Bylaws

BYLAWS FOR CHAPTERS OF THE NATIONAL ASSOCIATION OF PEDIATRIC NURSE PRACTITIONERS

Article I - NY Western

The name of this Association shall be the Western New York Chapter of the National Association of Pediatric Nurse Practitioners (NAPNAP).

Article II – PURPOSE

The purpose of NAPNAP, an association of pediatric focused nurses in advanced practice, is to promote

health for infants, children, adolescents and young adults through role advancement, professional

development and advocacy.

Article III - OBJECTIVES

To develop and promote standards of pediatric advanced practice registered nurse (APRN) practice that ensure cost effective, accessible, quality health care.

To support standardization and accreditation of academic programs that prepare APRNs who provide health care for children.

To advocate for quality child health care and support measures that ensure quality child health.

To monitor legislation and regulation affecting the APRN role, education and practice, and pertinent health care issues and respond proactively.

To facilitate effective collaboration between APRNs and other health care professionals.

To promote publication of scientific journals, newsletters and other communications pertinent to the objectives of NAPNAP.

To maintain pertinent data for reference and assistance in matters pertaining to the profession or its practice.

To promote research regarding APRNs and health care of infants, children, adolescents and young adults.

To promote career advancement and employment opportunities to and for our members.

To increase visibility and promote the role of the PNP and other pediatric-focused APRNs among employers, consumers, and policy makers.

To engage in marketing and networking efforts with our healthcare partners, health care consumers, other children’s health organizations, universities, industries, research organizations, and governmental agencies.

To provide a network of advanced practice nurses who care for children for the purpose of promoting the highest professional standards of pediatric Advanced Practice Registered Nurse (APRN) practice and optimal care of the pediatric patient throughout their lifespan.

To develop and/or sponsor educational programs for the ongoing education of pediatric focused advanced practice nurses at the state level.

To support and facilitate state and local programs improving the quality of health care for infants, children, adolescents and young adults through role advancement, professional development and advocacy.

Article IV – MEMBERSHIP: Chapter membership is contingent upon national membership.

Section A. Active Members

Active members have the privilege of voting, holding office, serving on the Executive Board and serving on committees. Persons eligible to apply for membership in this membership category shall include:

1. APRNs who provide health care for children and who have obtained or are eligible for national board certification as an APRN.

2. Registered Nurses who have completed a course which follows the American Nurses Association-American Academy of Pediatrics 1971 Guidelines on Short-Term Continuing Education Programs preparing the PNP.

3. Registered nurses who are practicing as PNPs and were educated prior to the 1971 guidelines.

4. Registered Nurses or APRNs who otherwise qualify for active membership but who reside outside the United States and its territories and who submit proof of licensure, registration, or certification in the nurse’s native country and/or state.

Section B. Associate Members

Any persons interested in fostering the objectives of the Chapter. Associate members shall not have the right to vote or hold office, but may serve on committees or participate in Special Interest Groups in accordance with SIG policy.

Section C. Student Members

Registered nurses currently enrolled in any approved program whose graduates may become active members as delineated in Section A or APRNs who are enrolled in a graduate degree program. Student members shall not have the right to hold office but may vote in national and chapter elections.

Section D. Organizational Members

An organization, corporation, agency or institution recognized by the Executive Board as aiding the chapter in achieving its goals by contributing financial support and acting in accordance with the NAPNAP corporate program. Organizational membership does not confer voting privileges nor does it require active participation in ongoing NAPNAP activities.

Section E. Honorary Members

Any person who is not eligible for active membership but has rendered distinguished or valuable service to NAPNAP and/or its official publications and who is elected to honorary membership by a unanimous vote of the NAPNAP Executive Board. Honorary members shall retain all rights of membership except for the right to make motions or vote.

Section F. Emeritus Members

An active member who has met criteria established by the NAPNAP Executive Board to recognize distinguished and valued service to NAPNAP. Emeritus members shall retain all rights of membership, including the right to make motions and vote.

Section G. Retired Members

A retired member are eligible for membership at one half the regular annual dues rate. A retiree must be 62 years or older.

Section H. Dues

Membership dues shall be established by the NAPNAP Executive Board and are required of each chapter member.

Section I. Termination

Membership shall be automatically terminated upon (1) the resignation of the member, (2) the revocation or the suspension of a member’s license or registration as a registered nurse, or (3) non-payment of membership dues. Membership may also be terminated by the NAPNAP Executive Board if it determines a member has violated these bylaws or engaged in conduct that violated the objectives of the chapter or is injurious to it, provided, however, that such member shall first be given thirty days written notice of the charges and a hearing before the NAPNAP Executive Board.

Section J. Voting Rights

Voting rights shall begin on the date at which membership is established.

Article V – MEETINGS

Section A. Annual and Regular Meetings

The annual business meeting of the chapter shall be held in the home state of the chapter.

Section B. Special Meetings

Special meetings of the members may be called by the president, the Executive Board or one-third of the Active members. Written notice of the time and place of any special meeting, which notice specifies the purpose or purposes for which the meeting is called, shall be given at least ten (10) and no more than sixty (60) days prior to the meeting.

Section C. Quorum

A quorum for a chapter meeting shall constitute of five members who are present to vote.

Article VI - OFFICERS

Section A. Number, Election, Term and Qualifications:

The officers of the chapter shall be president, president-elect, secretary and treasurer and such other officers as this Executive Board may authorize. Officers shall be annually elected by and from the active membership by June 1. The president-elect is elected for a term of one year and after which assumes the president role for a term of one year. The Secretary and Treasurer are elected for two-year terms. By special majority vote of the membership, an officer’s term may be extended beyond six (6) years if necessary for the management of the chapter.

Section B. President

The president shall be the principal chief elected officer of the chapter and shall, in general, supervise and control all of the administrative matters and business affairs of the chapter. The president shall implement policy established by the members of the Executive Board. The President shall preside at all meetings; execute all conveyances, notes, contracts, or other instruments authorized by the members; appoint all committees and chairpersons as provided in these bylaws; serve as an ex-officio member of all standing committees; and perform and discharge all duties incident to the office of the president and such other duties as may be assigned by the members of the Executive Board. The president does not pay for educational dinner meetings. In addition, the President shall: Set dates for all Board Meetings

Complete the Annual report together with the Treasurer and Membership Chair and submit it in a timely fashion by the due date to the National Office.

Section C. President-elect

The president-elect shall become familiar with the duties of the president and shall automatically succeed to the presidency at the conclusion of the president's term of office. The president-elect shall perform the duties of the office in the absence of the president or in the case of inability to act. When so acting, the president-elect shall have all powers of, and be subject to all the restrictions, placed upon the president, and shall perform such other duties as the members of the Executive Board may specifically prescribe.

In addition, the President-elect shall serve as the Chapter’s Program Chairperson and is responsible for arranging Chapter dinner meetings. There will be 5 dinner/educational meetings one year, alternating with 4 dinner/educational meetings the next. In the year with 4 dinner/educational meetings there shall be one conference day. The conference day shall be organized/run by a separate Committee/Chairperson. The President-elect shall hold the educational materials for that business year and shall transfer all documentation to the incoming President-elect at the August Board meeting.

In addition, the President-Elect shall:

Set the dates and topics of the dinner meetings
Arrange speakers and place of meetings
Seek to defray the cost of dinner meetings
Collect RSVPs for dinner meetings
Obtain and retain all paperwork concerning continuing education hours to be issued for attendance at dinner meetings
Send thank you notes and honorariums to speakers at educational meetings.

Section D. Secretary

The Secretary shall keep and maintain the minutes of the meetings and distribute all notices that are required by these bylaws; be custodian of the bylaws, membership roster and records of the chapter; attest all documents, the execution of which has been duly authorized by the members according to these bylaws; send copies of chapter meeting minutes and newsletters to the Member Services staff at NAPNAP; and in general perform all duties incident to the office of secretary and such other duties as the members of the Executive Board may prescribe.

In addition the Secretary shall:

Take minutes of all executive board meetings. Provide a copy of these minutes for approval at the next Executive Board meeting and, after approved, forward a copy of said minutes to the National Office.
Take minutes of any business discussion such as election of officers, awards and projects presented.
Send sympathy cards for deaths of members or members’ families. Condolence gifts or donations will be sent at the discretion of the Executive Board.

Section E. Treasurer

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the chapter; receive and give receipts for all monies due and payable to the chapter from any source whatsoever, deposit all monies in the name of the chapter in banks or other depositories as shall be decided by the Executive Board; account for and record all financial transactions by the chapter; prepare and render an annual report to the chapter and to NAPNAP at the last regular meeting of each term year and whenever requested by NAPNAP National. Comply with an annual audit/review of financial records of the chapter in such manner as directed by NAPNAP and perform such other duties as may be assigned by the members of the Executive Board.

In addition the Treasurer shall:

After the Annual Report is submitted to the National office, the Treasurer will receive a bill listing the Chapter’s annual dues
Confirm with the bank whether a new resolution form (bank form) must be completed by the new Treasurer and a non-elected board member.

Section F. Compensation

No part of the net earnings of the chapter shall ever be for the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the chapter shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.

Article VII - ELECTIONS

Section A. Nominations

Nominations may proceed by a formal slate of candidates, write-in candidates and/or nominations from the floor at the time of the election. The Secretary and Treasurer shall be elected on a rotating basis.

Section B. Election of officers

Elections may proceed by electronic or written ballots, hand vote or verbal vote. Three judges appointed by the president will count the votes and said judges shall certify and announce the results in the meeting. The candidate receiving the highest number of votes for a particular office shall be declared elected. In case of a tie vote, a second vote shall be taken by all members present.

Article VIII - EXECUTIVE BOARD

Section A. Composition

The Executive Board shall consist of the elected officers: president, president-elect, secretary and

Treasurer, designated by these bylaws. The Executive Board may appoint up to 11 specialty chairs to serve two-year terms with the possibility of reappointment for an additional two-year term, with exception of the standing committees specified below: Membership, Public Relations, Legislative, Awards, Historian and Nominations.

Section B. Vacancies

In the event of a vacancy on the Executive Board for any reason, the president, with majority approval of the Executive Board, shall appoint a qualified member to the position to fill the uncompleted portion of the term with two exceptions. The president-elect shall fill a vacancy in the office of president. The office of the president-elect shall be filled through a special election process that shall take place within three months of the vacancy.

Section C. Duties

The Executive Board shall have the full power and authority over the affairs of the chapter as provided by law and these bylaws.

Section D. Length of Service

Members of the Executive Board shall be eligible to serve no more than six (6) consecutive years. In special circumstances any officer term may be extended after an election, with membership approval.

Section E. Obligations

The Executive Board members are obligated to act in a manger consistent with the Conflict of Interest Policy.

Section F. Regular Meetings

Regular meetings of the Executive Board shall be held a minimum of two (2) times annually. The Executive Board shall determine the times of the other meetings. Meetings of the Executive Board may be held via conference telephone or other communications equipment pursuant to which all persons can hear and speak with each other.

Section G. Special Meetings

Special meetings of the Executive Board may be called by the president or may be called by the president upon the written request of at least five (3) members of the Executive Board. Notice of a special meeting shall be given personally by the president. Notice of the meeting shall describe the business to be conducted.

Section H. Action without a Meeting

Any action required or permitted to be taken at a meeting of the Executive Board may be taken without a meeting if it is authorized and approved in a writing signed by each member of the Executive Board. Any such writing shall be filed with the minutes of the Executive Board.

Section I. Quorum

A simple majority of the members of the Executive Board shall be necessary to constitute a quorum at any regular or any special meeting of the board.

Section J. Removal of a Board Member

Any officer or board member who is absent from two (2) consecutive board meetings without reasonable excuse may be removed from the Executive Board by a majority vote of the board.

The board retains the right to remove any Executive Board member for violating the chapter’s bylaws and/or policies.

Section K. Referendum

In the interval between regular meetings of the Executive Board, the president may refer to the Executive

Board questions relating to the affairs of the chapter which, in the opinion of the president, require immediate action on the part of the Executive Board. The result of such a referendum which requires a majority vote of the Executive Board shall control the action of the chapter, and its Executive Board, officers, and committees.

Section L. Standing Committees

Membership Committee

This committee shall maintain the membership roster; encourage desirable applicants to apply for membership and shall formulate and recommend plans for increasing and maintaining membership. The membership Chairperson shall be responsible to notify new members of upcoming conferences.

Provide membership applications to members and interested persons
Provide members information on upcoming conferences

Public Relations Committee

This committee shall be in charge of all publications issued by the chapter to all media and membership. This committee shall promote the ideals of the local and National Association to prospective members and the general public.

Take photographs of important events
Provide information to local media

Legislative Committee

The committee shall serve as the liaison between the NAPNAP Health Policy Chair and the chapter membership. The Committee will evaluate proposed federal, state and local legislation for its implications to advanced nursing practice and child health care. The committee shall advise the Executive Board and Membership of its findings.

Historian

The historian shall collect, organize and store items from pertinent Chapter events. This information would provide chronological events in the Chapter’s history.

Collect photographs, news articles or other media information
Provide storage for above articles. In the event there is no historian, the Secretary shall store any pertinent data.

Awards Committee

The awards committee will acknowledge a member as the Nurse Practitioner of the Year. Nomination forms will be made available to all members and the committee will convene to choose the recipients.

Nominations committee

This committee shall perform the duties as outlined in the Chapter Bylaws for the Election of Officers

Begin recruitment if officers at January dinner/educational meeting

Community

This committee shall support and implement various programs within conjunction with the community to promote child health. This committee may also act as a resource for other programs promoting child health to the chapter’s members. A sum of up to $1000/year (maximum) will be allotted to the chapter’s participation in a variety of community outreach programs. Program selection is at the discretion of the Executive Board.

Biennial Conference

The Chair is responsible for arranging the program for our biennial conference. The chair coordinates the focus of the Ages and Stages Conference, locates speakers, and arranges financial assistance and determines the location of the conference. The conference day is usually held in March, in place of that diner/education meeting. May select others to help with program details. Notice of the conference should be distributed at least two months prior to conference date. Chair is responsible to advise and refer to the President as needed.

Section M. Policy and Procedures

National Conference Scholarship

Each Year the following is awarded for Attendance to the National Conference

$500 to the Chapter President ($750 for a west coast conference)
$500 to the Chapter President-elect ($750 for a west coast conference)
This money may be used to defray any portion of the cost of attending the National Conference (i.e. registration fee, travel, and lodging)

In the event the President and/or President-elect is/are unable to attend, the money may be utilized by other members of the board. The total award may not exceed $500 per individual and awardees will be chosen by the Executive Board. Preference will be given to those who have no other funding available. Letters requesting the scholarship should be submitted to the President prior to attending the conference.

Awards are made after the conference. Certificate of attendance and receipts should be submitted to the Treasurer for reimbursement in the amount of the receipts not to exceed $500.

Speaker Honoraria

Speakers for dinner/educational meetings or conference days shall be thanked for their services with a gift certificate or an honorarium ($50.00 max.) This gift shall be waived if the speaker is receiving a stipend or is sponsored by a pharmaceutical company. The amount of the gift shall be changed at the discretion of the Executive Board.

Section N. Calendar of events

Events may be changed at the discretion of the board as deemed necessary.

August Board Meeting

September Dinner conference

November Dinner conference

Reminder for Project Linus

December Board Meeting

January Dinner conference

Request nominations for PNP

Request nominations for officers

March Dinner conference alternates with Ages and Stages conference

April Board Meeting

Election Ballots to members

May Dinner conference

PNP award

Election

June Board Meeting – new and old officers

Ad hoc meetings will be called at the discretion of committees on an as need basis.

Article IX - LIABILITY FOR DEBTS

NAPNAP, Inc. shall not be held liable for any debts of this chapter unless such debt is specifically authorized by the NAPNAP Executive Board. The chapter is encouraged to secure liability insurance to defray costs against possible personal or property damage claims.

Any financial commitments desired by this chapter which are beyond its treasury, legal authority, or full responsibility shall be first reviewed and approved by the NAPNAP Executive Board. All financial contracts within the financial scope and legal authority of this chapter shall contain the following disclaimer statement:

“I_________________________understand and agree it is contracting with the ______________________ chapter of the National Association of Pediatric Nurse Practitioners and not with NAPNAP __________________________ waives any and all claims against said NAPNAP, Inc."

Article X – GENERAL PROVISION

Section A. Amendments

These bylaws may be amended by the following procedure. First, the proposed amendment(s) shall be approved by the Executive Board. The proposed amendment(s) shall be sent to all members at least 60 days prior to the membership meeting or the due date for ballots to be returned. The proposed amendment(s) must obtain a two-thirds vote of those members present and voting who are eligible to vote at a properly called meeting, excluding abstentions. If the vote is by mail or electronic mail ballot, the amendments must obtain a two-thirds vote of the ballots cast, excluding any abstentions.

Section B. Fiscal Year

The term year of all chapters shall be such twelve (12) month period coinciding with NAPNAP’s

current fiscal year.

Section C. Records

The chapter shall implement a record-retention program as dictated by federal and state laws and materials will be retained for legal and practical reasons. The chapter shall maintain its records and valuable documents at its principal location. The chapter shall archive materials determined to be of historical significance.

Section D. Financial Accounts

The chapter shall keep correct and complete books and records of its accounts. An annual budget shall be developed and approved by the Executive Board.

Section E. Chapter Dissolution

Any chapter may be dissolved at the discretion of the NAPNAP Executive Board or by majority vote of the active members of the chapter; any funds which remain in the chapter budget shall revert to the NAPNAP general fund.

Section F. Indemnification

Subsection 1. Authorized Indemnification

Unless clearly prohibited by law or Subsection 2 of this Article XI, Section F, the chapter shall indemnify any person (“Indemnified Person”) made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the chapter, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section, (a) is or was an officer or board member of the chapter, or (b) in addition is serving or served, in any capacity, at the request of the chapter, as an officer or board member of any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the chapter shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof.

Subsection 2. Prohibited Indemnification

The chapter shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person (or to the person whose actions are the basis for the action or proceeding) establishes, or the Executive Board in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Subsection 3. Advancement of Expenses

The chapter shall, on request of any Indemnified Person who is or may be entitled to be indemnified by the chapter, pay or promptly reimburse the Indemnified Person’s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay the chapter, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified under the law or Subsection 2 of this Article XI, Section F. An Indemnified Person shall cooperate in good faith with any request by the chapter that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.

Subsection 4. Indemnification of Others

Unless clearly prohibited by law or Subsection 2 of this Article XI, Section F, the Executive Board may approve chapter indemnification as set forth in Subsection 1 of this Article XI, Section F or advancement of expenses as set forth in Subsection 3 of this Article XI, Section F to a person (or the testator or intestate of a person) who is or was employed by the chapter or who is or was a volunteer for the chapter, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the chapter in any capacity for any other corporation, partnership, joint venture, trust employee benefit plan or other enterprise.

Subsection 5. Determination of Indemnification

Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been ordered by a court the Executive Board shall, upon written request by the Indemnified Person, determine whether and to what extent indemnification is permitted pursuant to these bylaws. Before indemnification can occur the Executive Board must explicitly find that such indemnification will not violate the provisions of Subsection 2 of this Article XI, Section F. No officer or board member with a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of disinterested officers or board members is not obtainable, the Executive Board shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these bylaws.

Subsection 6. Binding Effect

Any person entitled to indemnification under these bylaws has a legally enforceable right to indemnification which cannot be abridged by amendment of these bylaws with respect to any event, action or omission occurring prior to the date of such amendment.

Subsection 7. Insurance

The chapter is not required to purchase Directors’ and Officers’ liability insurance, but the chapter may purchase such insurance if authorized and approved by the Executive Board. To the extent permitted by law, such insurance may insure the chapter for any obligation it incurs as a result of this Article XI or operation of law and it may insure directly the officers, board members, employees or volunteers of the chapter for liabilities against which they are not entitled to indemnification under this Article XI as well as for liabilities against which they are not entitled to be indemnified by the chapter.

Subsection 8. Nonexclusive Rights

The provisions of this Article XI shall not limit or exclude any other rights to which any person may be entitled under law or contract. The Executive Board is authorized to enter into agreements on behalf of the chapter with any officer, board member, employee or volunteer providing them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in this Article XI, subject in all cases to the limitations of Subsection 2 of this Article XI, Section F.

Article XII - ADOPTION

These bylaws shall be adopted at any regular or special meeting and shall become effective when approved in writing by the NAPNAP Executive Board.

Adopted at a meeting of the _______________________________ Chapter of the National Association of Pediatric Nurse Practitioners on the _____________day of ______________________, 20_______________.

Chapter President____________________________________________________________

Chapter President-elect_____________________________________________________________

Chapter Secretary_____________________________________________________________

Chapter Treasurer_____________________________________________________________

INTERNAL USE ONLY

Approved as Model Bylaws on _______day of ______________, 20____ by the Executive Board.

Chapter Bylaws approved by Executive Board on ________day of ______________, 20______.

Witnessed By: ________________________________________________________________________

Cate Brennan, Executive Director