to the Secretary by such member; shall be the principal accounting and financial officer of the Association and shall have charge of and be responsible for the maintenance of adequate books of account for the Association; shall supervise custody of all funds and securities of the Association, and be responsible therefor, and for the receipt and disbursement thereof; shall deposit all funds and securities of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and shall in general perform all the duties customarily incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors. The duties of the Secretary/Treasurer may be assigned, in whole or part, to the Executive Director.

 

e.       Executive Director. The Executive Director of the Association shall serve as an ex-officio member of the Board, without vote. The administration and day-to-day operation of the Association shall be the responsibility of a salaried staff head or corporation employed or appointed by, and responsible to the Board of Directors. The salaried staff head or, in the case of a corporation, chief staff officer retained by the firm shall have the title of "Executive Director." The Executive Director shall have the authority to execute contracts on behalf of the Association and as approved by the Board of Directors. The Executive Director may carry out the duties of the Secretary/Treasurer and shall perform duties as may be specified by the Board of Directors.


 

Section 6.        RESIGNATION OR REMOVAL.  Any director may resign at any time by giving written notice to the President.  Any director may be removed by action of the members whenever, in their judgment, the best interests of the Association would be served by such removal.  Written notice of action to remove one or more directors shall be delivered to all members entitled to vote.  Such notice shall state that the purpose of the meeting is to vote upon the removal of one or more directors named in the notice.  Only the named director(s) may be removed at such meeting.  In addition, any director who misses two (2) consecutive Board meetings may be removed by a majority vote of the full Board of Directors.

 

 

Section 7.        VACANCIES.

 

a.  Directors-at-Large and Secretary/Treasurer.   Any vacancy in the Office of the Secretary/Treasurer or in a Director-at-Large position occurring for any reason may be filled by a two-thirds vote of the remaining members of the Board.   Directors-at-Large or Secretary/Treasurer appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office and until his or her successor shall have been elected and qualified.  

 

i.                    President.  A vacancy in the Office of President shall be filled by the President-Elect who shall serve the remainder of the unexpired term as well as one consecutive term as President.

 

ii.                  President-Elect.  A vacancy in the Office of President-Elect shall be filled by the Immediate Past President.  The Immediate Past President shall not accede to President.

 

iii.                Immediate Past President.  A vacancy in the office of Immediate Past President shall remain unfilled for the remainder of the unexpired term.

 

iv.                 In the event that the offices of President and President-Elect are vacated in the same year:  the Immediate Past President shall serve as President for the unexpired term;  and the Board of Directors shall appoint an acting President-Elect from the current Board of Directors to complete the unexpired term.  The election of both President and President-Elect will be held at the next scheduled election.

                 

Section 8.        REGULAR MEETINGS.  The Board of Directors may provide by resolution the time, date and place for holding of an annual meeting and additional regular meetings of the Board without other notice than such resolution.

 

Section 9.        SPECIAL MEETINGS.  Special Meetings of the Board may be called by, or at the request of, the President or any five (5) directors.

 

Section 10.  NOTICE.  Notice of any special meeting of the Board shall state the time, date and place of the meeting and shall be given at least ten (10) days prior to the date of such meeting, by written or printed notice delivered personally, by mail, by electronic mail or by facsimile transmission to each director at his or her address as shown in the records of the Association; provided, however, in the case of a meeting held pursuant to Article 4, Section 11 below, notice may be given no less than twenty-four hours prior thereto.  Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

 

Section 11.  QUORUM.        A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board provided the President or President-Elect is present.  If a quorum is not present, a majority of those Directors present may adjourn the meeting from time to time without further notice.

 

Section 12.  MANNER OF ACTING.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.

 

Section 13.  COMPENSATION.  Directors shall not receive any compensation for their services as directors; however, the Board of Directors may authorize reimbursement of reasonable expenses incurred in the performance of their duties.  Nothing herein shall be construed to preclude a director from serving the Association in any other capacity and receiving reasonable compensation therefor.

 

Section 14.  MEETING BY COMMUNICATIONS EQUIPMENT.  Members of the Board, or any committee designated by the Board, may take any action permitted or authorized by law, the Articles of Incorporation or these Bylaws pursuant to meeting through the use of conference telephone or any means of communication by which all persons participating in the meeting may simultaneously hear each other.  Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

 

Section 15.  ACTION BY WRITTEN CONSENT.  Any action requiring a vote of the Board may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the Board members.

           

 

ARTICLE VI

MEETINGS

 

Section 1.        The annual meeting of the Association shall be held at such time and place as determined by the Board of Directors.  The annual meeting shall be for the purpose of receiving reports and conducting such other business as may properly come before the membership.  Notice of the meeting shall be delivered to the active members no less than forty-five (45) days prior to the date of the meeting.

 

Section 2.        The privilege of making motions and voting shall be limited to the active members of the Association.  A member shall have but one vote in any election or on any question.  This vote must be exercised in person, and in their absence, may not be assigned to, or exercised by, any other individual.

 

Section 3.        All meetings of the Association shall be open unless voted otherwise by the membership present.  Individuals other than active members may attend the meeting and may speak once to an issue before the membership.

 

Section 4.  SPECIAL MEETINGS.  Special meetings of the members may be called at the request of the President or any three (3) members of the Board of Directors, or at the written request of a majority of the active members of the Association.

 

Section 5.  NOTICE.  Notice of any annual or special meetings of the members shall state the date, time and place of the meeting and shall be given not less than ten (10) days prior to the meeting.

 

Section 6.  QUORUM.  Five percent (5%) of the active members of the Association shall constitute a quorum for the transaction of business at any duly called meeting of the members, provided that if less than a quorum is present, a majority of the active members present may adjourn the meeting to another time without further notice.

 

Section 7.  MANNER OF ACTING.  The act of a majority of the active members present at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by laws, the Articles of Incorporation or these Bylaws.

 

Section 8.  VOTING.  Voting by email, online or regular mail shall be permitted for any item of business. An email, online or regular mail vote may be called by the Board of Directors or by the written request of five percent (5%) or more of the active members of the Association. The act of the majority of those active members returning ballots by the specified date shall be the act of the members.

 

 

ARTICLE VII

COMMITTEES

 

Section 1.        STANDING COMMITTEES.

 

a.  Executive Committee.

 

i.                    Composition. The Executive Committee shall consist of the Officers of the Association.  The Immediate Past President and the Executive Director shall be non-voting, ex officio members of the Executive Committee. 

 

ii.                  Duties.  Between meetings of the Board, the Executive Committee shall exercise the powers of the Board in management of the business and affairs of the Association except as may otherwise be provided by law, the Articles of Incorporation or these Bylaws. The Executive Committee shall report to the Board of Directors at its next succeeding meeting on any action taken.

 

b.  Nominations Committee.

 

i.                    Composition. The Nomination Committee shall consist of 4 active members appointed by the Board of Directors and representing a geographic cross-section of the membership. The Immediate Past President of the Association shall serve as the chair of the committee except when such office is vacant in which case the Board shall appoint the Chair.  Each member shall serve a one-year term. Members may serve a second consecutive term, provided that no more than two (2) members succeed themselves in any given year. Members of the Nomination Committee are not eligible for election to the Board of Directors.

 

ii.                  Duties. The Committee shall solicit nominations for, and shall submit to the Board of Directors and, upon approval of the Board, to the membership, a list of qualified candidates (and their resumes) to succeed those Officers and Directors-at-Large whose terms shall expire at the conclusion of the next Annual Meeting.

 

c.       Other Standing Committees.  Other standing committees of the Association                                             may be established by resolution of the Board of Directors to carry out the purposes of the Association.  The resolution establishing such a committee shall set forth the committee's purpose and composition.

 

Section 2.        AD HOC COMMITTEES.  The Board of Directors may appoint such ad hoc committees as are necessary to carry out the purposes of the Association.  Ad hoc committees shall have their duties clearly defined and shall be discharged as soon as their reports are accepted or when their duties have been completed.

 

Section 3.        APPOINTMENT.  Unless otherwise provided by these Bylaws or the resolution establishing the committee, the President shall appoint the chair and members of each committee with the approval of the Board.  Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Association would be served thereby.

 

Section 4.        VACANCIES.  Vacancies in the membership of any committees may be filled by appointments made in the same manner as provided in the case of the original appointments.

 

Section 5.        QUORUM AND MANNER OF ACTING.  Unless otherwise provided in the resolution of the Board of Directors establishing 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 a quorum is present shall be the act of the committee.

 

Section 6.  RULES.  Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

 

ARTICLE VIII

OFFICIAL PUBLICATIONS

 

The official publications of this Association shall be distributed to all members as one of the benefits of membership.

 

 

ARTICLE IX

PARLIAMENTARY AUTHORITY

 

All meetings of this Association shall be conducted according to Parliamentary Law as set forth in Robert's Rules of Order Newly Revised where the rules apply and are not in conflict with these Bylaws.

 

 

ARTICLE X

AMENDMENTS

 

Section 1.  These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the active members voting in person at a duly called meeting of the membership, or by email, online or mail pursuant to the requirements of Article VI, Section 8, provided that the substance of the alteration, amendment or repeal has been approved by the Board of Directors not less than thirty (30) days prior to the date by which the same is to be considered.

 

Section 2.        Amendments to the Bylaws of NFNA which directly relate to the business of regional chapters in the areas of purpose, objectives, and membership shall automatically and immediately affect the necessary amendments to the Bylaws of the regional chapters and shall promptly be incorporated into their Bylaws.

 

 

ARTICLE XI

INDEMNIFICATION

 

The Association shall indemnify all officers, directors and committee members of the Association to the full extent permitted by the Nebraska Nonprofit Corporation Act, as amended, and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board of Directors. 

 

 

ARTICLE XII

DISSOLUTION

 

This Association may be dissolved by an affirmative vote of at least two-thirds (2/3) of all the members of this Association entitled to vote.  Upon dissolution, any assets remaining after the payments of all debts, claims, and obligations shall be distributed as the Board of Directors may determine but in no event shall such assets be distributed to any of this Association's members, directors, officers, or other private persons, or to any for-profit organizations.

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