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Effective April 18, 2010
BYLAWS OF THE AMERICAN SOCIETY OF PERIANESTHESIA NURSES
ARTICLE I
NAME
Section 1.1 The name of this professional organization shall be the American Society of PeriAnesthesia Nurses (ASPAN), hereinafter referred to as the Society.
ARTICLE II
CORE PURPOSE
Section 2.1 The American Society of PeriAnesthesia Nurses advances nursing practice through education, research and standards.
ARTICLE III
MEMBERSHIP
Section 3.1 General. Membership in the Society 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 The Society shall have the following classes of members: Active, Affiliate, Retired, Honorary, Student, Corporate, International.
Section 3.2.1 Active. Active category members shall be duly licensed nurses who 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 category members shall be duly licensed health care professionals who have an interest in perianesthesia patient care.
Section 3.2.3 Retired. Retired category members shall be members in good standing who, immediately prior to retirement or permanent disability, were Active category members.
Section 3.2.4 Honorary. Honorary category members shall be Past Presidents of the Society and persons who have rendered distinguished or valuable service to the Society or perianesthesia nursing and have been selected as honorary members by the Representative Assembly.
Section 3.2.5 Student. Student category members shall be individuals pursuing education leading to eligibility to sit for the registered nurse licensing examination.
Section 3.2.6 Corporate. Corporate category members shall be companies or organizations that support the core purpose and core values of the Society.
Section 3.2.7 International. International category members shall be any duly licensed health care professionals who have an interest in perianesthesia patient care and reside outside the U.S. and Bermuda.
Section 3.3 Active category members in good standing may hold office. Active and Retired category members in good standing may serve on or chair a Standing Committee or Strategic Work Team of the Society and may serve as a member of the Representative Assembly.
Section 3.4 All members of the Society in good standing shall receive all official publications and notices of the Society.
Section 3.5 Application, Dues and Termination of Memberships.
Section 3.5.1 Any person desiring membership in the Society shall submit a membership application.
Section 3.5.2 All members of the Society, except for Honorary Members, shall be assessed dues as recommended by the Board of Directors and approved by the Representative Assembly. Membership is delinquent if dues are not received by the Society’s dues payable date, in accordance with policy and procedure.
Section 3.6 Members who do not adhere to the Society's bylaws and/or policies and procedures may have their membership terminated by the Board of Directors in collaboration with the member's component organization. No termination action shall be taken until a member is advised of specific rationale for termination and given opportunity for due process as described in Robert's Rules of Order Newly Revised. Termination of membership shall automatically occur upon death of a member.
ARTICLE IV
MEETINGS OF MEMBERS
Section 4.1 The annual meeting shall be designated as the National Conference and the time and place shall be determined by the Board of Directors.
Section 4.2 The voting body of the Society shall be the Representative Assembly which consists of:
1) All Voting members of the Board of Directors, and
2) All Standing Committee Chairs, and
3) Two representatives selected from each component organization of the Society in accordance with the
component’s policies and procedures.
Section 4.2.1 Each member of the Representative Assembly shall be credentialed in accordance with the Representative Assembly Standard Procedures.
Section 4.2.2 An individual serving on the Society’s Board of Directors or as a Standing Committee Chair may not concurrently represent a component.
Section 4.2.3 The Representative Assembly shall convene at least once during each National Conference.
Section 4.2.4 The ASPAN President shall serve as Speaker of the Representative Assembly.
Section 4.2.5 Special meetings of the Representative Assembly may be called by:
1) A two–thirds (2/3) vote of the Board of Directors, or
2) A petition with the signatures of one-third of the Representatives
present at the previous ASPAN annual Representative Assembly.
3) Special meetings may be conducted via electronic telecommunications.
Section 4.2.5.1 No less than thirty (30) days written notice shall be given of any special meeting. The purpose of the special meeting shall be stated in the notice for the meeting, and no other business shall be in order at that meeting.
Section 4.2.5.2 The Representatives to any special meeting shall be the same as those who served at the previous annual Representative Assembly.
Section 4.2.6 The presence of fifty-one percent (51%) of the credentialed representatives constitutes a quorum for all meetings of the Representative Assembly.
Section 4.2.7 Proxy voting is not permitted.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 The Board of Directors shall be the Representative Assembly at interim and be charged with the responsibility to manage the affairs of the Society, including the preparation and approval of the annual budget. The Board shall not modify the actions of the Representative Assembly. Voting of the Board may be conducted by mail or via electronic telecommunications.
Section 5.2 Composition and Responsibilities. The Board of Directors shall consist of the Officers, Directors and non-voting ex-officio members as described in Section 5.4 below. The responsibilities of the officers and the directors shall be set forth in the policies and procedures of the Society.
Section 5.3 Nominations and Elections.
Section 5.3.1 Nominations.
Section 5.3.1.1 During the annual meeting of the Representative Assembly, a Nominating Committee of five members shall be elected by the Society. It shall be the duty of the committee to nominate candidates for the elected offices to be filled at the next annual Representative Assembly meeting. The Immediate Past President shall serve as the Chair of the Nominating Committee. If the Immediate Past President is not able to fulfill this role, the President shall appoint a Chair of the Nominating Committee.
Section 5.3.2 Elections.
Section 5.3.2.1 All Officers, Directors and Nominating Committee members shall be elected by a vote of the Representative Assembly in accordance with the voting procedures of the Representative Assembly.
Section 5.4 Board Composition. The Society’s Board of Directors shall be composed of the following positions:
Section 5.4.1 President, Vice President/President-Elect, and Immediate Past President. The President shall hold office for a term of one year or until his/her respective successor has been duly installed in the office of President. At the expiration of the President’s term, the Vice President/President-Elect shall automatically assume the Office of President and the President shall automatically assume the office of Immediate Past President.
Section 5.4.1.1 Vice President/President-Elect. Candidates for the office of Vice-President/President Elect shall meet the requirements for this office as outlined in policy and procedure.
Section 5.4.2 Secretary. The Secretary shall be elected for a two-year term in the even-numbered years. Candidates for the office of Secretary shall meet the requirements of this office as outlined in policy and procedure.
Section 5.4.3 Treasurer. The Treasurer shall be elected for a two-year term in the odd-numbered years. Candidates for the office of Treasurer shall meet the requirements of this office as outlined in policy and procedure.
Section 5.4.4 Regional Directors. Regional Directors from the Society’s geographical regions shall serve a two-year term and shall reside in the region they represent. The Directors from odd-numbered regions shall be elected in the odd-numbered years and Directors from the even-numbered regions shall be elected in the even-numbered years. Candidates for Regional Director shall meet the requirements for this office which are set forth in policy and procedure.
Section 5.4.5 Director for Clinical Practice. The Director for Clinical Practice serves a two-year term, elected in even-numbered years, and serves as Chair of the Clinical Practice Committee. Candidates for Director of Clinical Practice shall meet the requirements for this office which are set forth in policy and procedure.
Section 5.4.6 Director for Education. The Director for Education serves a two-year term, elected in odd-numbered years, and serves as Chair of the Education Provider Committee. Candidates for Director of Education shall meet the requirements for this office which are set forth in policy and procedure.
Section 5.4.7 Director for Research. The Director for Research serves a two-year term, elected in odd-numbered years, and serves as Chair of the Research Committee. Candidates for Director of Research shall meet the requirements for this office which are set forth in policy and procedure.
Section 5.4.8 The ASPAN Chief Executive Officer and the President of the American Board of Perianesthesia Nursing Certification shall serve as non-voting ex-officio members of the Board.
Section 5.4.9 No elected member of the Board of Directors may be an employee of ASPAN.
Section 5.4.10 Terms and Eligibility. No member of the ASPAN Board of Directors may hold more than one Board position at a time. No member shall be a candidate for more than one office at the same time.
Section 5.5 Terms of Office.
Section 5.5.1 Members of the Board, other than the President, the Vice President/President-Elect, and Immediate Past President, may serve a maximum of two successive terms in the same office. Any person filling an unexpired term for more than half of the term shall be deemed to have served one term.
Section 5.6 Vacancies.
Section 5.6.1 Vacant Board positions are filled by the Board for the remaining term, with the exception of President, which is automatically filled by the President-Elect, and Immediate Past President which will remain vacant until the next term of office. In the event of a vacancy in the office of Vice President/President-Elect, a special election will be called in accordance with policy and procedure.
Section 5.7 Removal of Board Members.
Section 5.7.1 Any member of the Board, regardless of the manner of election or appointment, may be removed by the Representative Assembly upon a two-thirds (2/3) affirmative vote for removal when, in its judgment, the best interests of the Society would be served by the removal. Such action shall provide the member, upon request, an opportunity for a hearing that provides due process as described in Robert’s Rules of Order Newly Revised.
Section 5.8 Compensation.
Section 5.8.1 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.
Section 5.9.1 The Board of Directors shall meet as determined by the Board. Special meetings may be called by the President or upon written request of at least four members of the Board of Directors. Fifty percent (50%) plus one member of the Board shall constitute a quorum
ARTICLE VI
ORGANIZATIONAL UNITS
Section 6.1 Committees and Strategic Work Teams. The President and/or Vice President/President-Elect shall have the authority to appoint Standing Committees and Strategic Work Teams as may be necessary to support the Society’s core purpose and core values.
Section 6.1.1 Standing Committees. A Standing Committee has ongoing responsibilities directed toward the goals of the Society and its duties are described in policy and procedure. Standing Committee Chairs and members are appointed by the President and/or Vice President/President-Elect. Addition or deletion of a Standing Committee is subject to approval by the Board of Directors. The purpose and duty of the Standing Committee are defined prior to appointment. Each Standing Committee is represented in the Representative Assembly.
Section 6.1.2 Strategic Work Teams. A Strategic Work Team is a group responsible for accomplishing specifically defined goals. Goals are defined prior to formation of the team. Teams are appointed by the President and/or Vice President/President-Elect as deemed necessary to further the interests of the Society and/or at the request of the Board of Directors. A Strategic Work Team is not represented in the Representative Assembly.
Section 6.2 Component Organizations. The component organizations of the Society shall be duly chartered regional structures that exist to serve the needs of the membership at the regional level. All component organizations shall be chartered by the Society through the Board of Directors with ratification by the Representative Assembly in accordance with policy and procedure. The Representative Assembly, by a two-thirds (2/3) vote, may revoke the charter of a component society. A due process hearing may be requested by the affected component as described in Robert’s Rules of Order Newly Revised. The Society shall not be liable for any component organization debts.
ARTICLE VII
MANAGEMENT
Section 7.1 Registered Office and Agent. The Society shall maintain a registered agent with an office in the District of Columbia. The name of the registered agent and office is Andrews Service Organization, 1201 Pennsylvania Avenue, NW, P.O. Box 407, Washington, DC 20044. A record of the names and addresses of the Society's members that are entitled to vote shall be maintained at the registered office.
Section 7.2 National Office. The Board of Directors shall maintain a National Office. The Board of Directors shall retain a Chief Executive Officer, who shall provide general administrative business management support for the Society, and as such, shall manage the National Office. Additional administrative personnel and consultants shall be retained as directed by the Board of Directors. The Chief Executive Officer and the National Office staff shall be under the direction of the President, subject to the control of the Board of Directors.
Section 7.3 The Society 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, "American Society of PeriAnesthesia Nurses"
Section 7.4 The fiscal year for the Society shall be from January 1 to December 31.
Section 7.5 All expenditures shall be in accordance with Policy & Procedures. The Treasurer shall authorize a written report to be provided at the Annual Representative Assembly.
Section 7.6 The Secretary shall maintain all records of the Society except financial records. These records shall be maintained at the National Office.
Section 7.7 The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society 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 Society may adopt.
Section 7.8 Indemnification of representatives of the Society. The Society shall indemnify any person acting on behalf of the Society against expenses, including reasonable attorney’s fees, judgments, fines and amounts paid in settlement incurred by them in connection with the defense or settlement of any action in which they are made parties or party, by reason of being or having been an agent of the Society, except in relation to matters as to which such person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct.
ARTICLE VIII
AMENDMENTS
Section 8.1 Proposal of Bylaws Amendments. Bylaw amendments must be proposed by:
1. The Board of Directors, or
2. A Component Board of Directors, or
3. At least five (5) active members acting as a group.
Section 8.2 Submission of Proposed Bylaws Amendments. Each proposed amendment must be submitted to the Chief Executive Officer at least 60 days prior to the Representative Assembly. The proposed amendment must include a specific rationale for the proposed change, additional amendments if the proposed change affects any other area of the bylaws, be in accord with ASPAN’s core purpose and core values, and state and federal laws. The proposed amendment must include a budget proposal if the amendment significantly affects ASPAN’s revenue or expenses.
Section 8.3 Notice of Proposed Bylaws Amendments. Proposed bylaws amendments, which meet the stated criteria, must be submitted in writing to the Representatives at least thirty days prior to the Representative Assembly.
Section 8.4 Adoption of Proposed Bylaws Amendments. The adoption of any proposed amendment to these bylaws shall require a two-thirds (2/3) affirmative vote of the Representatives credentialed at the Representative Assembly.
ARTICLE IX
PROHIBITED ACTIVITIES
Section 9.1 No member or agent of this Society shall take any action or carry on any activity by or on behalf of the Society which is not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations, as they now exist or may be hereafter amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations, as they now exist or as they may hereafter be amended.