BYLAWS OF THE NATIONAL BLACK NURSES ASSOCIATION, INC.

BYLAWS OF THE NATIONAL BLACK NURSES ASSOCIATION, INC. 1

Table of Content Preface... 3 The Logo.. 4 Philosophy... 4 Bylaws.. 5 Article I Name and Corporate Authority.. 5 Article II Objectives.. 5 Article III Members.. 6 Article IV Dues, Fees, Finance and Fiscal Year.. 7 Article V Chapters.. 8 Article VI Officers.. 11 Article VII Nomination and Election.. 13 Article VIII Meetings.. 15 Article IX Board of Directors.. 16 Article X Executive Committee.. 17 Article XI Committees...... 18 Article XII National Headquarters.. 22 Article XIII Publications.. 22 Article XIV Parliamentary Authority.. 23 Article XV Liability.. 23 Article XVI Amendments.. 23 Article XVII Donations and Endorsements.. 23 Article XVIII Dissolution Clause.. 23 Adopted and Amended Dates.. 24 Bylaws Dictionary.. 24 2

Preface In the beginning National Black Nurses Association, Inc. There was a Black nurse who envisioned a system that would establish communication and dialogue among Black nurses. Her quest began because of her desire to know where Black nurses were located, who they were and if they desired to join with other Black nurses in mobilizing to play a more meaningful role in impacting the health care needs of Black people. At professional meetings, there seemed little time to communicate together or to experience meaningful interaction about common concerns. This lack of communication coupled with the inadequacies she had experienced and that of, Blacks who had been systematically denied access to health care through design or negligence, motivated her to move in the direction of meeting with and discussing common goals, problems, needs and ideals with a group gathered in Miami, Florida for an American Nurses Associations Convention. This nurse, Lauranne Sams, Ph.D., RN was charged by the Miami group to keep in touch with those nurses present at that meeting. After much discussion with others, Dr. Sams felt compelled to seek an avenue for future dialogue and meetings. Thus, a small group of nurses met at the home of Dr. Mary Harper in Cleveland, Ohio, to consider an organization of Black nurses December 18-19, 1971. The Steering Committee, which became the first Board of Directors, grew to include other nurses representing wider geographical areas. The business of the organization has been carried out in a manner which has afforded success in establishing a network of communication, supplying a support system to many, creating national recognition of the cohesion and dedication among Black nurses and effecting changes in the overall delivery of health in many communities. The National Black Nurses Association (NBNA) is corporate as a non-profit organization in the state of Ohio and the national office is located in Silver Spring, Maryland. 3

THE LOGO The continent of African superimposed on a cross of red, white and blue. AFRICA - the origin of Black people THE CROSS - signifies health and suffering COLORS - red, white and blue of the United States of America The logo was designed by a pair of graphic artists in Akron, Ohio, under the guidance of Betty Jo Davison in 1972. They donated the artwork and the design to the organization. It was adopted as the official mark of the National Black Nurses Association, Inc. in Chicago, Illinois, during a board meeting by the original Board of Directors in 1973. PHILOSOPHY Provision for the enjoyment of optimal health is the birthright of every American. Major health interest groups and governmental agencies believe this and act upon it. Yet, Black Americans, along with other minority groups in our society, are by design or neglect excluded from the means to achieve to the health mainstream of America. Therefore, we as Black nurses have established a national organization to investigate, define and determine what the health care needs of Blacks are and to implement change to make available to Blacks and other minorities health care commensurate with that of the larger society. Black nurses have the understanding, knowledge, interest, concern, and experience to make a significant difference in the health care status of the Black community. 4

NATIONAL BLACK NURSES ASSOCIATION, INC. BYLAWS ARTICLE I Name and Corporate Authority Section 1. The name of the organization shall be the National Black Nurses Association, Inc. hereinafter known as NBNA. Section 2. In order that it may avail itself of, and have the advantages emanating from corporate existence, NBNA shall exist as an incorporated body under the laws of congress and the State of Ohio. Said Corporation having the power to carry on its business and activities within Ohio and throughout the United States and its territories elsewhere. (8/94) Section 3. For corporate purposes the control and management shall be vested in the Board of Directors and chief elected officers. (8/94) Section 4. The chief elected officers are, the president, the first vice president, the second vice president, the secretary, and the treasurer. (7/2005) Section 5. Wherever the term, Board of Directors is seen in these bylaws, it refers to the NBNA Board of Directors. (7/2005) The objectives of NBNA shall be to: ARTICLE II Objectives 1. Define and determine nursing care for Black consumers for optimum quality of care by acting as their advocates; 2. Act as change agent in restructuring existing institutions and/or helping to establish institutions to suit our needs; 3. Serve as the national nursing body to influence legislation and policies that affect Black people and work cooperatively and collaboratively with other health workers and organizations to this end; 4. Conduct, analyze and publish research to increase the body of knowledge about health needs of Blacks; and 5. Compile and maintain a national directory of Black nurses to assist with the dissemination of information regarding Black nurses and nursing on national and local levels by the use of all media. 5

6. Set standards and guidelines for quality education of Black nurses on all levels by providing consultation to nursing faculties and monitoring for proper utilization and placement of Black nurses. 7. Recruit, counsel and assist Black persons interested in nursing to ensure a constant progression of Blacks into the field. 8. Be the vehicle for unification of Black nurses of various age groups, educational levels, and geographic locations to ensure continuity and flow of our common heritage. 9. Collaborate with other Black groups to compile archives relevant to historical, current and future activities of Black nurses. 10. Provide the impetus and means for Black nurses to write and publish on an individual or collaborative basis. Section 1. Qualification ARTICLE III Members The membership shall consist of those nurses and student nurses who express commitment to the philosophy of NBNA. Section 2. Classification A. There shall be three classes of membership: 1. Licensed members are registered nurses and licensed practical and/or licensed vocational nurses. 2. Student members are those persons who are enrolled who have matriculated into in a nursing program and are not yet licensed. 3. National lifetime members are those persons who are direct members or individuals who are affiliated with a chapter and who have paid a one-time lifetime membership fee. Lifetime members of a chapter must pay annual chapter dues.(8/86) B. Persons who meet the qualifications become active members of NBNA after the membership application has been reviewed and approved by the local NBNA Membership Committee and National and if applicable local dues have been paid. 1. Chapter members are individuals who are affiliated with a chapter. 2. Direct members are individuals who live and/or work in localities where there are no chapters.(8/83) 6

Section 3. Good Standing A member in good standing is one who current dues are paid, (national and if applicable local dues, who complies with the provisions of the Bylaws, has full voting rights and privileges. Section 4. Inactive, Reinstatement A. Privileges of membership shall expire on December 31 and the member shall become inactive on February 1. Members whose dues are not current after March 31 st are not eligible to vote in the current election year. (8/84) (7/2005) B. A member who becomes inactive for nonpayment of dues may be reinstated to active status if, their application is accompanied by the current year s dues plus a late fee as determined by the local Board of Directors, if applicable. (7/2005) C. Inactive members shall lose voting rights and all other privileges of membership. Section 5. Disciplinary Action Any member whose conduct has been proven injurious to NBNA or its purposes shall be subject to disciplinary action, including censure, suspension or expulsion. Procedures to be followed are specified in the parliamentary authority. The Board of Directors will initiate action. Section 1. Dues ARTICLE IV Dues, Fees, Finances and Fiscal Year A. Annual dues, for licensed and student members, shall be determined by vote of the membership after recommendation of the Finance Committee. Upon proof of retirement dues for retired nurses (with inactive licenses) shall be reduced by fifty (50) percent. (8/97) B. Dues are payable January 1 of each year and are delinquent February 1 after March 31 st of each year. Members whose dues are not current by March 31 st are not eligible to vote in the current election year. (8/82)(8/97) C. Notice will be sent, by National Headquarters staff, to individual members upon failure to pay annual dues. Privileges of membership shall become inactive as stated in ARTICLE III. Section 4. C. (7/2005) D. National lifetime membership dues shall be determined by the Finance Committee. 7

Section 2. Fees A. Each chapter shall be assessed an annual fee that is determined by the Board of Directors. B. A local group applying for chapter status shall be assessed an initial charter fee the amount to be determined by the Board of Directors. C. The reinstatement fee for an inactive member shall be an amount to be determined by the local Board of Directors. D. The reinstatement fee for an inactive chapter shall be an amount to be determined by the Board of Directors. E. The conference registration fee for individual members shall be determined by the Board of Directors. Section 3. Finances A. A proposed budget for the next fiscal year shall be submitted by the Finance Committee to the Board of Directors for consideration in the 4 th quarter of the current fiscal year for adoption prior to December 31 st. each year. (8/2012) B. Proposals concerning expenditures of funds not provided for in the adopted budget shall require a two-thirds (2/3) vote of members present Board of Directors C. The financial records of NBNA shall be audited by an accountant at the end of the fiscal year. The report of the audit shall be presented to the membership body for adoption. Section 4. Fiscal Year The fiscal year shall be January 1 through December 31. (8/88) Section 1. New Chapters ARTICLE V Chapters A. A local group, organized for six (6) months, will need to have a minimum number of fifteen (15) members to apply for chapter status; submit a copy of the local bylaws; pay the initial charter fee; and complete the application process. (8/96) B. A new chapter is granted a charter upon approval of the Board of Directors. 8

C. A chapter shall be identified by the name of the city and/or area of its location and shall be named as a chapter of NBNA. D. Area shall be defined as a county, multi-townships and/or multi-villages, multi counties or specific geographic locations of a state. (8/83) E. A chapter which has been chartered must become incorporated in its state within one (1) year after the charter has been granted. Section 2. Chapter Bylaws A. Each chapter shall have bylaws to govern the conduct of its business that are consistent with NBNA Bylaws. B. Chapter Bylaws shall be submitted to the NBNA Headquarters staff for review by the NBNA Bylaws Committee every five (5) years from the date of chartering and whenever any major revisions or amendments have been adopted. (Revised 7/2005) Section 3. Chapter Membership In addition to licensed and student members, chapters, if they choose, may have affiliate members who do not meet NBNA membership requirements. A. Affiliate members may not hold elective office or have chapter voting privileges. B. Affiliate members shall not be counted by chapters or NBNA for chapter voting purposes. Section 4. Chapter Elections A. A chapter may determine if election of officers should be held annually or biennially. B. Candidates for chapter office shall be members in good standing with the chapter and NBNA. C. Chapters shall elect a president, vice president, secretary, treasurer, and such other officers as may be deemed necessary. D. Officers shall be installed and assume office as determined by the chapter. 9

E. The chapter shall report to NBNA headquarters, within one (1) month after the election; the name, address, and position of each officer elected Section 5. Responsibility to NBNA The chapter shall: A. Collect and forward member dues to NBNA Headquarters. B. Remit an annual fee to NBNA as specified in ARTICLE IV Section 2 A. 1. A notice will be sent to the chapter that fails to pay the annual fee by March 30. (8/88) 2. A chapter will be classified as inactive and lose chapter voting privileges if the annual chapter fee is not paid within thirty (30) days after the late notice has been sent. 3. A chapter maybe reinstated to active status upon payment of the current annual fee plus a reinstatement late fee as determined by the Board of Directors. C. Maintain and send to the NBNA Headquarters an updated roster of members. D. Give evidence of a local program consistent with the goals and purposes of NBNA through an annual report to Headquarters. E. A chapter shall meet all requirements as specified in these Bylaws and the Operational Policy and Procedure Manuel of the organization to remain in good standing. (Revised 7/2005) 1. Chapters failing to meet requirements as specified shall be classified as INACTIVE and shall lose voting rights and all other privileges. 2. A chapter may be reinstated to active status upon meeting the specified requirements. (8/84) Section 6. Chapter voting Rights A. A chapter shall have voting rights for the election of national officers as specified in ARTICLE VII. Section 2 C. ARTICLE VIII 1b2 B. The chapter shall elect delegates to cast per capita votes as at the national business meetings. 10

Section 7. NBNA Logo Chapters may use the logo of NBNA upon authorization by the Board of Directors for a specific purpose. (8/94) Section 1. Officers ARTICLE VI Officers A. The chief elected officers of NBNA shall be a president, first vice president, second vice president, secretary and treasurer.(8/94) B. Ten (10) Board members shall be elected: eight (8) of which shall be registered nurses, one (1) of which shall be a student representative, and one (1) of which shall be a LVN/LPN. (8/96) C. The parliamentarian and historian shall be appointed by the president and called upon to perform duties as prescribed. Section 2. Qualifications A. A candidate for elective elected office shall be a member in good standing at least one (1) year prior to election and meet the qualifications delineated in nominating committee manual and policies and procedures for each office. B. When elections occur at the national meeting, to be eligible for office, a member must be present or give notification of sufficient cause for absence to the Board of Directors. (2/2011) Section 3. Term of Office A. Officers elected by the membership shall be installed at the closing session of the national meeting, and shall serve for a term of two (2) years, unless otherwise specified, or until a successor has been named. B. No elected officer shall serve more than two (2) consecutive terms in the same office. C. Board members-at-large shall be elected for a term of three (3) years and may not serve two (2) consecutive terms. D. The unlicensed student representative shall be elected annually and shall serve a term of one (1) year following the election for one (1) term only. 11

Section 4. Vacancies A. When a vacancy occurs in the office of president, the first vice president shall become president. B. When vacancies occur in other offices or Board positions, they shall be filled appointed by the president. with the approval of the Board of Directors. Members must meet the qualifications for office as delineated in nominating committee manual. C. Any officer or Board member who is unable to carry out the duties of the office or to fulfill the purpose of NBNA will be requested to resign, or will be removed from the office by a unanimous vote of the Board of Directors; the person in question shall not be allowed to vote. Section 5. Duties of Officers A. The President shall: 1. Be the chief executive officer and the official representative of NBNA. 2. Give administrative guidance and direction to the structure and programming of NBNA. 3. Serve as chairman of the Board of Directors and Executive Committee and preside over all official meetings of NBNA. 4. Appoint all committees not otherwise provided for, and official representatives of NBNA. 5. Recommend to the Board of Directors the removal of any elected or appointed officer as specified in ARTICLE VI, Section 4 C. 6. Perform duties as set down in the NBNA Bylaws and other duties that pertain to the office. B. The First Vice President shall: 1. Preside at meetings in the absence of the President or at the request of the President. 2. Succeed to the office of president for the unexpired term, in the event of a vacancy in that office. 3. Perform other duties that pertain to the office and as deemed necessary by the Board of Directors. (7/2005) C. The Second Vice President shall: 1. Preside at meetings in the absence of the president and the first vice president, or at the request of the president. 12

2. Serve as the mentor to the student representative. (7/2005) 3. Perform all duties that pertain to the office and as deemed necessary by the Board of Directors. D. The Secretary shall: 1. Record the proceedings of all meetings of NBNA, Board of Directors and Execut8ive Executive Committee. 2. Prepare for distribution of the minutes within sixty days following any Board of Directors, Executive or general meetings. 3. Perform all duties that pertain to the office and as deemed necessary by the Board of Directors. E. The Treasurer shall: 1. Receive and deposit all funds of NBNA in its name. 2. Make disbursements and keep written accounts of all transactions in accordance with the financial policies established by the Board of Directors. 3. Make a financial report at Board of Directors meetings 4. Submit an audited annual report to the membership. 5. Serve as a member of the Finance Committee. 6. Perform other duties that pertain to the office and as deemed necessary by the Board of Directors. F. The Student Representative shall: 1. Work with officers and groups in stimulating and strengthening student participation in NBNA. 2. Serve as a member of the Membership Committee and the Membership Recruitment and Retention Sub-Committee. 3. Perform selected leadership duties as requested by the president and/or second vice president. G. The Parliamentarian shall: 1. Act as a consultant who advises the president and other officers, committees, chapters and members on matters of parliamentary procedures 2. Serve on the Bylaw committee 3. Work with the NBNA s legal counsel to ensure compliance with federal and state laws as they relate to the functions of the organization 13

H. The Historian shall: 1. Oversee the preparation of a narrative account of the organization s activities; interpret the past through research of scholarly monographs, papers, article; and conduct interviews 2. Provide interpretation of the history of the organization through written and verbal presentations and serve as a resource to members and non-members 3. Collaborate with other Ethnic minority groups to compile archives relevant to historical, current and future activities of Black nurses 4. Provide for the maintenance of historic documents, i.e., manuscripts and records that document the organization s past and selective objects and artifacts that constitute the organization s material culture 5. Lead the commemoration of historical anniversaries Section 1. Nomination ARTICLE VII Nomination and Election A. The Nominating Committee shall consist of five (5) members elected by one or more of the following methods: electronic ballot, by mail, or paper ballot and/or in person at the national meeting. Two (2) members will be elected in the odd numbered years and three (3) members will be elected in the even numbered years. Members of the nominations and elections committee may not serve two (2) consecutive terms. (8/97) (7/2005) (8/2008) B. The committee shall prepare a slate of candidates for offices and elected committee persons as follows: (7/2011) 1. The president, secretary, three (3) members-at-large to the Board of Directors and two (2) members of the Nominating Committee are to be elected in odd numbered years. (8/97)(7/2005) 2. Student representatives shall be elected annually. 3. The first vice president, second vice president, treasurer, three (3) members at large to the Board of Directors, and three (3) members of the Nominating Committee are to be elected in even numbered years. (8/97) (7/2005) C. The slate of officers shall be: 1. Publicized to the membership with candidate qualifications. 2. No name shall be placed in nomination without the consent of the nominee. (2/2011) 3. A write-in candidate is a member: 14

D. Vacancies: a. Whose name is not printed on the official ballot, and b. Who otherwise fulfills the qualifications for the office designated as outlined in Bylaws, nominating committee manual, and policies and procedures manual. 1. When vacancies occur on the Nominating Committee, they shall be filled by the member who received the next highest number of votes at the most recent election of the Nominating Committee. (8/95)(7/2005) 2. Vacancy filled appointee(s) shall serve until successor(s) is elected by the membership in accordance with ARTICLE VII Section 1 A. (8/95) 3. Any committee member who is unable to carry out the duties of the office or to fulfill the purpose of NBNA will be removed from the office by a unanimous vote of the Board of Directors. 4. When a vacancy occurs with the committee chair, the member having the next highest number of votes at the most recent election of the Nominating Committee shall become the chair.(8/95)(7/2005) 5. When a Nominating Committee member has been elected or appointed to the Board of Directors, he/she shall resign his/her membership on the Nominating Committee; thereby creating a vacancy which shall be filled in accordance with ARTICLE VII Section D. (8/95) Section 2. Election A. Voting in elections for officers, members to the Board of Directors and for any and all matters brought before the NBNA membership and/or NBNA Board of Directors shall be done by one or more of the following methods: electronic ballot, by mail, or paper ballot and/or in person. When there are three or more candidates for an office, the candidate(s) receiving the highest number of votes shall be declared elected. (7/2002) (8/2008) B. All members in good standing may vote. A member in good standing is one whose current dues are paid (both locally and nationally) and who complies with the provisions of the Bylaws. However, in order to be eligible to vote in an election, a member in good standing shall be required to pay membership dues by March 31 st of the applicable current election year. (2/2011) C. When voting in person at the national meeting, chapters in good standing shall have per capita voting rights when voting for any and all matters brought before the NBNA membership. A chapter delegate may cast no more than fifteen (15) individual votes for members not in attendance at the national meeting. (8/2008) 15

D. When voting in person at the national meeting, tellers shall be appointed by the president from the official membership registration list. (8/2008) Section 1. National Meetings ARTICLE VIII Meetings A. Business of NBNA shall be conducted annually at the NBNA meeting held at a time and place the Board of Directors shall determine, for the purpose of electing officers, receiving reports and adopting policy, amending bylaws and other business as may properly come before it. B. Voting 1. Every member in good standing, who is registered and attending the national meeting may vote on any and all matters brought before the NBNA membership. 2. Chapters in good standing shall be allowed voting privileges as specified in ARTICLE VII, Section 2 C. 3. When voting in person at the national meeting, chapters in good standing shall have per capita voting rights when voting for any and all matters brought before the NBNA membership. A chapter delegate may cast no more than fifteen (15) individual votes for members not in attendance at the national meeting. (8/2008) 4. When voting in person at the national meeting, tellers shall be appointed by the president from the official membership registration list. C. Quorum- The quorum for the conduct of business meetings shall be one-third (1/3) of the members in good standing who have registered, providing ten percent (10%) of the total membership are registered with the Conference Committee. D. Conferences An educational conference and/or workshops shall be held at the time of the national meeting. E. In the event of a national emergency prohibiting the convening of a National Conference all monies will be returned minus an administrative fee as determined by the Board of Directors. (7/2005) 16

Section 2. Special Meeting A Special Meeting may be called by the Board of Directors or at the direction of two-thirds (2/3) of the chartered chapters in NBNA. Sixty (60) days notice shall be given to members as to purpose, time and place. The quorum shall be the same as for the annual national meeting. Section 1. Composition ARTICLE IX Board of Directors A. The voting members of the Board shall be all elected officers: the immediate past president, the president emeriti, and ten (10) Board members at-large - which includes the student representative (8/94) and a LVN/LPN member (8/96) B. The parliamentarian, executive director, and historian shall attend meetings in an advisory (non-voting) capacity. (8/94) (7/2005) C. The president of the National Black Nurses Foundation shall be an ex-officio (nonvoting) member. (8/96) (7/2005) Section 2. Duties The Board of Directors shall: A. Determine the organization s mission and purpose B. Transact the business of NBNA between the regular business meetings of the membership and shall make a complete report of its actions to the membership. C. Supervise the affairs of NBNA and devise measures for its growth. D. Ensure effective organizational planning E. Recommend policy and programs to the membership for adoption. F. Adopt an annual budget. G. Ensure for adequate resources H. Manage resources effectively 17

I. Determine and oversee the proper utilization of resources J. Determine the amount of bond and/or insurance for all personnel for whom coverage is required. K. Approve the filling of any vacancies on the Board of Directors as provided in ARTICLE VI, Section 4. L. Determine the time, place, and registration fee for the annual meeting. M. Act on any membership matters that are exceptions to bylaws requirements. N. Act upon recommendations of the Bylaws Committee regarding chapter status for local groups and revocation of chapter charters. O. Hire an executive director. P. Support the executive director and review his/her performance. Q. Enhance the organization s public image R. Assess its own performance on a yearly basis S. Perform other duties as deemed in the NBNA Bylaws or as assigned by the membership. Section 3. Meetings Meetings of the Board shall be held at least one (1) time each year. Special meetings may be called by the president. Section 4. Quorum The presence of a majority of the voting members of the Board of Directors shall constitute a quorum at all meetings. Section 5. Compensation A. No officer or member of the Board of Directors may be compensated for their services to NBNA. B. Necessary expenses incurred in the service of NBNA shall be authorized by the Board of Directors and/or shall be included in the budget of NBNA. 18

ARTICLE X Executive Committee Section 1. Composition A. The members shall be the president, first vice president, second vice president, secretary, treasurer and two (2) members-at-large elected by the Board of Directors from its membership. Section 2. Duties The Executive Committee shall: A. As stipulated by the NBNA Bylaws, shall be responsible for the transaction of necessary business between meetings of the Board of Directors and shall make complete report of its actions to the Board of Director. B. Approve committee appointments made by the president. C. Make recommendations of policy to the Board of Directors D. Perform other duties as prescribed in the Bylaws or as assigned by the Board of Directors E. Be responsible to the Board of Directors. F. Must have at least one (1) year NBNA Board experience prior to election to the committee. Section 3. Meetings The Executive committee shall meet at least two (2) times per year. Special meetings may be called by the president. Section 4. Vote by Mail or Electronic Means A vote by mail or electronic means is authorized when necessary. A report of the action taken shall be ratified and made a part of the minutes at the next meeting of the committee. (7/2005) Section 1. Standing Committees ARTICLE XI Committees A. There shall be the following committees: 19

Bylaws, Conference, Finance, Health Policy, Membership, Nominating, Personnel, Program, Publicity and Public Relations, Resolutions, Scholarship and Awards, and Trust and Endowment. Investment Committee (8/94) B. All committee members shall be individuals in good standing, appointed by the newly elected President, unless otherwise provided in these Bylaws. Appointments shall be approved by the Executive Committee. The President shall be an ex-officio member of all committees, except the Nominating Committee. C. Committees shall assume such duties as are specified in these Bylaws and other such duties as may be assigned by the Board of Directors or by the appropriate group to which they are directly responsible. Section 2. Duties of Standing Committee A. Bylaws Committee The Committee shall consist of at least five (5) members and shall: 1. Periodically review the Bylaws and notify the members of proposed amendments at least 60 days before the convening of the annual meeting. 2. Prepare the amendments for presentation to the membership. 3. Screen application and bylaws for a new chapter and make recommendations to the Board of Directors for chartering. 4. Upon notification by National Headquarters staff, review chapter bylaws every five years and make recommendations to the Board of Directors if charter revocation is necessary. 5. Upon notification by National Headquarters staff, review chapter activity and make recommendations to the Board of Directors if charter revocation is necessary. 6. In conjunction with the NBNA parliamentarian be responsible for updating the NBNA Policy and Procedure Manual. (7/2005) B. Conference Committee The Committee shall consist of at least five (5) members and shall: 1. It shall be the duty of the Committee to plan the annual meeting and to coordinate national and local efforts to that end. C. Finance Committee The Committee shall consist of at least five (5) members including the Treasurer. The Executive Director shall act as a consultant. The Committee shall: 1. Consider and recommend means for securing adequate income. 20

2. Recommend an annual budget to the Board of Directors. 3. Advise the Board of Directors concerning investments and other financial business. 4. Conduct an audit of all financial records made at the end of the fiscal year by an accredited auditing firm. D. Health Policy Committee The Committee shall consist of at least five (5) members and shall: 1. Initiate and support desirable health and nursing legislation in the interest of the Black Community. 2. Work collaboratively with chapters and/or health care providers and/or organizations in disseminating information regarding national and/or regional legislative issues. E. Membership Committee - The Committee shall consist of at least five (5) representatives of various geographical areas and the Student Representative. The Committee shall: 1. Develop and/or review and approve all National membership application forms. (7/2005) 2. Devise ways and means for increasing the membership of NBNA. 3. This committee shall name at least three (3) members for the Recruitment and Retention Sub-Committee. The duties of the sub-committee will be to develop retention strategies for use by chapters and to annually submit to the NBNA membership committee the member retention number or each chapter. (7/2005) F. Nominating Committee Should consist of The the five members, elected as specified in ARTICLE VII Section 1. A the nominations and elections manual. The person receiving the highest number of votes, in elections held in even numbered years shall be the chairman. (7/2005) The committee shall: 1. Notify the membership of elective positions to be filled. 2. Screen candidates and prepare a slate of officers and elected committee persons as specified in ARTICLE VII Sections 1 B and 1 C. the nominations and elections manual G. Personnel Committee The Committee shall consist of at least five (5) members and shall: 1. Be responsible for recommending to the Board of Directors personnel policies. 2. Periodically review and recommend changes in these policies. 21

3. Serve as a review committee for any employee who desires to appeal management action. 4. Assist the President in evaluating the performance of the Executive Director. H. Program Committee The Committee shall consist of at least five (5) members and shall: 1. Make recommendations to the Board of Directors for national and/or regional activities affecting Black nurses and health care of the Black community. 2. Work closely with chapters and, when necessary, educational institutions to increase and retain the number of Blacks and other minorities completing nursing programs. 3. Assist Black and other minority students in the development of strategies to achieve successful completion of nursing programs. 4. Convene as annual student forum. (7/2005) I. Publicity and Public Relations Committee The Committee shall consist of at least five (5) members. The Committee shall: 1. Secure publicity for NBNA and all committee activities through all mass communications systems. 2. Be responsible for a Speakers Bureau. J. Resolutions Committee The Committee shall consist of at least three (3) members and shall: 1. Establish and disseminate to the membership criteria and procedures for submitting resolutions. 2. Screen and prepare resolutions for presentation to the membership, in order received, at the national meeting. K. Scholarship and Awards Committee The Committee shall be composed of at least three (3) members and shall: 1. Establish and disseminate criteria for submitting candidates recommended for NBNA scholarship awards and recognition in all other cases not provided in these Bylaws or the Operating Policies and Procedures Manual. (7/2005) 2. Screen and prepare all necessary information regarding recommended candidates for NBNA Board of Directors approval. 3. Announce selected scholarship and award recipients at the national meeting. 22

L. Trust and Endowment Group Investment committee Shall consist of five (5) members, including the current NBNA President and Treasurer. Three (3) members shall be elected by the Board of Directors (one of which is a non-board member). This non-board member must be a member in good standing. One (1) of the Trust and Endowment Group Investment Committee Members shall serve a term of three (3) years, and two (2) of the Trust and Endowment Group Investment Committee shall serve for a term of two (2) years each. The elected members shall not be eligible for more than two (2) consecutive terms. Authority to take actions will be governed by the majority vote of the Trust and Endowment Group Investment Committee Members. For the protection of long term investment goals, the Trust and Endowment Group Investment Committee shall only be abolished by a three-fourths (3/4) vote of the membership attending a regularly scheduled annual meeting. The Trust and Endowment Group Investment Committee shall: 1. Be responsible for establishing accounts used solely for the purpose of long term investments. 2. Be responsible for making long-term investment decisions in consultation with a professional financial advisor. 3. Make quarterly reports to the Finance Committee and the Board of Directors. Section 3. Special Committees Special Committees, as deemed necessary, shall be appointed by the President. After submitting the final report to the group that authorized it, the Committee shall be dissolved. Section 1. Headquarters ARTICLE XII National Headquarters A. The business of NBNA shall be conducted from its national headquarters, which shall be at a place designated by the Board of Directors, and shall be under the direction of the Executive Director. B. All papers and official documents of NBNA shall be preserved at National Headquarters. Section 2. The Executive Director The Executive Director shall be employed by the Board of Directors and shall be responsible for implementing the policies and philosophy of NBNA as defined by the Bylaws. The Executive 23

Director shall be directly responsible to the Board of Directors, and reports to the NBNA President. Duties shall: A. Be responsible for the day-to-day management of the administrative operations of NBNA, under the direction of the NBNA President B. Collaborate with the NBNA President on the employment of such personnel as required to carry out the tasks associated with the business of NBNA and administrative tasks C. Perform all other duties as assigned, as well as those, stated in the bylaws, standing rules, policy and procedure manual and those directed by the NBNA President ARTICLE XIII Publications The organization is authorized to publish the following: The JOURNAL OF THE NATIONAL BLACK NURSES ASSSOCIATION (JNBNA). The Journal will contain articles of literary merit. The Newsletter, the NBNA NEWS will contain articles of current interest primarily for the membership. Other publications as may from time-to-time be necessary on history and procedures of the organization. (8/94) NEW ARTICLE Communication Unless members indicate in writing to the National Office not to disclose personal email addresses, all communication required in these bylaws, including meeting notices, publications, and other mail, may be sent by electronic means. Therefore, a membership participant list is available to all members in good standing, as outlined in ARTICLE 3, Section 4a. ARTICLE XIV Parliamentary Authority The rules contained in the current edition of ROBERTS RULS RULES OF ORDER NEWLY REVISED shall govern the proceedings of NBNA in all cases not provided for in these Bylaws or in the Policy and Procedure Manual. This official authority shall be adopted by each chapter of NBNA. 24

ARTICLE XV Liability This institution expressly disclaims responsibility of the national organization and the National officers for actions of chapters or individuals members who are in violation of both the letter and intent of the Bylaws and operating policies and procedures. ARTICLE XVI Amendments These Bylaws may be amended at any annual meeting by a two-thirds (2/3) vote of the members assembled at the meeting provided the notice of proposed amendments have been submitted to the Bylaws Committee and are published to members at least sixty (60) days before the convening of the annual meeting. ARTICLE XVII Donations and Endorsements The use and/or expenditure of donations or funds provided to NBNA via written bequest, last will and testament, written agreement, memorandum of understanding, contract, and written form or in some other legally binding form shall occur in the manner required and proscribed by the donor in document conveying the donations or funds of interest to NBNA. Once donations agree are received from donors, only in the event of breach of original letter, written agreement, memorandum of understanding (MOU) or contract and evaluation by legal counsel, will consideration be given for dissolution of original letter, written agreement, MOU or contract. ARTICLE XVIII Dissolution Clause This corporation may be dissolved by a vote of two thirds (2/3) of the members of the Board of Directors, such vote to be cast a special meeting called for that purpose, with provision for duly authorized written ballots representing members of the Board not present at the meeting for dissolution. (8/95) Adopted: Month Year Bylaws Chairperson August 1981 Linda Harris Striggles 25

Amended: Month Year Bylaws Chairperson August 1982 Linda Burnes Bolton August 1983 Linda Burnes Bolton August 1984 Linda Burnes Bolton August 1986 Linda Burnes Bolton August 1988 Linda Burnes Bolton August 1994 Betty Smith Williams August 1995 Jestene McCord August 1996 Imani Kinshasa August 1997 Imani Kinshasa August 2001 Chyrileen Boston Kilcrease July 2002 Voncea Brusha July 2008 Evelyn Collier Dixon July 2011 Ora D. Williams April 2013 Audwin Fletcher Revisions: Month Year Bylaws Chairperson July 1996 Jestene McCord August 2002 Voncea Brusha July 2005 Azella Collins August 2008 Evelyn Collier Dixon February 2011 Ora D. Williams July 2011 Ora D. Williams April 2013 Audwin Fletcher BYLAWS DICTIONARY Election of LPN 2006, 2009, 2012, 2015, 2018, 2021, 2024, 2027, 2030 Member retention number- the percentage of the previous year s member who renewed their membership in the succeeding year. IE Chapter FB with 490 members in 2005, 410 of those members renewed their membership in 2006, the percentage retained is 84%. Chapter CC with 350 members in 2005, 325 of those members renewed their membership in 2006, the percentage retained is 93%. 26