Nursing Organizations Alliance, Inc. Bylaws

 

ARTICLE I

NAME

The name of this not-for-profit corporation shall be The Nursing Organizations Alliance, hereinafter referred to as The Alliance.

ARTICLE II

PURPOSE

The purpose of the Alliance is to inspire and develop leaders in the community of nursing organizations.  The Alliance does not have delegated authority to speak for nursing or any member of The Alliance.

ARTICLE III

MEMBERSHIP

Section 1. Eligibility.
Members of the Alliance shall be independent national nursing membership organizations, organizations wherein the majority of members are nurses or a nursing structural component of a multi-disciplinary organization that:

  1. Have a purpose compatible with and/or supportive of that of the Alliance’s purpose
  2. Address current and emerging nursing issues
  3. Have a body of knowledge and skills in a defined area relevant to nursing or health care, supported by documentation that might include a core curriculum, publications and research, standards of care/practice, or other documents.

Section 2.    Application Process.  In order for an application to be considered, the following conditions must be met:

  1. A prospective member shall submit the organization's purpose, bylaws, certificate of incorporation or other legal identification, and membership composition in accord with standard rules of procedure established by the Coordinating Team. 
  2. Membership shall commence when the criteria for membership have been fulfilled, membership dues paid, and the application approved by the Coordinating Team.

Section 3.    Responsibilities and Privileges.
Each member

  1. Shall have all rights and privileges of membership.
  2. Shall have one vote.
  3. Shall be required to pay annual dues as established by the Coordinating Team.
  4. Shall participate in the annual business meeting.  A quorum at meetings shall be the presence of ½ or more of the members registered for the meeting and 2/3 of the Coordinating Team.  The act of the majority (50% plus one) of the members present shall constitute the act of the Alliance. 
  5. May create/participate in work groups with the approval of the Coordinating Team.
  6. Consistent with legal requirements, may authorize its representative to inspect the books and records of The Alliance for the proper purposes upon reasonable notice to The Alliance.

Section 4.  Forfeiture of Membership
If the dues of any member are not received within thirty (30) days of the membership expiration date (December 31st) or the member no longer meets membership criteria, that membership shall automatically terminate on March 31st.   Members who lapse in payment for 12 months must reapply for membership.

ARTICLE IV

COORDINATING TEAM

Section 1. Composition
The Coordinating Team shall be comprised of six members representing no fewer than two and no more than four current chief staff officers and no fewer than two and no more than four current/past chief elected officers. 

Section 2. Duties
The Coordinating Team shall manage the property, business, and affairs of The Alliance including but not limited to:

  1. Overseeing structures and processes so The Alliance is effective and prudent in accomplishing its purpose.
  2. Setting the time and place of The Alliance annual meeting, Coordinating Team meeting(s) and any other Alliance sponsored events.
  3. Determining the fiscal year for The Alliance.
  4. Meeting at least once prior to the annual meeting of the Alliance
  5. Employing a management firm to be responsible for the administrative activities of The Alliance.
  6. Approving/coordinating work team activities.
  7. Filling Coordinating Team vacancies for the length of the unexpired term in accord with standard rules of procedure and as determined by a 2/3 vote of the Coordinating Team.

Section 3. Officers
The officers of this corporation shall be a Coordinating Team Leader, Secretary, and Treasurer.

  1. Coordinating Team Leader.  The Coordinating Team Leader shall:
    1. Preside at all meetings of The Alliance.
    2. Perform such other duties as may be required from time to time by The Alliance.
    3. Be an ex officio member of all Work Teams.
    4. Provide a final, determining vote in the event that a Coordinating Team vote results in a tie.
  2. Secretary.  The Secretary shall:
    1. Review minutes of all meetings and ensure accuracy prior to distribution.
    2. Perform such other duties as may be required from time to time by The Alliance.
  3. Treasurer. The Treasurer shall:
    1. Oversee The Alliance funds
    2. Provide reports of annual budgets and audited financial reports to membership at the annual meeting.
    3. Consult with the Coordinating Team regarding investment of resources and acquisition of fixed assets.
    4. Perform such other duties as may be required from time to time by The Alliance.

Section 4, Term of Office

  1. The term of office for members of the Coordinating Team shall be three years.  It will begin at the close of an annual business meeting and end at the close of the annual business meeting three years later.  No one may serve more than two consecutive terms.
  2. The term of office for the Coordinating Team Leader, Secretary and Treasurer shall be one year; the officer shall hold the position until a successor is elected.  The term of office shall commence at the conclusion of the annual meeting at which the officer was elected.

Section 5. Meetings

  1. The Coordinating Team shall meet at least once prior to the annual meeting of The Alliance.
  2. A quorum for any Coordinating Team meeting shall be 2/3 of the membership of the Coordinating Team.

Section 6. Reimbursement

Coordinating Team members shall not be entitled to any compensation for their services but expenses will be reimbursed in accordance with standard rules of procedure.

ARTICLE V

NOMINATIONS AND ELECTIONS

Section 1. Coordinating Team

  1. Eligibility – Current chief staff officers and current/past chief election officers of member organizations are eligible to be nominated to the Coordinating Team.
  2. Nominations - At an annual meeting, and in accord with established standard rules of procedure, the members shall elect the Coordinating Team from individuals who are nominated by organizations that hold membership.
    1. Each member may nominate no more than one candidate to serve on the Coordinating Team.
    2. Self-nomination must be approved by the sponsoring Alliance organization member.
    3. The candidate may be nominated by only one organization or entity.
    4. There may be only one candidate from any organization or entity on the ballot.
    5. The candidate may not be a chief staff or current/past chief elected officer of an organization already represented on the Coordinating Team.
  3. Elections – Members may submit their vote per the voting policies established by the Coordinating Team in advance.

Section 2. Officers

  1. Nominations
    1. The Coordinating Team shall select the officers through consensus and consent in a manner established by the Coordinating Team and in accord with standard procedures at its first meeting

ARTICLE VI

WORK TEAMS

Section 1. Work Teams

  1. Self-forming Work Teams.  Volunteer membership on self-forming work teams shall be organized based on member initiatives that arise through dialogue within The Alliance and are subject to approval by the Coordinating Team.
    1. Due Notice. The Work Team must consult with the Coordinating Team regarding the suggested activity and is responsible for keeping the Coordinating Team informed of the progress of the activity. 
    2. The Coordinating Team reserves the right to refuse The Alliance endorsement of any self-forming Work Team activity.
    3. Accountability.  The initiating member assumes accountability for announcing the call for Work Team membership.  The work of self-forming work teams shall be assumed at the expense of those members choosing to participate in the process.
    4. Membership.  Membership on a self-forming Work Team is self-selected by the parties initiating the work of the group.
    5. Time.  The length of time of the volunteer commitment is determined by those engaged in the work of the team.
  1. Designated Work Teams.  Designated Work Teams, which shall focus on specific outcomes, may be established by the Coordinating Team. 
    1. Accountability.  A designated Work Team shall be accountable to The Alliance via the Coordinating Team and pre-approved expenses of the Work Team will be assumed by The Alliance.  The designated Work Team is responsible for keeping the Coordinating Team informed of the progress of the activity. 

ARTICLE VII

INDEMNIFICATION

The Nursing Organizations Alliance shall indemnify present or former officers, directors, employees, and agents in accordance with the applicable provisions of the Illinois General Not For Profit Corporation Act.

ARTICLE VIII

PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the proceedings of The Alliance in all cases not provided for in these bylaws, the standard rules of procedure, and any special rules of order The Alliance may adopt.

ARTICLE IX

AMENDMENTS

Section 1. Eligibility.  Amendments to these bylaws may be proposed by any member, by the Coordinating Team, or by any approved Work Team, provided they are submitted in accord with standard rules of procedure to the Nursing Organizations Alliance at least thirty (30) days prior to a scheduled annual business meeting or a call for a mail vote.

Section 2. Voting.  Amendments to these bylaws shall be made by mail vote of the entire membership or by vote at the annual business meeting. A majority (50% plus one) of the membership must respond for an official mail vote of the Alliance.  Once the mail vote requirement is met, the act of the majority shall be the act of the Alliance.  If a vote on amendments to the Bylaws is taken during the annual business meeting called in compliance with Article III, Section 3-D, the Bylaws amendments must receive a two-thirds (2/3) affirmative vote for approval.

ARTICLE X

DISSOLUTION

Dissolution of the Alliance shall be in accord with Article Twelve of the Illinois General Not For Profit Corporation Act.

 

Revised 11/14/02
BEP:MD
Revised 03/08
Revised 04/10
Revised 11/17