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Mission Statement: MNDAKSPAN serves to promote the education and professional growth of nurses practicing in perianesthesia areas such as ambulatory surgery, pre-anesthesia, and post-anesthesia care. Strategic Plan and Goals for 2007-2008
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BYLAWS OF MINNESOTA-DAKOTAS SOCIETY OF PERIANESTHESIA NURSES (MNDAKSPAN) Bylaws Index:
Article III Function and Purpose Article VI Meetings of Members Article VII Organizational Units Article XII Prohibited Activities
NAME Section 1.1 Name. The name of this professional organization shall be the Minnesota-Dakotas Society of PeriAnesthesia Nurses, herein after referred to as MNDAKSPAN or the Association. MISSION Section 2.1 Mission Statement. MNDAKSPAN serves to promote the education and professional growth of nurses practicing in perianesthesia areas such as, ambulatory surgery, pre-anesthesia, and post anesthesia care. FUNCTION AND PURPOSE Section 3.1 Function. 3.1.1 This Association is a non-profit organization. 3.1.2MNDAKSPAN is a duly chartered component of The American Society of PeriAnesthesia Nurses (ASPAN). Section 3.2 Purpose. The purpose of this association shall be: 3.2.1 To develop and sponsor educational programs for the continuing education of perianesthesia nurses. 3.2.2 To unite perianesthesia nurses for the purpose of maintaining an association to share common interest, exchange ideas, experiences and information. 3.2.3 To provide education in order to promote the highest degree of efficiency and quality care. 3.2.4 To support professional nursing practice by encouraging research, publication and continuing education. 3.2.5 To promote the ASPAN Perianesthesia Standards of Nursing Practice. 3.2.6 To promote public awareness of the scope of perianesthesia nursing practice. MEMBERSHIP Section 4.1 Membership. MNDAKSPAN membership will be granted to all licensed nurses who are presently employed or were in the past employed in perianesthesia nursing care, or those interested in perianesthesia nursing care. Members will apply for dual ASPAN/MNDAKSPAN membership by fulfilling the ASPAN requirements for membership, and choosing MNDAKSPAN as the ASPAN component affiliate. 2/2000 Section 4.2 Classes. MNDAKSPAN shall recognize the ASPAN membership classes of Active, Associate, Retired, Student, Corporate, and Honorary. Section 4.2.1 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 4.2.2 Associate. Associate members shall be duly licensed health care professionals who have an interest in perianesthesia patient care. Section 4.2.3 Retired. Retired members shall be members in good standing who, immediately prior to retirement or permanent disability, were active members. Section 4.2.4 Honorary. Honorary members shall be persons who have rendered distinguished or valuable service to MNDAKSPAN or perianesthesia nursing and have been elected as honorary members by the MNDAKSPAN Board of Directors. Section 4.2.5 Student. Student members shall be individuals pursuing education lending to eligibility to sit for the registered nurse licensing examination. Section 4.2.6 Corporate. Corporate members shall be companies or organizations that support the mission, purposes and goals of ASPAN and MNDAKSPAN. Section 4.3 Representation. Any Active or Retired member in good standing shall have the right to vote on matters presented to the general membership. Only Active members in good standing shall have the right to hold an office in the Association. Active, Associate, and Retired members in good standing may serve on committees of MNDAKSPAN. Section 4.4 Benefits. All members of the Association in good standing shall receive all official publication and notices of the Association. Section 4.5 Application and Dues Assessment. Section 4.5.1 Application. Any person desiring membership in the Association shall submit a written, signed, membership application as prescribed by ASPAN, and specify MNDAKSPAN as the component affiliation. Section 4.5.2 Dues Assessment. Dues will be determined by ASPAN Section 4.6 Termination. As stated in ASPAN Bylaws Section 3.6, members who do not adhere to the Society'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 in accordance with Policy. Termination of membership shall also occur upon death of the member. BOARD OF DIRECTORS Section 5.1. Powers. The affairs of the Association shall be managed by the Board of Directors, which shall consider the activities of the Association and determine its policies to the extent not otherwise determined by the general membership. All positions on the Board of Directors shall have voting privileges. Section 5.2 Composition. The Board of Directors shall consist of the offices of President, Vice President/President Elect or Immediate Past President, Secretary, Treasurer, Director of Certifications, Director of Education, Director of Membership, Director of Publications, and Director of Public Relations. Section 5.3 Officers. The officers of the Association shall be the President, Vice President/President Elect or Immediate Past President, Secretary, and Treasurer. All officers shall be elected by a vote of the membership by the process specified. The responsibilities of each officer shall be set forth in the Policies and Procedures. Each officer shall have been an Association member for at least one year. Section 5.4 Terms and Eligibility. Section 5.4.1 BOD Service Year. The officers and directors shall assume their duties on May 1st, and the Board of Directors year shall continue until April 30th of the following year. Section 5.4.2 President. The President shall be elected for a term of two years or until a prospective successor has been duly elected and qualified. The President shall operate with an immediate Past-President and no Vice President/President-elect for the first year of the term and with a Vice President/President-elect and no immediate Past President for the second year of the term. Experience of at least one year on the Board of Directors shall be required. Section 5.4.3 Vice President/President-elect and Immediate Past President. The Vice President/President-elect and the Immediate Past President shall hold a term of one year each 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 President and the President shall automatically assume the office of Immediate Past President. Experience of at least one year on the board shall be required prior to accepting the office of Vice President/President-Elect Section 5.4.4 Secretary. The Secretary shall be elected for a two year term in the odd-numbered years. Section 5.4.5 Treasurer. The Treasurer shall be elected for a two year term in the even-numbered years. Section 5.4.6 ASPAN Assembly Representatives. The ASPAN Assembly Representatives shall be the president and vice-president/president-elect of MNDAKSPAN in the even numbered years. The ASPAN Assembly Representatives shall be the President and one other Board Member in the odd numbered years. Section 5.4.7 Director of Certification. The Director of Certification shall be elected in the even-numbered years. CAPA or CPAN required. Section 5.4.8 Director of Education. The Director of Education shall be elected for a two year term in the odd-numbered years. Section 5.4.9 Director of Membership. The Director of Membership shall be elected for a two year term in the even-numbered years. Section 5.4.10 Director of Publications. The Director of Publications shall be elected for a two year term in the odd-numbered years. Section 5.4.11 Director of Public Relations. The Director of Public Relations shall be elected to a two year term in the even-numbered years. Section 5.5 Terms of Office. No member of the Board of Directors may serve in the same role for more than two consecutive terms. Section 5.6 Vacancies. Any vacancy of a Board position shall be filled by action of the Board for the remaining term, with the exception of President, which is automatically filled by the President-Elect or Immediate Past President. In the event of a vacancy in the Office of Vice-President/ President Elect or Immediate Past President, a special election may be called in accordance with Article XIII. Elections. Section 5.7 Removal. Board officials may be subject to reprimand, censure, suspension, or expulsion for violating the bylaws of the Association, misconduct, neglect of duty in office, or behavior injurious to perianesthesia nursing or to the Association. Any official of the Board, regardless of the manner of election or appointment, may be removed by the Board of Directors upon a two-thirds (2/3) affirmative vote for such removal, when in its judgment the best interests of the Association would be served thereby. No such action shall be taken against the official in question until he/she has been advised, both verbally and in writing, of the specific charges, and has been given a thirty (30) days to prepare a response, and afforded a full hearing before the Board of Directors. An official who has been expelled shall be ineligible to serve on the Board of Directors at any future time. 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 Procedure. Section 5.9 Meetings. The Board of Directors will meet at least three (3) times each year. Additional Board meetings may be held at the request of the President or at the request of any five (5) Board members. Section 5.10 Quorum. Five (5) members of the Board shall constitute a quorum. MEETINGS OF MEMBERS Section 6.1 Annual Meeting. The annual meeting shall be designated as the Fall Conference. At least thirty (30) minutes shall be designated on the conference agenda and set aside for conducting the business of the Association. One tenth (1/10) of the total membership of MNDAKSPAN shall constitute a quorum. Notice of the annual meeting shall be supplied to the membership at least thirty (30) days prior to such meeting. Section 6.2 Special Meetings. A special meeting of the members may be called at any time by the President, by a majority of the Board of Directors or upon request of twenty-five (25) percent of the Active or Retired members. If a special meeting is called other than by the action of the President or the Board of Directors, the person or persons requesting such a meeting must do so in writing, specifying the time and place of such meeting and the general nature of the business proposed to be transacted, and shall deliver such written request to the President or the Secretary in person or by registered mail. The officer receiving the request shall send notice of such special meeting to the members. Section 6.2.1 Written Notice. The membership shall receive written notice at least thirty (30) days prior to any special meeting. The subject of such meeting must be included in the notice. ORGANIZATIONAL UNITS Section 7.1 Committees. The committees of this Association shall be reviewed annually by the Board of Directors. Section 7.1.2 Standing Committees. The standing committees of the Association shall be Bylaws, Education, Membership, Finance, Publication, Governmental Affairs, Nominating, Historical, Research and Strategic Planning. The purpose and duties shall be listed in Policy and Procedures. 2/2000 Section 7.1.3 Special Committees. Special ad hoc committees may be appointed by the President and/or at the request of the Board of Directors. These committees cease to exist when the purpose for which they were created is resolved. ELECTIONS Section 8.1 Time of Elections. Elections shall be held annually in the beginning of the year, at a time specified by the Board of Directors. Section 8.2 Special Elections. The Board of Directors will call for a Special Election to fill an unexpired term, or vacancy in the Office of Vice-President/President Elect. Nominations and voting will follow the same process as annual elections. Section 8.3 Nominations. A call for nominations shall be made by the Nominating Committee. All nominees must provide a written agreement to serve if elected, before their names may be placed on the ballot. Section 8.4 Voting. Ballots will be mailed to the membership of the Association at least thirty (30) days prior to the voting deadline. The membership of the Association may cast their ballots by mail. MANAGEMENT Section 9.1 Executive Committee. The Executive Committee shall be composed of the President, Vice-President/President Elect, Treasurer, Secretary, and Immediate Past President. Between meetings of the Board of Directors, this committee, to the powers permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the Association. The Board of Directors shall retain the right to modify or otherwise alter action taken by the Executive Committee unless precluded by law. Section 9.2 Fiscal Year. The fiscal year shall be January 1 to December 31. Section 9.3 Expenditures. All expenditures shall be in accordance with Policy and Procedures. Section 9.4 Records. The Secretary shall maintain all records of the Association with the exception the financial records. Section 9.4 Parliamentary Authority. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association 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 Association may adopt. 2/2000 EARNINGS Section 10.1 Payments and Distributions. No part of the net earnings of the Association shall be used for the benefit of, or be distributed to its members, directors, officers, or other private persons, except to pay reasonable compensation for services rendered, or to compensate for approved expenditures accrued, in order to accomplish the mission and functions of the Association. Section 10.2 Financial Records. The Treasurer shall maintain the financial records for the Association. AMENDMENTS Section 11.1 Amendments With Notice. These Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors, provided that written notice shall be sent to each member of the Board of Directors at least ten (10) days prior to the date of presentation for action. Section 11.2 Ratification of Membership. Bylaw amendments proposed by the Board of Directors will be affirmed by the membership by a two-thirds(2/3) affirmative vote of a quorum at any regular meeting of the general membership, provided the proposed amendments have been presented by mail to all members of the component at least thirty(30) days prior to the vote. Section 11.3 Emergency Procedure. Notwithstanding bylaws to the contrary, the Board of Directors, by a three-fourths (3/4) vote, may alter, amend or repeal the bylaws or may adopt new bylaws on an emergency basis upon such notice as may be reasonable under the circumstances where such action is necessary to enable the Association to comply with any statute, regulation, or judicial, or administrative decision or to meet an emergency situation which threatens to impair the ability of the Association to carry out, perform, or accomplish any of its purposes or objectives. This amendment would be voted on by the membership as early as possible, following the aforementioned process. PROHIBITED ACTIVITIES
Section 12.1 Prohibited Activities. No member or agent of this Association shall take any action or carry on any activity by or on behalf of the Association which is not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations, as they now exist or may be hereafter amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations, as they now exist or as they may hereafter be amended. 2/2000 Section 12.2 Political Statements. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Section 12.3 Non Association use of Membership Lists. No member of this Association shall provide membership listings for use of personal or monetary gain. Supplying membership lists to vendors or commercial agents is prohibited. Membership lists may be provided to members for purposes of professional networking, and to carry out the mission and functions of the Association. DISSOLUTION Section 13.1 Dissolution. Upon the dissolution of this Association, the Board of Directors shall, after paying or making provision for the payment of all tax liabilities of the Association, dispose of all the assets of the Association exclusive for the purpose of the Association in such manner, or to such organization or organizations formed and operated exclusively for such purposes as shall at that time qualify as a exempt organization or organizations under the Internal Revenue Code of 1954, as the Board of Directors shall determine. Any such Assets not so disposed of shall be disbursed by the court of common pleas of the county of which the principle office of the Association is then located, exclusively for the purpose or to such organizations, as said court shall determine, which are organized and operated exclusively for such purpose.
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OF THE MINNESOTA-DAKOTAS SOCIETY OF PERIANESTHESIA NURSES
I. Duties of Officers and Directors III. Standing Committees IV. Reimbursement
I. DUTIES OF OFFICERS AND DIRECTORS 1. Be the principal officer of the Association and shall administer the affairs of the component according to the bylaws and policies, and subject to the control of the Board of Directors. 2. Preside at meetings of the membership, Board of Directors, and Executive Committee. 3. Appoint committees as necessary. 4. Facilitate Board of Directors communications. 5. Solicit items to be placed on agenda. 6. Prepare and distribute agendas at least 2 weeks prior to meetings. 7. Be an ex-officio member of all committees and assist as needed, excluding the Nominating Committee. 8. Serve as a resource for all officers and directors. 9. Write articles for the newsletter as requested by the Publication Committee. 10. Check, or delegate checking of the Post Office box. 2/2000 11. Keep members of the Board of Directors informed of Association affairs. 12. Serve as a mentor to the Vice-President/President Elect so that he/she will be prepared to assume the role at the end of the term. 13. Represent the component at the National ASPAN Conference. 14. Prepare an annual report, and file with the Secretary. 15. Review and help prepare the budget.
B. The Vice-President/President Elect shall: 1. Assist the President as requested. 2. Serve as parliamentarian for the Association, so as to become familiar with parliamentary procedure in preparation for the role of President. 3. Serve as chairperson of the Bylaws committee, and review the Bylaws and Policy and Procedures yearly. 4. Become acquainted with the administration of the affairs of the Association, and the duties and responsibilities of the Office of President. 5. Preside at meetings in the absence of the President. 6. Prepare a year end report and file with the Secretary. 7. Help prepare upcoming budget.
1. Keep or cause to be kept the corporate books and records of the component (excluding financial records). 2. Assist President as requested. 3. Keep the minutes of the Board of Directors, and membership meetings. 4. Prepare a brief synopsis of the Board of Directors meetings and present this to the membership. 5. Distribute copies of the Board of Directors minutes to Board members not more than three (3) weeks following the meetings. 6. Delegate the keeping of historical scrapbooks. 7. Prepare a year end report and file. 8. Submit budget requests as needed.
1. Receive, disburse, manage, and account for all funds, assets, and securities of the Association as directed by the Board of Directors. 2. Serve as chairperson of the Finance Committee as needed. 3. Prepare annual budget for approval of Board of Directors. 4. Present treasurer's report at meetings, as requested, using the annual budget categories. 5. Maintain the Association checking account, and disburse funds as requested according to Policy and Procedures. 6. Receive membership lists from ASPAN, and forward to Membership Committee within one (1) week. 7. Arrange for financial records of the Association to be audited annually. 8. Prepare a year end report and file with the Secretary. 9. The component will maintain a bonding arrangement
E. The Immediate Past President shall: 1. Serve as a resource for the President and the Board of Directors. 2. Serve as the chairperson for the Nominating Committee, including calling for nominations, contacting nominees, and assuring willingness to serve before placing names on ballot. 3. Coordinate Association awards, such as Clinical Excellence, etc. 4. Prepare a year end report and file with the Secretary. 2/2000 5. Submit budget requests.
F. The ASPAN Assembly Representatives shall be the President and Vice-President of MNDAKSPAN. They shall: 1. Receive information from ASPAN, and disseminate as needed. 2. Represent the component at the ASPAN Representative Assembly. 3. Write articles for the newsletter as requested. 4. Submit budget requests. 5. Prepare a year end report and file with the Secretary.
G. The Director of Certification shall: 1. Be a CAPA or CPAN. 2. Promote certification as CAPA, or CPAN within the Association. 3. Serve as the liaison to ABPANC, assisting them as requested, and disseminating information as needed. 4. Write articles for the newsletter as requested. 5. Send congratulatory note to new CAPAs or CPANs of the Association. 6. Submit budget requests. 7. Prepare a year end report and file with the Secretary.
H. The Director of Education shall: 1. Serve as the Chairperson for the Education Committee. 2. Be a liaison between the Association and the local city hosting the educational conferences. 3. Be familiar with writing learning objectives. 4. Write articles as needed for the newsletter. 5. Work closely with the Publication Committee to develop conference brochures, etc. 6. Keep abreast of current issues and trends. 7. Submit budget requests. 8. Prepare a year end report and file with the Secretary.
I. The Director of Membership shall: 1. Serve as chairperson of the Membership Committee. 2. Promote growth in the Association, while retaining current members. 3. Assure new members are welcomed and oriented. 4. Write articles for the newsletter as needed. 5. Strive to determine that members needs are being met. 6. Keep up to date records of membership information. 8. Provide the Publication Committee with mailing labels for the newsletter, and other mailings. 9. Submit budget requests. 10. Prepare a year end report and file with the Secretary.
J. The Director of Publications shall: 1. Serve as chairperson of the Publication Committee. 2. Work closely with the Education Committee and Membership Committees. 3. Keep current on trends in publication. 4. Coordinate production of brochures, flyers, stationary, etc. 5. Present expenditures. 6. Submit budget. 7. Prepare a year end report and file with the Secretary.
K. The Director of Public Relations shall: 1. Write or delegate the writing of official notices for the Association. 2. Serve as chairperson for the Governmental Affairs Committee, and keep abreast of current issues that will impact perianesthesia nursing practice. 3. Write articles for the newsletter as requested. 4. Work closely with the Education, Publication, and Membership Committee to assure that the Association puts forth an image consistent with the mission and functions as listed in the bylaws. 5. Serve as, or delegate the position of Vendor Liaison. 6. Submit budget requests. 7. Prepare year end report and file with the Secretary. A. The Board of Directors shall: 1. Superintend and direct the publications and distribution of all official documents, journals, and reports of the Association. 2. Exercise final authority over, and manage the business and financial affairs of the component. 3. Exercise the full corporate powers of the component in between meetings of the membership. 4. Direct and guide the activities of the Association to meet the purposes and functions as listed in the Bylaws. 5. Review committee reports and determine action to be taken. 6. Review the MNDAKSPAN Strategic Plan, and revise, adjust, or augment, yearly. 7. Assist Standing Committees as requested so that goals may be met. 8. Fill vacancies occurring on the Board of Directors. These vacancies may be the result of resignation, death of the member, or removal from the Board as outlined in the Bylaws. 9. Post a good and sufficient surety bond in such sum and with such surety or sureties as the Board of Directors shall determine, for the Treasurer and such other officers, employees and agents as the Board of Directors shall deem advisable. B. The Board of Directors shall meet at least three times during the calendar year. 1. Between the fall and spring meetings. 2. In conjunction with the fall and spring educational conferences. 3. By majority consent the Board of Directors may change the established meeting times, as needed.
A. Bylaws: This committee shall be chaired by the Vice President/President elect. Yearly review of the bylaws will be the primary function of this committee. B. Education: This committee shall be chaired by the Director of Education. Functions will include planning, developing, implementing and evaluating, the educational activities provided by the association. C. Membership: This committee shall be chaired by the Director of Membership. Primary functions will include recruitment and retention of members in the Association. D. Finance: The Treasurer will serve as chairperson of this committee, and shall plan, coordinate, and supervise all the fiscal affairs of the Association. 2/2000 E. Publication: This committee shall be chaired by the Director of Publications. Association information shall be disseminated by the publication of the newsletter and other materials such as conference brochures, etc. F. Governmental Affairs: This committee shall be chaired by the Director of Public Relations. Two other members shall complete this committee. Each state Minnesota, North Dakota, and South Dakota, will have representation. The committee will keep abreast of issues and concerns, and evaluate and review pending legislation, regulations, and administrative actions that affect nursing and its practice in their respective states. G. Nominating: This committee shall be chaired by the Immediate Past President. The committee will solicit nominees and verify their acceptance of nomination, and supervise the distribution of ballots to the members. H. Historical: This committee shall consist shall maintain scrapbooks and other histories of the Association, and make such items available at the annual meeting of members. I. Research : Chairperson not designated. This committee shall promote nursing research, both within and outside of the Association. J. Strategic Planning: This committee shall review, and revise the MNDAKSPAN Strategic Plan.
A. Expenditures must be budgeted for, and/or approved by the Board of Directors before they may be reimbursed. Expenditures must be for the direct use or benefit of the Association. B. Round trip mileage will be reimbursed for travel to Board of Directors meeting at a rate determined by the Board of Directors. Mileage must be submitted to the Treasurer for reimbursement. C. All expense requests for reimbursement will be submitted by December 31st of that year.
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