ARTICLE I NAME ARTICLE II PURPOSE & OBJECTIVES

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1 CONSTITUTION OF KAISER SOUTH BAY HEALTH CARE PROFESSIONALS ASSOCIATION UNITED NURSES ASSOCIATIONS OF CALIFORNIA/UNION OF HEALTH CARE PROFESSIONALS, NATIONAL UNION OF HOSPITAL AND HEALTH CARE EMPLOYEES, AFSCME, AFL-CIO ARTICLE I NAME Section 101 The name of this organization shall be: The Kaiser South Bay Health Care Professionals Association (KSBHPA), United Nurses Association of California/Union of Health Care Professionals. ARTICLE II PURPOSE & OBJECTIVES Section 201 The purpose & objectives of this organization shall be: A. To close any gap, which may exist between desired standards of health care practices, and actual practices, the over-all goal being the best possible health care for all people. B. To provide a mechanism by which concerns and ideas can be expressed, studied carefully, and resolutions proposed and implemented. C. To represent the Health Care Professionals in professional negotiations for the determination of wages, hours, and conditions of employment. D. To achieve and maintain the highest standards of practice in order to provide the best possible health care for all patients. Page 1 ARTICLE III MEMBERSHIP Section 301 A member shall be a person in the bargaining unit who is a Registered Nurse, Nurse Practitioner, or Physician Assistant; employed either full-time, part-time, irregularly scheduled part-time or per diem at Kaiser Foundation Hospital or Southern California Permanente Medical Group in the South Bay Medical Center and outlying clinics; excluding administrators, directors, supervisors, or other as per the current Agreement between Kaiser Permanente Medical Care Programs and Kaiser South Bay Registered Nurses Association affiliated with United Nurses Associations of California/Union of Health Care Professionals. Section 302 A member in good standing shall be: A. A Registered Nurse, Nurse Practitioner, or Physician Assistant who meets the requirements of membership as specified in Section 301 of this Article III. B. A Registered Nurse, Nurse Practitioner, or Physician Assistant who is actively employed and who complies with all the financial assessments of this Affiliate.

2 Section 303 Each member in good standing shall have a vote and full membership rights. Section 304 Members on leave of absence are: A. Obligated to notify State Secretary and State Treasurer of such leaves of absence and their duration. B. Obligated to meet financial assessments as determined by the Executive Committee on an individual basis. Section 305 Reinstatement shall be effected after fulfillment of all financial assessments. Section 306 No discrimination shall ever be shown in this organization of any affiliated association toward individual members or applicants for membership because of race, sex, religious faith, and political beliefs or activities. Page 2 ARTICLE IV OFFICERS Section 401 The elected officers of Kaiser South Bay Health Care Professional Associations/Union of Health Care Professionals shall be: An Affiliate President, an Affiliate Vice President, a Secretary, a Treasurer, a Representative Coordinator and a Master Committee/PSP Chair. Section 402 The elected officers of the Affiliate shall hold office for two (2) years or until their successors are chosen but in no event for a period longer than one year after end of their term. Section 403 The elected officers shall assume their duties immediately and shall serve until their successors are elected and qualified. Section 404 A member shall be eligible for nomination or election of office when he/she has been a member and in good standing of this Affiliate for a period of one (1) year. Section 405 Past officers duties shall be to advise the executive committee for a period of one month from the date new officers take office. Section 406 Every officer shall, upon assuming office, subscribe to the Obligation of an Officer contained in Appendix B of the International Union Constitution. Section 407 The duties of the elected officers shall be:

3 AFFILIATE PRESIDENT A) The Presidents shall preside at all meetings of the Affiliate and of the Executive Committee. B) They shall appoint all committees, shall direct the administration of business of the Affiliate, and shall be ex-officio member of all committees except the election committee. C) Countersign checks drawn against the local funds D) Appoint all the local's committees (subject to the executive board's approval) E) Report to membership on the state of the local. F) Regularly communicate the union's vision, direction and goals G) Be a good listener and should seek out the views and ideas of fellow officers as well as those of the membership H) Perform as the ceremonial officer for such occasions as initiation of new members or installation of newly elected officers. I) Each officer is required to do walking rounds outside their assigned work areas a minimum of 2 J) Shall be active and engaged in our Monthly National contractual committee agreements K) The President shall perform all such other duties as pertains to the office. AFFILIATE VICE PRESIDENT A) The Affiliate Vice President shall assist the President in the performance of the President s duties and shall work under the direction of the President. B) The Affiliate Vice President shall have the authority to execute the duties of the President in the absence of the President and when the office is vacant until such time as the office is filled as provided in Article 4 Section 411. C) Shall act as Parliamentarian and ascertain that the rules of Parliamentarian procedure are followed at all times. D) Each officer is required to do walking rounds outside their assigned work areas a minimum of 2 E) Shall be active and engaged in our National contractual committee agreements. SECRETARY A) The Secretary shall be responsible for keeping all records of the Affiliate and of the Executive Committee, shall issue notices and keep minutes for all meetings, shall provide typed copies of all minutes to the Officers and the State Secretary by hard copy or electronic form B) Shall keep attendance records of all meetings and deliver all record to his/her successor upon retirement from office and other duties deemed necessary by the Executive Committee. C) Handle the local's official correspondence D) Notify membership of upcoming general membership meetings and events by hard copy and electronic form at least 7 (seven) days in advance. E) If the Secretary is not able to be present she/he will temporary appoint a person to fill in. F) Each officer is required to do walking rounds outside their assigned work areas a minimum of 2 G) Shall be active and engaged in our National contractual committee agreements TREASURER A) The Treasurer shall collect all dues and assessments shall make all disbursements subject to counter-signature by either of the Presidents, or Secretary on a timely basis. Page 3

4 B) Shall keep such financial records as may be required by the Executive or Financial Control Committee and shall deliver them to the successor upon retirement from office. C) Give a surety bond through the International Union D) Submit any required financial reports to the State and local on a monthly basis E) Act as custodian of the local's property F) The Treasurer shall meet with the Financial Control Committee as necessary and other duties as deemed necessary by the Executive Committee. G) Each officer is required to do walking rounds outside their assigned work areas a minimum of 2 H) Shall be active and engaged in our National contractual committee agreements REPRESENTATIVE COORDINATOR A) Shall manage the Affiliate Representation Stewards, including recruitment of members. B) Shall maintain a current list of Representation Stewards and coordinate their local representation activities. C) Shall supply Human Resources with a current list of Representation Stewards. D) Shall coordinate Steward participation at State Steward trainings. E) Coordinate Steward involvement in the Basic Labor class and assist in teaching this class. F) Shall facilitate quarterly local Steward meetings. G) Shall include Contract Specialists in activities and local Steward update. H) Each officer is required to do walking rounds outside their assigned work areas a minimum of 2 I) Shall be active and engaged in our National contractual committee agreements. MASTER COMMITTEE/PSP CHAIR A) Shall coordinate and oversee committees of Article IX. B) Shall seek and organize membership participants for all PSP activities and goals, including designating assignments. C) Shall meet with committee chairs at least semiannually and as needed. D) Shall provide Executive Committee with monthly report of committee work and/or activities. E) Each officer is required to do walking rounds outside their assigned work areas a minimum of 2 F) Shall be active and engaged in our National contractual committee agreements. Section 408 The officers shall each act as Delegate to the Executive Council by fair rotation. A) Attending officer shall inform the Executive Committee of all updates of the State's goals, visions and any information presented at the State meetings to be aligned. B) The President shall be responsible for an officer s presence at Executive Council meetings. Section 409 All elected officers shall automatically be eligible to serve as delegates to the State Convention of UNAC/UHCP during their term of office. The remaining delegate seats are to be filled by secret ballot election as stated in the UNAC/UHCP State Constitution, under Article titled State (UNAC/UHCP) Convention Delegates. Page 4

5 Section 410 An officer of the Affiliate desiring to resign shall do so by writing a letter of resignation to the Secretary within 30 days to find coverage for their responsibilities. Section 411 The Executive Committee shall appoint a qualified member to fill a vacated office for the remainder of the term or until another officer election is conducted; whichever comes first and inform the state office of the process used to appoint the member to office. Page 5 ARTICLE V NOMINATIONS & ELECTION OF OFFICERS Section 501 The Executive committee officers shall be nominated from a slate presented by the Nominations Committee with the consent of the nominee and as expressed agreement to serve if elected. Section 502 Alternate elections: Affiliate Vice President, Treasurer, and Representation Coordinator in odd numbered years and Affiliate President, Secretary, and Master Committee /PSP Chair in even numbered years. Section 503 A notice of nominations shall be mailed to each member at the members last known address. Section504 All regular Elections shall be held in the month of November following nominations. Section 505 The vote shall be by majority of those voting. Section 506 An election notice including a secret ballot shall be mailed to each members last known address at least fifteen (15) days before election deadline. Section 507 Ballots will be mailed to members according to current payroll rosters. Section 508 Ballots will be placed in a sealed envelope inside a mailing envelope. Section 509 Results will be posted for the membership by hard copy and/or . Section 510 Recall of officer shall be effected by: A. Notification to the Secretary of the desire to recall with a signed petition of twenty-five (25%) percent of members of the membership.

6 B. A general membership meeting in accordance with Article VI shall be called within thirty (30) days of receipt of valid recall petition. Section 511 Recall of officers shall be effected thirty (30) days after approval of two-thirds (2/3) majority of general membership. Section 512 Voting on a recall measure shall be conducted by ballot. Section 513 Successful recall measure shall automatically institute election procedure Article V within thirty (30) days. ARTICLE VI GENERAL MEETINGS Section 601 Regular general meetings of the Affiliate shall be held at least once in the Spring and once in the Fall, and as needed. A. The place of the meetings shall be determined by the Executive Committee. B. All members shall be notified of general meetings by posted and/or electronic notices. C. A quorum shall be deemed present for the purpose of the conduct of business at the general meeting of the Affiliate whenever two (2%) percent of the fully notified membership are present. D. The Executive committee shall decide the times of meetings and incorporate walking rounds to connect with most membership possible. ARTICLE VII AMENDMENTS Section 701 The Constitution may be amended by mailed ballot to the General Membership or in structured rounds by a majority vote of the membership. Majority vote is 2% of the total affiliate membership. Section 702 Proposed amendments to the Constitution must be submitted in writing to the State Secretary at least three (3) weeks before the next meeting. Such proposals shall be mailed to the General Membership at least two (2) weeks prior to vote. Such proposals shall be read at the next regular general membership meeting. Section 703 Notice of adopted changes in the Constitution shall be published within 90 days by posted notice to all members. The By-Laws of this Association may be amended in the same manner of the Constitution. Page 6 ARTICLE VIII GOVERNMENT Section 801 The government of this Affiliate shall be vested in the Executive and Financial Control Committees except for those powers reserved in the State Association Constitution.

7 Section 901 The standing committees of KSBHCPA shall be: A) Executive Committee B) Nominating Committee C) Financial Control Committee D) Education Committee Page 7 ARTICLE IX STANDING COMMITTEES Section 902 The Executive Committee shall consist of the elected officers: The Affiliate President, the Affiliate Vice President, the Secretary, the Treasurer, the Representative Coordinator, and the Master Committee/PSP Chair. A. The Executive Committee, or its appointees, shall be responsible for serving on the negotiations Committee. B. The Executive Committee shall meet with representatives of administration monthly or as necessary to consider matters related to health care professionals practices, patient care, professional education, attendance, staffing, ratios and recruitment update. An agenda shall be prepared and furnished to all participants in advance for the meeting. C. Executive committee meetings shall be held monthly or as needed. D. Any officer of the affiliate may be removed from office, for three (3) or more consecutive unexcused absences from general membership or executive committee meetings. E. Report on all actions and decisions at the next membership meeting. F. Oversee the work of the union's committees; plans for the agenda for membership meetings G. Determines the goals and objectives of the local and develops plans and strategies to achieve those goals H. Decide all matters affecting the policies, aims and means of accomplishing the purposes of the local not provided for in the Constitution or by action of the membership. Section 903 The Nominating Committee shall be appointed by the Executive Committee after nominations have been completed or as necessary. A. There shall be a minimum of two (2) members from the Kaiser Foundation hospital and two (2) members from the Southern California Permanente Medical Group. B. Their duties shall be to prepare a slate of officers for consideration or the ballot. C. They are to communicate and organize with the State office to produce the ballot and count the ballots as time lined by the State office. D. When the ballots are counted and confirmed, the nominating committee is to contact the nominees and inform them of the results in a timely manner. Section 904 The Financial Control Committee shall be appointed by the Executive Committee, the Treasurer shall act as chairperson. The Financial Control Committee shall consist of three (3) members, a Kaiser Foundation Hospital Member, a Southern California Permanente medical group member and the Treasurer. A. The Financial Control Committee shall review all financial records and all expenses paid-out to ensure there is compliance with the financial policies of the organization. B. Financial Control Committee meetings shall be held quarterly and as necessary.

8 Section 905 The Education Committee shall consist of and Education Chair and at least 2 members, which shall be appointed by the Executive Committee. A) The Education Committee takes a poll from membership on the types of classes requested B) The Education Committee will have a budget as determined by the financial policy and submit to the Executive Committee for approval of class topic and location. Section 906 The Association Representation shall consist of a representative from each inpatient and outpatient KSBHPA area. A) Representation shall include all shifts. B) The Association Representatives shall welcome new KSBHPA employees before their probationary period is complete. C) Committee members will explain the new Members rights and responsibilities under the constitution, explain the labor agreement, inform the members of the need to observe time limits for filing grievances and direct the members to contact the Committee member on the unit concerning questions, complaints, working conditions, etc... The list of members on the Association Representation Committee shall be published yearly and revised as needed with notification posted for the members by hard copy or . Responsibility for maintaining and publishing the committee list will be determined by the Executive Committee Section 907 The Advisory Council shall consist of at least one (1) past officer member from KSBHPA. A) The advisory Council shall meet annually or as necessary with the Executive Committee. B) Shall advise and provide history to the Executive Committee and membership. Section 908 Standing Committee members shall be required to attend all meetings. If unable to attend, committee members shall be responsible for furnishing their own alternate. If a member or alternate does not attend three (3) consecutive meetings, the Executive Committee shall appoint a new member as replacement. Section 909 Any committee member of this affiliate desiring to resign shall do so by writing a letter of resignation to the Secretary. Page 8 ARTICLE X PARLIAMENTARY PROCEDURES Section 1001 The rules of Parliamentary Procedure Published in ROBERT'S RULES OF ORDER, NEWLY REVISED, shall govern the Affiliate in all cases to which they are applicable an in which they are not inconsistent with these Bylaws, Constitution, or any special rules which the Affiliate may adopt. The four cornerstones of Robert's Rules are: A) Only one subject comes before the meeting at a time B) Each topic is freely debated with meaningful, informed decision C) Every member has the right to be heard; every member has rights and responsibilities equal to those of every other member D) In making decisions, the majority rules-- always

9 ARTICLE XI PROVISION OF BYLAWS Section 1101 The bylaws shall provide for the management and government of the Affiliate except as provided in the Constitution. ARTICLE XII MISCELLANEIOUS PROVISIONS SECTION 1201 This local union shall at all times be subject to the provisions of the Constitution of the American Federation of State, County and Municipal Employees. Except to the extent specified in this Constitution, no officer of the local union shall have the power to act as agent for or otherwise bind the local union in any way whatsoever. No member or group of members or other person or persons shall have the power to act on behalf of or otherwise bind the local union except to the extent specifically authorized in writing by the President of the local union or by the Executive Board of the local union. REVISED February 1985 October 1985 October 1988 October 1991 June 1998 March 2001 June 2002 October 2010 October 2013 Page 9

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