WISCONSIN EMERGENCY NURSES ASSOCIATION BYLAWS ARTICLE I: NAME The name of this organization shall be the Wisconsin State Emergency Nurses Association, herein referred to as the Wisconsin State ENA. The Wisconsin State ENA is a not-for-profit corporation incorporated in the State of Wisconsin. ARTICLE II: PURPOSE The purposes for which the corporation is organized are educational, within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, including but not limited to the advancement of emergency nursing through education and public awareness. The Wisconsin State ENA is affiliated with the Emergency Nurses Association (ENA) to implement its philosophy, objectives, and leadership on the state level. The Wisconsin State ENA shall act in accord with the bylaws and procedures established by the ENA ARTICLE III: MISSION The mission of the ENA is to advocate for patient safety and excellence in emergency nursing practice. ARTICLE IV: CHARTER A. The Wisconsin State ENA shall be chartered by ENA in accord with ENA bylaws and procedures B. The charter may be suspended or revoked by the ENA in accord with ENA bylaws and procedures ARTICLE V: Governing Authority A. The governing authority of the Wisconsin State ENA resides in the membership as represented by the Wisconsin State Council, which is composed of the Wisconsin ENA board of directors and its regional directors. B. The Wisconsin State ENA board of directors shall be responsible for the management of the affairs of the Wisconsin State ENA between business meetings. ARTICLE VI: MEMBERSHIP 1
A. The Wisconsin State ENA is composed of members at large in the State of Wisconsin. B. Membership in the Wisconsin State ENA is achieved through membership in the ENA. A single dues payment to the ENA includes membership benefits at the National and State levels. ARTICLE VI: BOARD OF DIRECTORS Section III: Composition of the Wisconsin ENA voting officers 1. President 2. President-Elect or Immediate Past President 3. Secretary 4. Treasurer 5. Treasurer Elect 6. Regional Directors Qualifications of officers Officers shall have and maintain 1. Current ENA membership 2. Current unrestricted professional nurse licensure Officer Duties The officers shall assume the duties outlined in the Wisconsin State ENA bylaws and other such duties as may be required by the bylaws and policies of the ENA. All voting officers shall attend a majority of the Wisconsin board of director meetings and Wisconsin State Council meetings. 1. President a. Serves as chief executive officer of the Wisconsin State ENA. b. Presides at meetings of the board of directors and the Wisconsin State Council. c. Serves as a non-voting ex-officio member of all committees. d. Coordinates all Wisconsin State ENA administrative activities. e. Appoints committee chairpersons and committee members with board of director approval. f. Serves as a delegate to the ENA General Assembly. 2. President-Elect a. Succeeds to the office of the president at the conclusion of the president s term. 2
b. Presides at meetings of the board of directors and the Wisconsin State Council if the president is unable to attend. c. Works closely with the president to learn the duties and responsibilities of the office of president. d. Shall assume such responsibilities as assigned by the president and the board of directors. 3. Secretary a. Shall keep minutes of the business of the Wisconsin State Council and board of directors and report meetings of the Wisconsin State Council and board of directors. b. Keep accurate record of attendance at the Wisconsin State Council meetings and board of director meetings. c. Shall assume such responsibilities as assigned by the president and the board of directors. d. Serves as a delegate to the ENA general assembly or serves as an alternate delegate if delegate numbers are limited. 4. Treasurer a. Maintains Wisconsin State ENA financial records in accord with generally accepted accounting procedures. b. Shall keep an itemized account of receipts and disbursements. c. Presents a Wisconsin State ENA budget proposal annually. d. Presents a complete written report of the finances of the Wisconsin State ENA at each business meeting of the Wisconsin State Council and the board of directors. e. Be familiar with IRS regulations, duties, and requirements as outlined in common law. f. Maintain tax-exempt status according to common law. g. Serves as a delegate to the ENA general assembly or serves as an alternate delegate if delegate numbers are limited. Comment [JKM1]: State vs. common? 5. Treasurer-elect a. Works closely with the treasurer to learn the duties and responsibilities of the office of treasurer. b. Shall succeed to the office of treasurer at the conclusion of the treasurer s term. c. Shall assume such responsibilities as assigned by the president and the board of directors. 6. Immediate Past-President a. Serves as an advisor to the president. 3
Section IV: Executive Committee ARTICLE VI: Regional Directors b. Serves as nominating committee chair. c. Shall assume such responsibilities as assigned by the president and the board of directors. A. The Executive Committee shall be composed of the president, the president-elect or past president, the secretary and treasurer as voting members. The Executive Committee shall exercise all responsibilities specified in the bylaws and assigned by the board of directors. B. The Executive Committee shall assist the board in managing Wisconsin ENA on issues that are time sensitive between official board meetings and, in those urgent instances, will have and may exercise all of the powers of the board in the oversight of the management of the business and affairs of Wisconsin ENA. C. The Executive Committee assists the president in setting priorities for the board.. Actions of the Executive Committee will be communicated to the board of directors. D. The Executive Committee shall lead the board of directors in strategic initiatives. Section III: Composition of the Wisconsin ENA voting regional directors One (1) voting regional director will be elected from each of the designated geographical regions within the State not to exceed seven (7) directors. (See attached map) Qualifications of regional directors Officers shall have and maintain 1. Current ENA membership 2. Current unrestricted professional nurse licensure Regional Directors Duties The regional directors shall assume the duties outlined in the Wisconsin ENA bylaws and other such duties as may be required by the bylaws and policies of the ENA. All regional directors shall attend a majority of the Wisconsin State Council meetings. ARTICLE VII: Terms of Office and Vacancies 4
All Wisconsin ENA officers and regional directors shall begin their respective terms of office beginning January 1 of the year in which their terms begin. Terms 1. President The president shall serve for a term of two (2) years or until his/her successor is elected. 2. President-elect The president-elect shall serve a term of one (1) year. 3. Secretary and Treasurer The secretary and treasurer shall serve for a term of two (2) years or until a successor is elected. 4. Treasurer-elect a. The treasurer-elect shall serve a term of one (1) year. 5. Immediate Past President a. The immediate past president shall serve one year (1) immediately following his/her term of office or until a president-elect is elected. 6. Regional Directors a. Regional directors shall serve for a term of 2 years. Vacancies 1. If the office of president becomes vacant, the president-elect shall succeed to the office of president for the unexpired term, and shall subsequently serve the two (2) year term of office of president to which elected. 2. A vacancy in the office of president-elect will remain vacant until the next election. 3. In the event that the office of president and president-elect are vacated during the same year: a. The board of directors shall appoint an acting president to serve until the next election. b. The election of a president will be held at the next scheduled election. An election for president-elect will be held the following year. 4. A vacancy in the office of secretary may be filled by an appointment as approved by a majority vote by the board of directors. 5. If the office of treasurer becomes vacant, the treasurer-elect shall succeed to the office of treasurer for the unexpired term, and shall subsequently serve the two (2) year term of office of treasurer to which elected. If a treasurer-elect is not available, a vacancy in the office of treasurer may be filled by a current member of the board of directors or remain vacant as approved by a majority vote of the board of directors. 5
ARTICLE VIII: Elections 6. A vacancy in the office of treasure-elect will remain vacant until the next election. 7. A vacancy in the position of regional director may be filled by the individual who received the next highest number of votes in the previous election, may remain vacant, or may be appointed as approved by a majority vote by the board of directors to serve until the next election. 8. In the event that the office of president is vacated, the immediate past president may remain as immediate past president for a second term or the office may remain vacant. Elections 1. Elections shall be held annually 2. All active Wisconsin ENA members shall have the opportunity to elect officers of the board of directors by ballot. 3. Candidates receiving the highest number of votes for each position shall be declared elected. 4. In the event of a tie vote, the nominating committee shall draw lots. Nominations 1. The nominating committee shall be responsible for the nominations and elections process. 2. The nominating committee shall verify qualifications as stated in the bylaws, and publish a slate of candidates. ARTICLE IX: MEETINGS Wisconsin State Council Meetings 1. The Wisconsin State Council shall meet at least four (4) times a year. The president shall call meetings. 2. The board of directors will facilitate an annual meeting in conjunction with the annual state symposium. 3. Special meetings may be called upon the request of a majority of the board of directors. 4. A majority of the voting members of the board of directors shall constitute a quorum of any meeting of the Wisconsin State Council. Executive Committee For any meeting of the Executive Committee, the presence of the president and two (2) other officers shall constitute a quorum ARTICLE X: DELEGATES TO THE GENERAL ASSEMBLY Delegates to General Assembly 6
1. The number of and qualifications for delegates to the ENA General Assembly shall be determined by the bylaws and procedures of the ENA. The delegates to the general assembly shall be chosen as follows: A. The president shall serve as a delegate. B. If more than one delegate position is available, the secretary and treasurer will serve as delegate(s) or alternate(s). C. All other delegates will be selected by a point system, according to the Wisconsin State Council procedures. 2. Attached addendum outlines the point system ARTICLE XI: COMMITTEES Committees 1. The Wisconsin ENA shall have committees in sufficient numbers necessary to address the purpose and mission of the association. 2. All committees shall assume duties and shall have such powers as assigned by the board of directors 3. The president shall, with board of director approval, form committees and appoint the chairpersons and committee members of all committees 4. The Wisconsin ENA shall have one standing committee which is the nominations committee A. The nominations committee shall be composed of a sufficient number of members as to carry out the duties of the committee outlined in the bylaws. B. The immediate past president shall serve as the chairperson of the nominations committee, or the president will appoint a chairperson. In the event of a special election in which the immediate past president is not on the board of directors, the appointed committee members shall elect a chairperson from the appointed committee members.` ARTICLE XII: REGIONS (Map attached as addendum) 1. Regions are composed of individual ENA members based on geographical areas not to exceed seven (7) regions. 2. Each region shall consist of no less than five (5) active ENA members. ARTICLE XIII: INDEMNIFICATION The Wisconsin ENA shall indemnify all officers and directors for expenses incurred with the defense or settlement of any claim against such person by reason of service as an 7
officer or director; unless a judgment or other adjudication shall establish that knowingly wrongful act, error or omission of such person. ARTICLE XIV: PARLIAMENTARY AUTHORITY These bylaws, the current edition of Robert s Rules of Order, standing rules and any special rules of order adopted by the Wisconsin ENA shall govern all meetings of the Wisconsin ENA provided they are not in conflict with the bylaws and procedures established by the ENA. ARTICLE XV: DISSOLUTION In the event of dissolution of the Wisconsin ENA, In the event of dissolution of ENA, the net assets of the corporation shall be applied and all liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made thereof. After payment of all liabilities and obligations all remaining net assets of the corporation shall revert to the ENA after all liabilities and obligations shall be paid, satisfied and discharged or adequate provision shall be made thereof. ARTICLE XVI: AMENDMENTS Amendments 1. Amendments to the bylaws may be proposed by the board of directors, state councils or under the signature of five voting members. State map attached 2. In order to be approved, any amendment must be approved by a two-thirds vote of the board of directors. 3. Any amendments to the ENA bylaws and procedures having direct application to these bylaws shall take precedence over any Wisconsin ENA bylaw provision and/or procedures and amendment there to shall automatically take effect. Revised January 21, 2015 Revised and Approved; January 8, 2014 Reviewed and Approved: 2/8/2012 Revised January 14 th, 2010 Revised June 5, 2008 pending ENA approval, Approved November 20, 2008 as final. Approved January 6, 2005 Corrected May 6, 2004, pending ENA approval Corrected January 7, 1999 Approved November 23, 1998 pending corrections Corrected February 17, 1998 Revised January 16, 1998 8