printable pdf version
Effective April 15, 2007
Bylaws of the American Society of PeriAnesthesia Nurses
ARTICLE I
NAME
Section 1.1 Name. The name of this professional organization shall be the American Society of PeriAnesthesia Nurses (ASPAN), hereinafter referred to as the Society.
ARTICLE II
MISSION
Section 2.1 Mission Statement. 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 Classes. The Society shall have the following classes of members: Active, Affiliate, Retired, Honorary, Student, Corporate, International.
Section 3.2.1 Active. Active members shall be duly licensed nurses who currently 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 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 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 members shall be individuals pursuing education leading to eligibility to sit for the registered nurse licensing examination.
Section 3.2.6 Corporate. Corporate members shall be companies or organizations that support the mission, purposes and goals of the Society.
Section 3.2.7 International. International 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 Representation. Active members in good standing may hold office. Active and retired members in good standing may serve on or chair a committee of the Society or serve as a member of the Representative Assembly.
Section 3.4 Benefits. All members of the Society in good standing shall receive all official publications and notices of the Society.
Section 3.5 Application and Dues Assessment.
Section 3.5.1 Application. Any person desiring membership in the Society shall submit a written, signed membership application.
Section 3.5.2 Dues Assessment. All members of the Society, except for Honorary Members, shall be assessed dues, which shall be recommended by the Board of Directors and shall be approved by the Representative Assembly. Members are delinquent if their dues are not received by the Society within sixty days of the date upon which the dues are payable, after that point membership shall be terminated.
Section 3.6 Termination. Members who do not adhere to the Society's Bylaws and Policies may have their membership terminated by the Board of Directors in collaboration with the member's Component organization. Termination action shall not 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 also occur upon death of a member.
ARTICLE IV
MEETINGS OF MEMBERS
Section 4.1 Annual Meeting. 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 Representative Assembly. The voting body of the Society shall be the Representative Assembly which consists of:
- All Voting members of the Board of Directors, and
- All Standing Committee Chairs, and
- 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 Board of Directors or as an ASPAN 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:
- a two–thirds vote of the Board of Directors, or
- a petition with the signatures of one-third of the Representatives present at the previous ASPAN annual Representative Assembly.
Section 4.2.5.1 No less than thirty 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 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 Powers. 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 telecommunications.
Section 5.2 Composition and Responsibilities.
The Board of Directors shall consist of five officers, nine directors and two ex-officio members.
- Officers: President, Vice President/President-Elect, Immediate Past President, Secretary, Treasurer.
- Directors: One Director from each of the five geographical regions of the Society, one Director for Clinical Practice, one Director for Education, one Director for Research, and one Director for Development.
- Ex-officio: The ASPAN Chief Executive Officer and the President of American Board of Perianesthesia Nursing Certification. Ex-officio members are non-voting members of the Board.
- 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. 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.
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 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 5.4.1 President, Vice President/President-Elect, and Immediate Past President. The President, Vice President/President-Elect, and Immediate Past President shall hold office for a term of one year or until their respective successors have been duly elected and qualified. 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, The office of Vice President/President-Elect shall require a minimum of three years active ASPAN membership immediately prior to nomination; a minimum of three years perianesthesia nursing experience; a current clinical, management, education, or research role in the perianesthesia setting; professional nursing certification credential, CPAN or CAPA, required; experience as a member of the Board of Directors within three years of nomination; a degree in nursing, minimum of a BSN, advanced degree preferred.
Section 5.4.2 Secretary. The Secretary shall be elected for a two-year term in the even-numbered years. The office of Secretary shall require a minimum of three years active ASPAN membership immediately prior to nomination; a minimum of three years perianesthesia nursing experience; a current clinical, management, education or research role in the perianesthesia setting; professional nursing certification credential, CPAN or CAPA required; experience at the national level of the Society as a Director, Committee Chair, Editor or Representative.
Section 5.4.3 Treasurer. The Treasurer shall be elected for a two-year term in the odd-numbered years. The office of Treasurer shall require a minimum of three years active ASPAN membership immediately prior to nomination; a minimum of three years perianesthesia nursing experience; a current clinical, management, education or research role in the perianesthesia setting; professional nursing certification credential, CPAN or CAPA required; experience at the national level of the Society as a Director, Committee Chair, Editor or Representative.
Section 5.4.4 Regional Directors. The Directors from the geographical regions shall serve a two-year term and shall reside in the region in which they represent. The Directors from Regions One, Three and Five shall be elected in the odd-numbered years and the Directors from Regions Two and Four shall be elected in the even-numbered years. A Regional Director shall be required to have a minimum of three years active ASPAN membership immediately prior to nomination; a minimum of three years perianesthesia nursing experience; a current clinical, management, education, or research role in the perianesthesia setting; professional nursing certification credential, CPAN or CAPA required; experience as a member of the Representative Assembly or Component Officer; and experience as an ASPAN Committee member within three years prior to nomination.
Section 5.4.5 Director for Clinical Practice. The Director for Clinical Practice shall serve a two-year term, shall be elected in even-numbered years, and shall serve as Chair of the Clinical Practice Committee. The Director for Clinical Practice shall be required to have a minimum of three years active ASPAN membership immediately prior to nomination; a minimum of three years perianesthesia nursing experience; a current clinical, management, education or research role in the perianesthesia setting; professional nursing certification credential, CPAN or CAPA, required; a degree in nursing, minimum of a BSN; experience on the Clinical Practice Committee and Standards and Guidelines Committee within three years immediately prior to nomination.
Section 5.4.6 Director for Education. The Director for Education shall serve a two-year term, and shall be elected in odd-numbered years, and shall serve as Chair of the Education Provider Committee. The Director for Education shall be required to have a minimum of three years active ASPAN membership immediately prior to nomination; a minimum of three years perianesthesia nursing experience; a current clinical, management, education, or research role in the perianesthesia setting; professional nursing certification credential, CPAN or CAPA, required; a Masters Degree, one degree, either the baccalaureate degree or the graduate degree, must be in nursing; experience on the Education Provider or Education Approver Committee within three years immediately prior to nomination.
Section 5.4.7 Director for Research. The Director for Research shall serve a two-year term, shall be elected in odd-numbered years, and shall serve as Chair of the Research Committee. The Director for Research shall be required to have a minimum of three years active ASPAN membership immediately prior to nomination; a minimum of three years perianesthesia nursing experience; a current clinical, management, education, or research role in the perianesthesia setting; professional nursing certification credential, CPAN or CAPA, required; a Masters Degree, one degree, either the baccalaureate degree or the graduate degree, must be in nursing; experience on the Research Committee within two years immediately prior to nomination.
Section 5.4.8 Director for Development. The Director for Development shall serve a two-year term and shall be elected in even-numbered years. The Director for Development shall be required to have a minimum of two years Active Society membership immediately prior to nomination; a baccalaureate degree; experience with fundraising and program development, and experience as a member of Development for a minimum of one year.
Section 5.5 Terms of Office. Any member of the Board, other than the President, the Vice President/President-Elect, and Immediate Past President, may succeed himself/herself but only for one immediately successive term 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. No elected member of the Board of Directors may be an employee of ASPAN.
Section 5.6 Vacancies. Any vacancy of a Board position shall be 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 the Vice President/President-Elect a special election may be called in accordance with Policy and Procedure.
Section 5.7 Removal. Any official 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 such removal, when in its judgment the best interests of the Society would be served thereby. Such action shall provide that the official, upon request, has an opportunity to have a hearing providing for due process as described in Robert’s Rules of Order Newly Revised.
Section 5.8 Compensation. Board members shall serve in a voluntary capacity, but may receive position-related compensation/reimbursement for expenses as set forth in Policy & Procedure.
Section 5.9 Meetings. The Board of Directors shall meet a minimum of three times per year; once immediately prior to and once immediately following the National Conference, and at least once in the interim between National Conferences. Special meetings may be called by the President or upon written request of at least four members of the Board of Directors. Eight members of the Board shall constitute a quorum.
ARTICLE VI
ORGANIZATIONAL UNITS
Section 6.1 Committees.
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. Committee Chairs and members are appointed by the Vice President/President-Elect, approved by the Board of Directors and reported to the Representative Assembly. Each Standing committee is represented in the Representative Assembly.
Section 6.1.1.1 The number of standing committees shall not exceed thirteen.
Section 6.1.1.2 Eleven of the committees shall be Clinical Practice, Education Approver, Education Provider, Evidence Based Practice, Governmental Affairs, Membership/Marketing, Perianesthesia Data Elements, Publications, Research, Safety, and Standards and Guidelines.
Section 6.1.1.3 The Vice President/President-Elect shall have the option and authority to appoint up to four additional committees as may be necessary to support the society’s mission and implementation of policy. Addition or deletion of an appointed committee is subject to annual review by the Board of Directors and each successive Vice President/President-Elect. The purpose and duty of the committee are defined prior to appointment.
Section 6.1.2 Strategic Work Teams. A Strategic Work Team is a group responsible for accomplishing specifically defined goals within a given year. Goals are defined prior to formation of the team. Teams are appointed by the President as deemed necessary to further the interests of the Society and/or at the request of the Board of Directors or Representative Assembly. A Strategic Work Team is not represented in the Representative Assembly.
Section 6.1.3 Ad Hoc Committee. An ad hoc committee is a special committee appointed to carry out a specific task and the committee shall cease to exist when the task is completed. The purpose and goals of an ad hoc committee are stated at the time of appointment. Ad hoc committees are appointed by the President as deemed necessary and/or at the request of the Board of Directors or the Representative Assembly. An ad hoc committee 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. A component organization may have members in more than one governmental jurisdiction, but not more than one component organization may be chartered in any one state, province, territory, or possession of the United States or Canada. All component organizations shall be chartered by the Society, through the Board of Directors with ratification by the Representative Assembly in accordance with Policy & Procedure. The Representative Assembly, by a two-thirds 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.
Section 6.3 Advisory Groups.
Section 6.3.1 Past Presidents Council. The Past Presidents Council shall be composed of each of the past presidents of the Society. This council shall be both honorary and advisory in nature. The Immediate Past President shall serve as Chair of this council. The Past Presidents Council shall serve in an advisory capacity in any matter requested by any member of the Board of Directors.
Section 6.3.2 Industry Advisory Council. The Industry Advisory Council shall be composed of Society representatives as stated in Policy & Procedure, and one representative each from five companies that have exhibited at the National Conference for a minimum of three consecutive years. The Industry Advisory Council shall be of an advisory nature only, and shall not have a right to vote on any matter coming before the Board of Directors.
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 Seal. 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 Fiscal Year. The fiscal year for the Society shall be from January 1 to December 31.
Section 7.5 Expenditures. 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 Records. The Secretary shall maintain all records of the Society except financial records. These records shall be maintained at the National Office.
Section 7.7 Parliamentary Authority. 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. All bylaw amendments must be proposed by:
-
the Board of Directors, or
-
a Component Board of Directors, or
-
at least five active members acting as a group.
Section 8.2 Submission. Each proposed amendment must be submitted to the Chief Executive Officer at least one hundred-twenty days prior to the Representative Assembly, have a specific rationale for the proposed change, include additional amendments if the proposed change affects any other areas of the bylaws, be in accord with the ASPAN Purpose, Mission, and Vision as well as State and Federal laws, and include a budget proposal if the amendment significantly affects ASPAN’s Revenue or expenses.
Section 8.3 Notice. 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. The adoption of any proposed amendment to these bylaws shall require a two-thirds (2/3) vote of the Representatives credentialed at the Representative Assembly.
ARTICLE IX
PROHIBITED ACTIVITIES
Section 9.1 Prohibited Activities. 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.