ILLINOIS NURSES ASSOCIATION

Transcription

1 ILLINOIS NURSES ASSOCIATION CONSTITUTION AND BYLAWS

2 ARTICLES OF INCORPORATION as filed in the Office of the Secretary of State 1. The name of such corporation is the Illinois Nurses Association. 2. The object for which this Association is formed is to advance the interests and welfare of nurses. 3. The management of the aforesaid Association shall be vested in a Board of Directors. 4. The location of the Association is in the City of Chicago, in the County of Cook, in the State of Illinois, and the post office address of the business is 105 West Adams, Chicago IL Incorporated August 22, 1901

3 MISSION STATEMENT The mission of the INA is to work for the improvement of health standards and availability of health care services for all people in Illinois, foster high standards for nurses, stimulate and promote professional development of nurses, and advance their economic and general welfare. INA VISION The Illinois Nurses Association will be recognized as the nursing union in the State of Illinois, providing professional representation, improving wages and terms and conditions of employment for nurses in bargaining units represented by the INA, creating an environment where all RN s can participate and lead in protecting patient care by organizing unorganized RN s that do not have the professional standards that INA represented members have gained.

4 ILLINOIS NURSES ASSOCIATION Bylaws Amendment January 17, 2015 TABLE OF CONTENTS Article I Name...2 Article II Purposes and Functions...2 Article III Composition of INA and Definitions...5 Article IV Members...5 Article V Organizational Affiliates of INA...8 Article VI Dues...8 Article VII Disciplinary Action & Rights of Members...9 Article VIII Membership Assembly...10 Article IX Officers and Directors...11 Article X Board of Directors...14 Article XI Executive Committee...17 Article XII Executive Director...18 Article XIII Committees...18 Article XIV Elections...19 Article XV Indemnification of Officers and Directors...20 Article XVI Official Publication...21 Article XVII Parliamentary Authority...21 Article XVIII Amendments...21

5 ARTICLE I Name 1.01 The name of this Association is the Illinois Nurses Association, hereinafter sometimes referred to as INA. ARTICLE II Purposes and Functions 2.01 Purposes The purposes of INA are to: a) Represent nursing in collective bargaining and secure contracts with employers to improve wages and other terms and conditions of employment for INA represented nurses; b) Foster high standards of nursing; c) Stimulate and promote the professional advancement of nurses and their economic and general welfare; d) Promote the professional and educational development of nurses; e) Promote and foster, advance and protect the interests and welfare of the profession of nursing; and f) Take such actions as the INA may deem appropriate to promote its interests and the welfare of its members; g) Work for the improvement of health standards and the availability of health care services for all people. These purposes shall be unrestricted by consideration of political affiliation, age, color, creed, disability, gender, health status, lifestyle, nationality, race, religion or sexual orientation Functions The functions of the INA are to: a) Continue to improve wages, differential and workplace standards for RNs in order to make the entities where INA members work the preferred place to work; b) Enforce, administer and protect RN collective bargaining agreements in order to protect patients and the profession of nursing; 2

6 c) Set general economic standards for nurses and work to bring those standards to all nurses in Illinois; d) Provide continuing education for nurses including implementing and promoting accreditation programs for continuing education; e) Promote and protect the economic and general welfare of nurses; f) Assume an active role as a patient advocate in healthcare and healthcare systems; g) Analyze, predict and influence new dimensions of healthcare practices and the delivery of health care; h) Act and speak for nurses in Illinois in regard to legislation, governmental programs and State health policies; i) Represent and speak for the nursing profession with allied professional, community and governmental bodies and with the public; j) Provide consultative services to members; k) Create a diverse and representative INA RN leadership within the INA; l) Support and cultivate every RN s opinion and feedback to create a stronger RN lead organization by engaging all INA members; m) Promote through appropriate means standards of nursing practice, nursing education and nursing service as defined by the American Nurses Association; and implement such standards through appropriate channels; n) Promote adherence to the Code of Ethics established by the American Nurses Association; o) Build power by organizing un-organized nurses. p) Assure that all persons represented by the INA are guaranteed the autonomy and democratic rights of represented groups against interference by employers, supervisors, or management personnel; q) By majority vote, remove officers of local units from any position of responsibility in a unit for up to 3 months pending investigation, or permanently for actions that could constitute a basis for disciplinary action under Section 7.01 of these Bylaws, or for the purpose of otherwise carrying out the legitimate objectives of the INA and ensuring implementation of INA policies and programs; 3

7 r) In the event of such temporary or permanent removal provided for in subsection (q), manage the financial functions of the local unit and assist the Executive Director in ensuring the continued performance of the local unit. s) Provide for a local unit fee which shall be established by secret ballot vote of a majority of the local unit members present and voting at a special meeting of the local unit members or by a mail referendum ballot. Special meetings of the local unit members to establish the fee may be called by the Board or by the President of the INA upon written request of one-tenth of the members entitled to vote at such a meeting. Notice of special meetings of the local unit membership and the proposed fee shall be published in an official INA publication not less than 30 days prior to the first day of the meeting; t) Establish administrative policies and budget governing the collection, use, and disbursement of local unit fees. Local unit fees shall be used for (1) travel and travel-related expenses of local unit members in the course of collective bargaining activities, administration of the local unit, and Association meetings related to local unit activities; (2) non-ina staff expenses related to impasse procedures and strikes; and (3) creation of local unit funds administered in accordance with policies established by the board. Board administration of local unit fees shall conform with established INA policies and procedures regarding deposit of funds, bonding, and auditing of accounts; and u) Study and evaluate the economics of health care and nursing in the various occupational settings. ARTICLE III Composition of INA and Definitions 4

8 3.01 INA maintains a membership unrestricted by consideration of age, color, creed, disability, gender, health status, lifestyle, nationality, race, religion or sexual orientation In these bylaws the term: Annual Membership Assembly means the meeting of members held annually at such time and place as determined by the Board of Directors. "INA Official Publications" means The Illinois Nurse and other publications as established by the INA Board of Directors. INA-PAC means Illinois Nurses Association Political Action Committee, a voluntary, unincorporated, nonprofit group of nurses and others whose primary concern is the improvement of health care through the political process. Local Unit means an INA organizational grouping of INArepresented employee INA members. Local units shall have responsibility for collective bargaining decisions made in accordance with the INA bylaws and with the policies and procedures of the Executive Director in accordance with Article XII and the Board of Directors. Local units are not separate organizations but are multiple bargaining units integrated within INA. ARTICLE IV Members 4.01 Qualifications for Membership in INA A member is one: a) Who in accordance with INA policies and procedures, shall not be denied membership due to impairment, a nurse in recovery who has surrendered a license to practice, or who has been granted a license to practice as a registered nurse in at least one of the states, the District of Columbia, or territories of the United States, and who does not have a license under suspension or revocation in any such jurisdiction; or is otherwise entitled by law to practice; or 5

9 b) For any nurse who has a license under suspension or revocation, membership shall be reviewed as provided for in the procedures contained in Article VII, or c) Whose membership is not under revocation for violation of Code of Ethics, or INA bylaws; and d) Whose application has been accepted by INA; and e) Who has paid current dues; f) Is a member of a collective bargaining unit represented by the INA, or is part of a collective bargaining unit the INA is seeking to represent and who agrees to be bound by the INA s Constitution and Bylaws. g) The Board of Directors may create special classes of membership, such as for former INA bargaining unit members, retired nurses, student nurses, electronic membership, etc. provided that nurses currently in a bargaining unit represented by the INA cannot be a member of any special class of membership. The Board of Directors shall have the authority to determine the requirements for eligibility in such special class of membership, the dues, and the terms and conditions of such membership Membership Privileges a) INA members in good standing shall have membership privileges as follows: 1) Receive INA membership card and regular INA publications; 2) Serve in any INA elected or appointed positions in accordance with the INA Bylaws and applicable policies; 3) Vote on INA dues, officers, directors, 4) Attend the INA Membership Assembly and other unrestricted activities of INA; and In addition, each member, who is eligible to be organized for purposes of collective bargaining, shall have the right to: 5) Exercise freedoms of speech and assembly, as protected by the United States constitution and federal and state statutes; and to form, join, and assist another labor organization which is not in competition with the INA. The exercise of these rights, in and of themselves, 6

10 does not constitute grounds for disciplinary action by INA. b) Individual Affiliate 1) An individual affiliate is not a registered nurse, but is represented by the Illinois Nurses Association for the purposes of collective bargaining and pays dues per INA policy. Individual Affiliate privileges are limited to voting on the Individual Affiliate Director of the Board of Directors Membership Responsibilities All members in good standing shall have membership responsibilities as follows: a) Uphold INA, and Local Unit bylaws; b) Pay dues in accordance with INA policies; c) Refrain from actions, which are detrimental to the purpose, goals, and functions of INA; d) Participate in the building of a stronger union, by attending union meetings, staying informed and participating in the bargaining process; and e) Respect fellow INA members and their rights. In addition, members eligible to be organized for the purpose of collective bargaining shall; f) Refrain from engaging in dual-unionism which is defined as participation in or assistance to one or more labor organizations which are in competition with INA; and g) Refrain from participating in or giving assistance to one or more directly competing labor organizations that advocate or engage in activities which would eliminate or interfere with INA collective bargaining activities or INA s representational functions or duties Membership Year The membership year for members shall be for a period of 12 consecutive months from the time the application or renewal is processed by INA. 7

11 ARTICLE V Organizational Affiliates of INA 5.01 Qualifications An Organizational Affiliate is an association that: a) Is a nursing organization that meets criteria established by the INA Membership Assembly; b) Has been granted organizational status by the INA Board of Directors; c) Has paid an organizational fee to INA; and d) Has a governing body composed of a majority of registered nurses Responsibilities Each Organization Affiliate shall maintain mission and purpose harmonious with the purposes and functions of INA. ARTICLE VI Dues 6.01 INA dues shall be established by majority vote by secret ballot of members present and voting at the biennial membership meeting, or at a special meeting of the membership 6.02 Annual Dues a) The annual dues for all members shall be set forth in dues policy; and b) As established pursuant to 4.01(g), special classes of membership shall pay dues as established by the Board of Directors as set forth in formal policy Payment of Dues and Fees a) Members shall pay dues and fees to INA according to policy; 8

12 b) A member who fails to pay dues and fees as required shall forfeit all membership rights Local Unit Fees The local unit fee is an additional assessment of the local unit members established by a secret ballot vote of a majority of the local unit members as provided in Section 2.02 (s). ARTICLE VII Disciplinary Action and Rights of Members 7.01 Discipline - General INA members shall be subject to reprimand, censure, fine, suspension or expulsion in accordance with policy established by the Board of Directors for violation of Illinois Nurses Association Code of Ethics, violation of these bylaws or for conduct detrimental or injurious to the association or its purposes. Conduct considered detrimental or injurious to the association or its purposes shall include deliberately engaging in any activity which interferes with the legal, contractual, or collective bargaining obligations of INA, or working to subvert the aims of the organization by aiding the efforts of a competitor labor organization while serving as a representative of INA Due Process Prior to any INA member being subject to fine, suspension or expulsion, they must receive written notification of the specific charges, be afforded reasonable time to prepare a defense and allowed the opportunity for a fair hearing. The Board of Directors shall establish written procedures to ensure that the rights of members are respected and protected in all cases of discipline. 9

13 7.03 Conduct of Hearing by INA a) The INA Board of Directors shall appoint a thirteen member hearing committee in its first meeting after the Membership Assembly in each even numbered year. b) Any five members of this committee may constitute a hearing panel. c) Hearings shall be conducted in accordance with procedures established by the Board of Directors. d) Any officer or director who serves on a hearing panel may not participate in any subsequent appeal process Appeals a) The full INA Board of Directors shall act as the appellate review panel. b) The charged party may appeal the decision of the hearing panel to the appellate review panel in accordance with procedures established by the Board of Directors. c) The appellate review panel may not increase the penalty imposed by the hearing panel. d) The decision of the appellate review panel shall be deemed as a final determination. ARTICLE VIII Membership Assembly 8.01 Annual Business Meeting The members of INA shall meet annually, at a time and place determined by the Board of Directors. The annual business meeting shall be known as the Membership Assembly. 10

14 8.02 Supreme Authority The Membership Assembly as the governing and official voting body of INA is the supreme authority of the INA Composition a) All INA members are eligible to attend the Membership Assembly. b) Members who have been a member for at least sixty days prior to the Membership Assembly and have registered for the Membership Assembly may participate consistent with their membership class Meetings a) Notice of the Membership Assembly shall be announced in an official INA publication at least forty-five (45) days prior to the meeting. b) The INA president shall call a special Membership Assembly meeting upon the request of a majority of the INA board of directors or 33% of the local units. This call to meeting must provide a minimum of thirty day notice to the membership of the date, location and business to be transacted Quorum Requirement a) The quorum for the annual Membership Assembly shall be at least 1% of the full membership and three officers b) The quorum for a special Membership Assembly meeting shall be at least forty regular members and five board members. c) The members present at a duly called meeting at which a quorum is present may continue to transact business until adjournment provided any action then taken is approved by at least the number of members necessary to establish the initial quorum. 11

15 8.06 Function The Membership Assembly shall: a) Determine the overall positions and priorities of INA; b) Approve dues rates for regular members and any assessments; c) Deliberate on proposed amendments to the Articles of Incorporation or bylaws; d) Elect INA officers and directors; e) Approve rules of procedure consistent with these bylaws for the conduct of its business 8.07 Voting a) All INA members who are duly accredited shall have the right to vote on matters of business in the Membership Assembly. b) Decisions of the Membership Assembly are ratified by electronic voting of the membership within sixty (60) days of the Membership Assembly Order of Business The business conducted at a meeting of the membership shall be announced in the call to the meeting. ARTICLE IX Officers and Directors 9.01 Officers The officers of INA shall be a President, Vice-President, Secretary and Treasurer. Only regular members of INA are eligible to seek election to an officer position Directors 12

16 a) There shall be no more than thirteen (13) Directors, one of whom shall be an Individual Affiliate. b) Directors shall perform the duties specified in these bylaws Term of Office a) Officers and Directors shall be elected for a two-year term or until their successors are elected. This term shall begin at the close of the annual membership meeting at which they are elected. b) An Officer or Director may serve more than two consecutive terms in the same office. c) An officer or Director who has served more than half a term shall be considered to have served a term in that office Qualifications and Limitations a) All candidates for officer or director must be current in all dues and fees at the time of election. b) A member may hold no more than one elected INA office at the same time. c) Members of the INA staff and members of the Committee on Elections are not eligible to serve as elected officers or directors of INA. d) All candidates for officer or director must be INA members who hold non-supervisory, non-managerial positions within the meaning of federal law. e) A member may not serve as an officer or director if such service would result in their concurrent membership on the policy making body of any other labor organization or nursing organization. Service within the leadership of an organization endorsed by INA is excluded from this prohibition. 13

17 9.05 Vacancy a) If a vacancy occurs in the office of President, the Vice President shall become President until the next annual membership meeting. b) If a vacancy occurs in any other INA office, the Board of Directors shall elect a successor to complete the unexpired term by majority vote of board of director members present and voting by secret ballot at a regular or special board of director meeting called for that purpose where a quorum is present. c) In filling vacancies, the board of directors shall give due consideration to encouraging diversity in local unit representation on the board of directors Duties of Officers a) Officers shall perform the duties prescribed by these bylaws or the INA parliamentary authority, or generally associated with that position. b) The INA President shall: 1. Preside at all meetings of the membership, board of directors, or executive committee; 2. Serve as the official spokesperson of INA; 3. Nominate the chairpersons of all standing and special committees; 4. Appoint the members of all standing and special committees; 5. Designate INA representation at meetings of external organizations or public agencies upon request or as deemed appropriate; 6. Serve as an ex-officio of all committees, except the Committee on Elections; and 7. Serve as a signatory on all INA accounts. c) The INA Vice President shall: 1. Assume the duties of the President in the President s absence or incapacitation; 14

18 2. Serve the unexpired term of the President in the case of a vacancy in the office of President; and 3. Serve in such capacity as may be assigned by the President or Board of Directors. d) The INA Secretary shall: 1. Maintain the minutes of all membership, board of directors, executive committee meetings; 2. Serve as custodian of all records and papers belonging to INA for which no other provision has been made; 3. Issue all required notices; 4. Compile and furnish the official membership roster to the Committee on Elections not least than two hours before the opening of the polls. e) The INA Treasurer shall: 1. Oversee the receipt, deposit, and investment of all INA funds as directed by the Board of Directors; 2. Maintain an itemized account of all receipts and disbursements; 3. Present a statement of INA s financial position at each board meeting; 4. Establish bonds at INA expense for designated persons as directed by the Board of Directors; 5. Ensure the preparation of all financial records and books for the annual audit; 6. Serve as Chair of the Finance Committee Property All officers within 30 days after expiration of their terms shall deliver to their successors all property in their possession belonging to INA. ARTICLE X Board of Directors Composition 15

19 The Board of Directors shall consist of the following: (a) Four officers of INA; and (b) No more than thirteen (13) directors Term No member shall serve on the Board of Directors for more than four consecutive terms Definition The Board of Directors shall serve as agent for the Membership Assembly Functions The Board of Directors shall: a) Exercise the corporate responsibilities and fiduciary duties of INA consistent with applicable provisions of law; b) Transact the business of INA between Membership Assemblies; c) Provide for the implementation of action and directives of the Membership Assembly, and coordinate INA activities between meetings of the Membership Assemblies; d) Establish major administrative policies governing the affairs of INA that provide the INA s growth and development; e) Provide for proper care of all INA documents; f) Appoint chairpersons and members of ad hoc committees; g) Appoint five Board members to the INA-PAC Board of Trustees; h) Establish ad hoc committees as the need arises; i) Determine which officers and employees shall be bonded, and fix the amount of bond for each; j) Select a place of deposit for funds and authorize investments; k) Provide for the annual audit of all books of account by a certified public accountant; l) Arrange for payment of necessary expenses of members of the Board of Directors of INA; m) Adopt the INA budget; n) Receive and ratify reports of referendum votes of the Board of Directors; o) Report action of the Board of Directors to the INA membership; 16

20 p) Determine the place and date of the INA Membership Assembly; have the authority, in war emergency only, to cancel the Membership Assembly of INA; q) Have authority to and be responsible for interpreting and implementing these By-laws and, subject only to subsequent decision by the Membership Assembly, their interpretations of the Bylaws shall be final and binding; r) Make appointments and fill vacancies as necessary and as provided for in these bylaws, giving consideration to geographical distribution and functional areas representation; s) Make recommendations to the Director of the Department of Professional Regulation for the appointment of members to the Board of Nursing and as Nursing Coordinators; t) Assume such other duties as may be provided elsewhere in these bylaws and by the INA Membership Assembly; u) Provide for INA liaison or representation at meetings of voluntary organizations and public or governmental agencies upon request or as deemed appropriate; v) Consider and act upon any recommendation to confer honorary recognition at any Membership Assembly on persons who have rendered distinguished service or valuable assistance to the nursing profession, and shall consider and act upon any recommendation to bestow any other honorary awards. Honorary recognition shall not be conferred upon more than two persons at any Membership Assembly; w) Approve the bylaws of INA-PAC and maintain liaison with INA- PAC; x) Conduct an Association Affirmative Action program. y) Employ and define the responsibilities of the Executive Director, delegate the authority necessary for the administration of INA policies, programs and activities, and evaluate the performance of the Executive Director z) The Board of directors has full authority for interpreting and implementing these By-laws Meetings a) Regular meetings of the Board of Directors shall be held at least three times annually at such time and place as shall be determined by the board. Notice of regular meetings shall be 17

21 given to each board member at least ten days prior to the date of the meeting. b) Special meetings of the Board of Directors shall be called by the President upon the written request of seven members of the board, two of whom shall be officers of INA. Notice of a special meeting of the board shall be given to each board member at least two days prior to the date of the meeting. c) Business requiring immediate action by the INA Board of Directors may be conducted by mail, conference call or other electronic methods. Such action shall be ratified at the next regular meeting of the Board. d) Except for unforeseen circumstances, absence from two consecutive meetings of the Board of Directors shall constitute a resignation and the vacancy shall be filled as provided in Section e) INA members in good standing may attend open meetings of the Board of Directors and may speak to motions and other appropriate business at the discretion of the chairperson Quorum A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a majority of the full Board in office at that time. ARTICLE XI Executive Committee Composition The President, Vice President, Secretary and Treasurer shall constitute the Executive Committee Functions The Executive Committee shall: a) Act between meetings of the Board of Directors upon matters requiring immediate attention, provided there are three 18

22 affirmative votes, and shall report all action taken at the next meeting of the Board of Directors; and b) Provide for the operation and maintenance of headquarters Meetings The Executive Committee shall meet: a) On call of the President; b) Upon written request of two members of the Committee; and c) By conference call, if a majority of the Executive Committee agrees Quorum ARTICLE XII Executive Director A majority of the members of the Executive Committee shall constitute a quorum at any meeting of the Executive Committee Duties The Executive Director shall: a) Serve as the Chief Administrative Officer of INA; b) Direct the activities of the INA headquarters, including hiring, termination, and supervision of staff, assisting local units in collective bargaining and developing internal and external organizing plans; c) Collaborate with and assist the Board of Directors, Executive Committee, officers, local units and committees in their work; d) Oversee the receipt and distribution of funds in conjunction with the INA treasurer to ensure compliance with the approved budget; e) Establish and maintain an association-wide diversity program; f) Ensure the proper care of all INA equipment and records; g) Serve as ex-officio member, without vote, of all committees except the Committee on Elections; 19

23 h) Perform other duties designated by the Board of Directors or Executive Committee; ARTICLE XIII Committees Ad Hoc Committees a. The Board of Directors may appoint ad hoc committees for special projects Finance The Committee on Finance shall consist of the INA Treasurer and at least four members of the Board of Directors to be appointed at the first meeting following the INA Membership Assembly. The Finance committee shall: a) Prepare an annual budget to be presented to the Board of Directors for approval; b) Review the budget quarterly and recommend any necessary revisions to the Executive Committee and/or the Board of Directors; and c) Make recommendations to the Board of Directors regarding major expenditures not provided for in the annual budget Property All committee members, within 30 days after expiration of their terms, shall deliver to their successors all property in their possession belonging to INA. ARTICLE XIV Elections Election by Secret Ballot 20

24 a) During each biennium, four (4) INA officers and no more than thirteen (13) directors, including one Individual Affiliate shall be elected by the membership by ballot. Each member may vote for all elected officers and a number of directors consistent with the procedures developed by the Committee on Elections. b) No member shall be listed on the ballot for more than one position Voting at Membership Assembly and by Online Voting There shall be a choice of method of voting: a) Members who attend the Membership Assembly will be provided opportunity to vote at a specified time during the Membership Assembly ; and b) Members in good standing who cannot attend the Membership Assembly but wish to vote, provision for online voting will be made according to policies established by the Board of Directors. c) Write-in votes are not allowed Voting Hours Polls shall be open as determined by the Board of Directors and announced in the call to the Membership Assembly Voting Required to Elect a) Candidates receiving the majority of the votes cast for a particular office shall be declared elected. For director, the number of candidates receiving a majority vote equal to the number of director positions to be elected shall be declared elected. b) In case of a tie, the election shall be decided by lot. c) Proxy voting is not permitted. d) If a runoff election is needed to complete the election for an INA officer position the runoff election will be limited to the two candidates receiving the highest number of votes in the regular election. In the case of an INA director position, the runoff election will be limited to the number of unelected candidates 21

25 receiving the highest number of votes in the regular election equal to the number of director positions to be elected in the runoff plus the next two candidates in order. e) Any challenge to the election shall be filed with the within 30 days after the closing of the Membership Assembly Preservation of Records Ballots cast in all INA elections, members credentials, and other records shall be preserved for one year after the election. ARTICLE XV Indemnification of Officers and Directors Any person who at any time shall serve or shall have served as a director or officer of the INA and such person s heirs, executors, and administrators shall be indemnified by the INA against all costs and expenses (including but not limited to counsel fees, amounts of judgments paid, and amounts paid in settlement) reasonably incurred in connection with the defense of any claim, action, suit, or proceeding, whether civil, criminal, administrative, or other, in which such person may be involved by virtue of such person s being or having been such director or officer; This indemnification is not available to any person with respect to any matters in which the officer or director shall have been finally adjudged to be liable for misconduct or gross negligence in the performance of their duties unless if in the opinion of outside counsel selected by INA, there is not reasonable ground for such person being adjudged liable for misconduct or gross negligence in the performance of his/her duties This indemnification is not available to any person with respect to any matter settled without the authority of the Board of Directors. 22

26 ARTICLE XVI Official Publication The Illinois Nurse and other publications as designated by the Board of Directors shall be the official publications of INA. ARTICLE XVII Parliamentary Authority The rules contained in the current edition of Robert s Rules of Order, Newly Revised shall govern meetings of INA in all cases in which they are applicable, and shall be the authority in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation, Bylaws, or Standing Rules of INA. ARTICLE XVIII Amendments Amendments with Notice The Articles of Incorporation and Bylaws of INA may be amended at any meeting of the Membership Assembly or adjourned session thereof by a two-thirds vote of those members present and voting, provided the proposed amendments shall have been appended to the call to the Membership Assembly. If mailed, such notice shall be deemed given when deposited in the United States mail with postage thereon prepaid. When a meeting is adjourned to another time or place, notice need not be given at the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken Amendments without Notice 23

27 The Articles of Incorporation and Bylaws of INA may be amended at any biennial meeting of the Membership Assembly or adjourned session thereof, without previous notice, by a 99% vote of those present and voting Amendments to Conform with Existing Laws When a bylaws amendment is necessary to bring the bylaws in conformity with existing law and to prevent violation of law, the Board of Directors may amend the bylaws to bring them into such conformity by a majority vote of all directors. Any such amendment shall be presented to the next succeeding meeting of the Membership Assembly for ratification. 24