BYLAWS OF THE EASTERN SHORE DISTRICT CHESAPEAKE BAY SOCIETY OF PERIANESTHESIA NURSES

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1 BYLAWS OF THE EASTERN SHORE DISTRICT CHESAPEAKE BAY SOCIETY OF PERIANESTHESIA NURSES Creation Date: October 1987 Review Date: October 2016 Effective Date: October 2014 ARTICLE I NAME Section1.1 Name. The name of this professional organization shall be the Eastern Shore District (ESD) of the Chesapeake Bay Society of PeriAnesthesia Nurses (CBSPAN), hereinafter referred to as the district (ESD). ARTICLE II MISSION Section 2.1 Mission Statement. The Eastern Shore District of the Chesapeake Bay Society of PeriAnesthesia Nurses advances nursing practice through education, research and standards. ARTICLE III MEMBERSHIP Section 3.1 General. Membership in the district 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 disrict shall have the following classes of members: Active, Affiliate, Retired, Honorary, Student, and International.. Section 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 Affliate. Affiliate members shall be duly licensed health care professionals, not currently practicing in a perianesthesia setting, who have an interest in perianesthesia patient care. Section Retired. Retired members shall be members in good standing who, immediately prior to retirement or permanent disability, were active members.

2 Section Honorary. Honorary members shall be Past Presidents of ASPAN. Component members and persons who have rendered distinguished or valuable service to the Component or perianesthesia nursing and have been selected as honorary members by the CBSPAN Board. Section Student. Student members shall be individuals pursuing education leading to eligibility to sit for the registered nurse licensing examination. Section 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 Districtt. Section 3.4 Benefits. All members of the district in good standing shall receive all offical and special publications, and notices of the District. Section 3.5 Application and Dues Assessment. Section Application. Any person desiring membership in the District shall submit a written,signed membership application to CBSPAN. An application can be obtained through ASPAN. Section Dues Assessment.All members of the Component, except for Honorary Members, shall be assessed dues, which shall be voted by the Board of Directors and presented to the members at the Annual meeting of the Component. Members are delinquent if their dues are not received by ASPAN within thirty days of the date upon which the dues are payable, after that point membership shall be terminated. Section CBSPAN members who have been ASPAN President will be granted Honorary Membership. Section 3.6 Termination. Members who do not adhere to the District s Bylaws and Policies may have their membership terminated by the Board of Directors. 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 the death of a member.

3 ARTICLE IV MEETINGS OF MEMBERS Section 4.1 Meetings. Six meetings will be held during the calendar year of September through June. The annual meeting of the Eastern Shore District shall be designated as the Annual Board Meeting and the time and place shall be determined by the Board of Directors. Section 4.2 The voting body of the District shall be the President, Vice President, Secretary, Treasurer and and all standing committee chairs. Dues and Bylaws shall be voted on by the Board members and presented at the annual ESD Board meeting. Section 4.3 Special meetings. Meetings may be called by two-thirds vote of the Board of Directors. No less than thirty days written or electronic notice of any special meeting with the purpose of the meeting stated in the notice. No other business shall be in order at that meeting. ARTICLE V BOARD OF DIRECTORS Section 5.1 Powers. The Board of Directors shall be charged with the responsibility to manage the affairs of the District including the preparation and approval of the annual budget. Voting of the Board may be conducted by mail, virtual meeting or via telecommunications. Section 5.2 Composition and Responsibilities Section 5.3 Elections Section a. The Board of Directors shall consist of the following officers: President, Vice President/President Elect, Secretary, Treasurer, and Immediate Past President and Chairs of Committees Bylaws, Membership, Education, Ways & Means, Governmental Affairs, Marketing and Communications, and Research. b. The responsibilities of the officers, district presidents and committee chairs shall be set forth in the Policies and Procedures of the Component. Section Elections. All officers shall be elected by a vote of the membership and presented at the June meeting. Section 5.4 Terms and Eligibility Section President, Vice President/President-Elect, Immediate Past President shall

4 hold office for a term of two years 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 the President and the President shall automatically assume the office of Immediate Past President. Candidates must be active members of the District for a minimum of two years prior to becoming eligible to hold an office at the executive level, maintain an active membership ASPAN/CBSPAN, and will hold a CPAN or CAPA certification. Section Secretary The secretary shall be elected in the odd numbered years for a two year term, or until their respective successors have been duly elected and qualified. Candidates must be active members of this Component for a minimum of one year prior to becoming eligible to hold an office at the executive level, maintain an active membership in ASPAN/CBSPAN, and will hold a CPAN or CAPA certification. Section Treasurer. The Treasurer shall be elected in the even numbered years for a two-year term or until their respective successor have been duly elected and qualified. Candidates must be active members of this District for a minimum of one year prior to becoming eligible to hold an office at the executive level, maintain an active membership in ASPAN/CBSPAN, and will hold a CPAN or CAPA certification. Section 5.5 Terms of Office. Each officer will serve a term of two years or until their respective successor have been duly elected and qualified. Section 5.6 Vacancies. Any vacancy of the 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 the 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 Board by a two-thirds (2/3) affirmative vote for such removal, when in its judgment the best interests of the Component 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 and Procedures. Section 5.9 Meetings. The Board of Directors shall meet a minimum of two times per year. Special meetings may be called by the President or upon written request of at least four members of the Board of Directors.One-half of the Board members shall constitute a quorum.

5 Section Members of the Board of Directors must attend a minimum of two (2) board meetings a year. Exceptions to this must be communicated to the CBSPAN President. Section 5.10 Emergency Procedures. Section Bylaws may be altered, amended, or repealed on an emergency basis, with reasonable notice in those circumstances where such action is necessary to enable CBSPAN to comply with any statute, regulation, judicial, or administrative decisions or to meet an emergency situation which threatens to impair the ability of CBSPAN to perform or accomplish any of its purposes or objectives. ARTICLE VI ORGANIZATIONAL UNITS Section 6.1 Committees Section Standing committees. A Standing committee has ongoing responsibilities directed toward the goals of the Component and its duties are described in Policy and Procedure. Committee Chairs and members are chosen based upon their willingness to serve and/or as appointed by the President and approved by the Board of Directors and reported at the a Board Meeting. Section The number of standing committees shall not exceed seven. Section The standing committees shall be Bylaws, Membership, Ways & Means, Governmental Affairs, Marketing and Communications, and Research. Section Addition or deletion of an appointed committee is subject to annual review by the Board of Directors. The purpose and duty of the committee are defined prior to appointment. Section 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.

6 Section 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. ARTICLE VII MANAGEMENT Section 7.1 Fiscal Year. The fiscal year for the Component shall be from January 1 to December 31. Section 7.2 Expenditures. All Expenditures shall be in accordance with Policy and Procedures. The Treasurer shall authorize a written report to be provided at the late summer Board meeting. Section 7.3 Records. The Secretary shall maintain all records of the Component except financial records, which are maintained by the Treasurer. Section 7.4 Parliamentary Authority. The rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern the Component 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 District may adopt. Section 7.5 Indemnification of representatives of the District. The District shall indemnify any person acting on behalf of the Districtt 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 of party, by reason of being or having been an agent of the Component, 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. Revised October 2014