ARTICLES AND BYLAWS FOR THE FAITH COMMUNITY NURSES ASSOCIATION OF OKLAHOMA, A NON-PROFIT ORGANIZATION

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1 ARTICLES AND BYLAWS FOR THE FAITH COMMUNITY NURSES ASSOCIATION OF OKLAHOMA, A NON-PROFIT ORGANIZATION ARTICLE I - Name, Address, Non-profit, and Dissolution The name of the organization shall be the Faith Community Nurses Association Of Oklahoma; hereafter FCNA OK. The period of duration for the FCNA OK is perpetual. The principal location and address of the FCNA OK is: Catholic Charities, 1501 N. Classen Boulevard, Oklahoma City, OK No part of the net earnings of FCNA OK shall inure to the benefit of, or be distributable to its members, officers, or other citizens, except that the FCNA OK shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in ARTICLE II. Not withstanding any other provision of these articles, FCNA OK shall not engage in any activities or exercise any powers that are not in furtherance of the purposes of FCNA OK. FCNA OK is a non-profit organization with an Employer Identification Number (EIN) obtained from the Department of the Treasury Internal Revenue Service. Upon the dissolution of the FCNA OK, assets shall be distributed to Catholic Charities for health services of the organization. ARTICLE II Purpose of the FCNA OK The purpose of FCNA OK is to preserve, support and advance the professional practice of faith community nursing in Oklahoma. Interested registered nurses come together to pray, witness, support, learn and share in the context of faith and health. Faith community nursing is a specialty practice recognized by the American Nurses Association. A faith community nurse is a registered nurse who provides holistic nursing care to faith community members of all ages, reclaiming the healing ministry of the congregation. This organization exists to share practice ideas in faith communities and to nurture personal spiritual development. ARTICLE III Membership Registered nurses eligible for licensure in the state of Oklahoma are entitled to regular membership with full voting and membership benefits. 1

2 Health ministers and other professionals are eligible for associate membership without voting privileges. All other membership benefits are available to associate members. Organizations which promote faith community nursing in Oklahoma are eligible for affiliate membership. Affiliate members are eligible for one vote and all other membership benefits. Fees are set according to membership category by the Board of Directors. Applications with dues are submitted to the FCNA OK Treasurer no later than 60 days following the beginning of the fiscal year. ARTICLE IV Board of Directors The Board of Directors shall consist of the Officers four at-large members and one member from an affiliate representative. Two at-large members will be elected by the membership from Region I consisting of all those regular members residing west of Interstate 35. Two at-large members will be elected by the membership from Region II consisting of all those regular members residing east of Interstate 35. At-large members will serve for two years and are eligible for re-election up to two consecutive terms. The manager of the Faith Community Nursing Resource Center and the Documentation Network Administrators will be ex officio members of the Board of Directors without voting privileges. The Board of Directors shall determine administrative policies, manage the business of FCNA OK between meetings of the organization, establish standing and ad hoc committees, and appoint membership to these committees. The Board of Directors shall establish and maintain working relationships with other organizations and shall review and revise the accounting system of FCNA OK as needed. The Board of Directors shall meet at least one time between membership meetings and/or within 30 days of the membership meetings. Members may participate in meetings by conference call, if necessary. A majority of the voting members of the board of directors shall constitute a quorum for transaction of business at all meetings. ARTICLE V Officers - Officers The officers of FCNA OK shall be President, President-Elect, Secretary, Treasurer, and Spiritual Director. 2

3 - Terms of Office The President-Elect will serve one year as President-Elect; one year as President; and one year as Past President. The Secretary and Treasurer will serve for two years up to two consecutive terms. The Spiritual Director will serve for five years and must have education and experience in spiritual direction in order to be eligible for office. - Duties The president shall preside at all meetings of the association, the board of directors, and the executive committee. The president shall be an ex officio member of all standing committees of the association. The president-elect will chair committees on special subjects as designated by the board. The immediate past president will provide counsel to the president and the board of directors and shall serve as association parliamentarian. The secretary shall be responsible for recording all regular and special meeting minutes and all correspondence for FCNA OK. The treasurer shall receive all monies for FCNA OK, registration fees and dues, and other association funds; keep a record of deposits and expenditures as authorized by the membership and submit an annual financial statement. The treasurer will be required to have Board approval for expenditures over five hundred dollars ($500.) A review of the records will be performed annually or when the treasurer changes. The spiritual director shall assist the membership to operationalize the spiritual component of faith community nursing. The spiritual director shall demonstrate spiritual maturity and experience in nurturing the members spiritual development. The spiritual director will be responsible for the annual retreat and prayer at membership meetings. ARTICLE VI Vacancies In the event of a vacancy in any position, the Board of Directors shall appoint a replacement to serve for the remainder of the term. ARTICLE VII Elections The President-Elect, the Secretary and one at-large board member from each region shall be elected in even years; the treasurer and one at-large board member from each region shall be elected in odd years. The Spiritual Director shall be elected for five years beginning in Officers and Board members shall take office at the beginning of the fiscal year. The Nominating Committee shall select and prepare a slate of nominees to be presented at the third quarter meeting or in writing/electronically at least 30 days prior to the annual meeting for election. 3

4 Paid regular and affiliate members will be eligible to vote on the slate of candidates. Every regular and affiliate member shall have the right to cast one vote in person, by proxy, by mailed vote, or by electronically submitted vote, provided these votes are received in the FCN resource center office by 8:00 a.m. (Central Time) on the date of the meeting. A candidate receiving a plurality of the vote for any office shall be declared elected. The results of the election will be announced at the conclusion of the voting. ARTICLE VIII Meetings FCNA OK membership shall meet at least quarterly as established by the Board of Directors and as needed. The 4 th quarter meeting will be designated as the annual meeting for the election of officers and board of directors. Meetings will be held at Catholic Charities, Oklahoma City or designated sites. Meetings are open to interested persons, but only paid regular and affiliate members may vote. Fees may be assessed for the educational component of meetings. A majority of the voting members of the executive committee shall constitute a quorum for the transaction of business at all meetings. ARTICLE IX Committees The Board of Directors may create committees as needed. There shall be four standing committees Executive, Education, Nominating, and Spirituality Committees. The Board President appoints all chairs for special committee. The six officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject of the direction and control of the Board of Directors. Education Committee. The manager of the FCN Resource Center is chair of the Education Committee. The Education Committee is responsible for planning the educational component of the membership meetings and a day of education for faith community nurses on an annual basis. The Education Committee plans programs and obtains continuing education credit as able for all programs offered. Nominating Committee shall consist of at least three members. The Nominating Committee shall be responsible for developing a slate of candidates for officers, board of directors, and nominating committee to be presented at the 3 rd quarter membership meeting. 4

5 The committee chair will be chosen between the members of the committee. The committee will be responsible for obtaining a verbal consent-to-run for each position. Section 5 Spirituality Committee. The Spiritual Director is the chair of the Spirituality Committee. The Spirituality Committee is responsible for planning and implementing the annual retreat and the Theological Reflection/prayer period at the beginning of each FCNA OK meeting. Section 6 Special Committees. The Board of Directors may create special committees from time to time to complete a specific project, such as, bylaws revision, and other tasks. ARTICLE X Amendments These bylaws may be amended at any regular meeting by a two-thirds vote of majority of paid regular and affiliate FCNA OK members present and voting, providing all proposed amendments have been provided to members thirty days prior to the regular meeting. These bylaws may be amended at any regular meeting by unanimous vote of paid regular and affiliate FCNA OK members present and voting without previous notice. ARTICLE XI Parliamentary Authority The rules contained in Roberts Rules of Order Revised shall govern meetings of the FCNA OK in all cases in which they are applicable and which they are not inconsistent with these bylaws. Approved 9/2002 Amended: July