CHAPTER I-MEMBERSHIP
ARTICLE I-MEMBERS
The membership of the Society shall consist of individuals interested in the objectives of the Society. Membership in the Society shall not be transferable to another individual.
ACTIVE MEMBERS. Active members shall be Registered Professional Nurses, who are currently practicing intravenous therapy, and who are in good standing with the Licensing Agency of the State or County in which the member resides or works. These Active members:
1. Are engaged in the administration, education, planning or supervision of intravenous therapy.
2. Are approved as active members by action of the Board of Directors.
ASSOCIATE MEMBERS. Associate Members shall be defined as all members of the healthcare field, other than registered professional nurses who are interested or involved in the field of intravenous therapy. Associate Members shall receive all benefits of the Society, may vote, but shall not be entitled to hold an elected office.
CHARTER MEMBERS. The charter membership of the Society shall consist of the 16 original members who met and established the Society. Charter Members shall not pay dues but may vote. Charter Members may hold office if otherwise eligible for active membership.
HONORARY MEMBERS. Honorary Members may be elected from among individuals who are or have been especially interested in and who have made outstanding contributions to the intravenous nursing practice. Any member may submit a name for Honorary Membership. Nomination for Honorary Membership shall be approved by a unanimous vote of Board of Directors. Honorary Members shall not pay dues. Honorary Members may not vote and may not hold office.
INDUSTRIAL MEMBERS. The industrial membership shall consist of individuals from industry whose products relate to infusion therapy. Industrial Members shall receive publications and general communications of the Society, may attend meetings, but shall not be entitled to vote or hold elected office.
ARTICLE II-DUES
Dues for Active, Associate and Industrial Members shall be determined by the Board of Directors according to the needs of the Society. Dues shall be payable in advance. Charter Members, Honorary Members and Past Presidents shall not be subject to dues.
ARTICLE III-APPLICATIONS
Applications for members shall be prepared on a standard form and forwarded to the Society's National Office. Dues shall accompany the application.
ARTICLE IV-PERIOD OF MEMBERSHIP
The period of membership shall be one year. Dues are payable and due on the anniversary date of this period. Membership in the Society and the obligation for dues will continue unless a member's resignation received by the Society's National Office prior to the year for which dues have been paid or until officially notified that he or she is being removed for nonpayment of dues.
Any member in arrears of dues shall cease to be a member of the Society. Such a member may be reinstated as a member provided his or her arrears have been paid and/or payment of current membership dues is made.
ARTICLE V-EXPULSION
Membership in the Society shall be terminated automatically upon revocation or suspension of a member's professional nursing license. Any member may be expelled for illegal or improper professional conduct or for violation of the obligations of the Society's Constitution and Bylaws. No person shall be expelled unless he or she shall have been given due notice of the charges and shall have had an opportunity to be heard by the Board of Directors or, upon his or her request, by a committee appointed by the Board. All charges must be made in writing to the Board of Directors by at least two active members in good standing. The Board shall take such steps as may be necessary and fair to the accused to establish the accuracy of the charges. No person shall be expelled unless he or she shall receive for expulsion, unanimous vote cast at an Executive Session of the Board of Directors. Any member suspended or expelled may be reinstated by the affirmative vote of all members of the Board of Directors or the affirmative vote of two thirds of the members of the Society. In the event of inconsistent action by the Board of Directors and the members of the Society, the vote of the membership shall be decisive.
CHAPTER II-OFFICERS
ARTICLE I-OFFICERS
The officers shall be a President, President-Elect, Presidential Advisor, and Secretary-Treasurer.
ARTICLE II-DUTIES
The President shall be the principal elected official of the Society and will be so recognized at all Society affairs, programs and activities. He or she shall appoint, with approval of the Board of Directors, the Chairman and/or Directors of Committees except for the Chairman of the Nominations Committee and shall fill all vacancies except as otherwise provided. He or she shall be an ex officio member of all Society committees. The President shall be a member of the Board of Directors and shall serve as its Chairman. He or she shall prepare an address for presentation at the Annual Meeting of the Society during his or her term of office.
The Presidential Advisor of the Society shall be a member of the Board of Directors and shall serve as its Chairman in the absence of both the President and President-Elect.
The President-Elect shall perform the duties of the office of the President whenever the President shall be unable to do so. He or she shall be a member of the Board of Directors and shall serve as its Vice Chairman. The President-Elect shall prepare an address for presentation at the Annual Meeting of the Society at which he or she is to be installed as President.
The Secretary-Treasurer shall be a member of the Board of Directors and shall serve as Secretary of the Board of Directors. He or she shall present a financial statement to the Board of Directors and the members present at the Annual Meeting of the Society.
In addition, the Officers of the Society shall perform the duties usually assigned to such officers except as otherwise provided herein.
ARTICLE III-VACANCIES
If the President shall become unable to perform the duties of his or her office, the President-Elect shall succeed to office of the President. He or she also shall continue to serve as President for the subsequent Society year.
If both the President and the President-Elect shall become unable to perform the duties of their offices, the Board of Directors shall appoint a President pro tempore to serve for the remaining portion of the unexpired term. At the next conducted election, nominations shall be presented by the Committee on Nominations for the offices of President and President-Elect and an election conducted in accordance with provisions of these Bylaws.
If the Secretary-Treasurer becomes unable to perform the duties of his or her office, the Board of Directors is empowered to fill such vacancy until such time as a duly elected Secretary-Treasurer is installed.
CHAPTER III-BOARD OF DIRECTORS
ARTICLE I-COMPOSITION
The Board of Directors shall consist of the President, Presidential Advisor, President-Elect, Secretary-Treasurer, two At-Large Directors, and a Public Director. The Chief Executive Officer shall be a member ex-officio.
ARTICLE II-ELIGIBILITY
All Directors, except the Public Director, shall be Active Members of the Society and shall be currently involved in intravenous therapy. Charter Members may be members of the Board of Directors providing they meet the above qualifications.
ARTICLE III-ELECTION
The Public Director shall be selected by majority vote of the Board of Directors. For all other positions, the names of candidates, together with a brief review of their professional backgrounds, shall be mailed to every voting member of the Society after their nomination. The member shall indicate on the ballot his choice of candidate for the offices to be filled and return the same by mail. Ballots must be received by the Society within 30 days of the date printed on the ballot.
ARTICLE IV-COUNTING OF BALLOTS
Ballots shall be counted by a certified public accounting firm selected by the Board of Directors. A majority of ballots received will be the deciding factor in the election of candidates. Ties shall be broken by a second written ballot. The Nomination Chairman shall notify the President and Chief Executive Officer of the results of the election. The Nomination Chairman shall notify all candidates of the results of the election, and the results shall also be published in the official publication of the Society.
ARTICLE V-TERM
The President-Elect shall be elected for a term of one year. The President-Elect shall ascend successively to the office of the President and Presidential Advisor, serving for one year in each position. No President shall be elected as President-Elect at the end of his or her term of Presidential-Advisor. The Secretary-Treasurer shall be elected biannually for a term of two years. The Secretary-Treasurer may not serve more than two consecutive terms. The Directors-at-Large shall serve terms of two years, and may be elected for one additional term in that position. The Public Director shall serve a term of three years, and may serve additional terms. Directors' terms shall commence upon installation during the Annual Meeting of the Society, except for the Public Director, whose term commencement shall be as determined by the Board of Directors.
ARTICLE VI-VACANCIES
If a position on the Board of Directors shall become vacant, such office may be filled by the Board of Directors.
ARTICLE VII-MEETINGS
The Board of Directors shall meet prior to the Annual Meeting of the Society and at such other times as it may determine, or at the call of the Chairman, or upon application, in writing, of any three members of the Board of Directors.
ARTICLE VIII-QUORUM
A majority of the Board of Directors shall constitute a quorum.
ARTICLE IX-RESPONSIBILITIES
The Board of Directors shall have charged of the property of the Society and shall establish regulations for expenditure and investment of funds, and the signing of checks except where the execution thereof shall expressly be delegated by the Board of Directors or by these Bylaws or by statute to some other agent of the Society. The Board of Directors shall also have the authority to make contributions of Society funds, properties, or personnel to foundations or other organizations for research and educational activities of benefit to intravenous nursing. They shall make the policy decisions of the Society; the ultimate decision regarding the acts of committees; to act as a referral committee to which proposed resolutions and Constitution and Bylaw amendments shall be submitted prior to being presented to the membership; to accept on behalf of the Society grants, contributions, gifts, bequests, or devices to further the purpose of the Society; to do and perform all its functions not inconsistent with these Bylaws or with any actions taken by a majority of voting members; and shall report actions taken on major policy matters at the Annual Meeting.
ARTICLE X-DUTIES IN GENERAL
The duties of the Board of Directors shall be specified in the Bylaws and in policy as shall be adopted by the Society. Board of Directors shall have the authority to approve all policy decisions for the Society; to review the annual budget; to establish rules and procedures for the Society; to approve, modify or disapprove reports, resolutions or actions of officers or committees of the Society.
ARTICLE XI-REMOVAL
Any Director may be removed from office, if after due and proper hearing he or she is found guilty by that body of neglect of duty, illegal or improper professional conduct and violation of these Bylaws. Removal of a Director shall require a unanimous vote of the Board (not including the Director sought to be removed).
ARTICLE XII-COMPENSATION
Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Society in any other capacity and receiving compensation thereof.
ARTICLE XIII-INFORMAL ACTION BY DIRECTORS
Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
ARTICLE XIV-CHIEF EXECUTIVE OFFICER
SECTION 1-EMPLOYMENT
The Board of Directors shall employ an administrator, who shall have the title of Chief Executive Officer. He or she may either be a salaried employee, or an independent contractor retained on an annual fee basis. The terms and conditions of his or her employment shall be specified by the Board.
SECTION 2-SELECTION
The Chief Executive Officer shall be selected by a joint committee comprised of three Society Board members, in addition to two members of the Board of Directors of the Intravenous Nurses Certification Corporation. This committee shall act by unanimous vote.
SECTION 3-DUTIES
The Chief Executive Officer shall be the top staff executive of the Society. He or she shall manage and direct its business office and all of its business functions and activities.
The Chief Executive Officer shall be a non-voting, ex-officio member of the Board of Directors and of all Society committees.
He or she shall be responsible to the Board and otherwise perform the following duties:
1. Serve as executive and administrative head of this Society.
2. Serve as liaison between the Board of Directors and Committees.
3. Direct the activities of the Society in keeping with policies established by the Board of Directors in order that the objectives of the Society can be achieved effectively, economically and in a professional manner.
He or she shall also assume all such duties as any other Officer may be required to perform, but which under the provisions of these Bylaws may be delegated to the Chief Executive Officer.
SECTION 4-REMOVAL
The Chief Executive Officer may be removed by a joint committee of the Society and INCC, as further described in Section 2. A majority vote solely of the Society's portion of the joint committee as well as a majority vote of the entire committee is required for removal of the Chief Executive Officer. Removal shall be without prejudice to his or her contract rights, if any.
CHAPTER IV-COMMITTEES
ARTICLE I-COMMITTEES OF DIRECTORS
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one (1) or more committees, each of which may consist of one (1) or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Society; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing any member of such committee or any Director or Officer of the Society; amending articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another Society; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Society; authorizing the voluntary dissolution of the Society or revoking proceedings, therefore; adopting a plan for the distribution of the assets of the Society; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereof of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him or her by law.
ARTICLE II-OTHER COMMITTEES
Nomination Committee. The Chairman of the Nomination Committee shall be the immediate past Presidential Advisor. The duty of the Committee on Nominations shall be to nominate the candidates for the office of President-Elect, Secretary-Treasurer and Directors-at-Large, and to present the nominations to the Board of Directors for approval.
The Board of Directors will designate any other committees it deems appropriate, to report directly to the Board of Directors, except as otherwise provided for in the Bylaws.
ARTICLE III-DUTIES
Each committee shall have a Director or Chairman. All committees report to the Board of Directors. All resolutions, recommendations, reports, actions, and procedures shall be approved by the Board of Directors. General policy of the Society shall govern committees.
CHAPTER V-CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
ARTICLE I-CONTRACTS
The Board of Directors may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.
ARTICLE II-CHECKS, DRAFTS, ETC.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents, of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors.
ARTICLE III-DEPOSITS
All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE IV-GIFTS
The Board of Directors may accept on behalf of the Society any contributions, gifts, bequests or devices for the general purpose or for any special purpose of the Society.
CHAPTER VI-AFFILIATED LOCAL CHAPTERS
ARTICLE I-RESPONSIBILITIES
The Board of Directors may authorize the affiliation of Local Chapters consistent with the following rules.
Affiliated Local Chapters shall foster the objectives of the Intravenous Nurses Society. They shall promote established standards for intravenous nursing at the local level. Members of the Affiliated Local Chapter shall strive to implement the professional policies of the Society among themselves and in the institutions which they serve.
Affiliated Local Chapters are privileged to adopt officially professional policies of the Intravenous Nurses Society.
Affiliated Local Chapters may have the privilege of using the insignia of the Intravenous Nurses Society in accordance with guidelines established by the Board of Directors.
Affiliated Local Chapters may not adopt, publicize, promote or otherwise convey any policy or principle in the name of the Intravenous Nurses Society which has not been officially adopted by the Society. Acts of Affiliated Local Chapters shall in no way commit or bind the Society.
ARTICLE II-REQUIREMENTS FOR AFFILIATION
A Chapter must consist of at least ten (10) active members of the Society. All Chapter officers must be active Society members.
The Chapter shall submit annually to the Society a list of officers and membership, and the Chapter's Tax Identification Number. Chapter officers must be elected annually by the Chapter membership. Subsequent changes in officers shall be forwarded to the National Office of the Society.
The Constitution and Bylaws shall be approved by the Board of Directors of the Society. Any subsequent changes in the Constitution and Bylaws must be approved by the Board of Directors of the Society.
The formal application for affiliation shall be initiated by the President and Secretary of the Chapter and directed to the National Office of the Society, which will submit such applications to the Board of Directors of the Society for approval.
ARTICLE III-MEMBERSHIP
Membership in the Affiliated Local Chapter shall be as determined by that Chapter.
ARTICLE IV-DUES
Dues in Affiliated Local Chapters may be set at the discretion of the Board of Directors of the Chapter.
ARTICLE V-REPORTS
A list of current officers and members shall be sent to the National Office of the Society annually.
ARTICLE VI-DISSOLUTION
Affiliated Local Chapters failing to comply with the Bylaws and standing rules of this Society may be dissolved by the unanimous vote of the Board of Directors of the Society. Such action shall be taken after written notice of the proposed action pointing out the alleged violation.
ARTICLE VII-DEBTS
The Society shall not be liable for any debts of any Affiliated Local Chapter unless such debt is authorized by the Board of Directors of the Society.
CHAPTER VII-MEETINGS
ARTICLE I-ANNUAL MEETINGS
There shall be an Annual Meeting for the transaction of the affairs of the Society, together with such meetings of the Board of Directors and committees as may be authorized by the Board of Directors.
ARTICLE II-PROXIES
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact as acknowledged by a Notary Public or some other officer duly authorized to administer oaths. No proxy shall be valid after eleven months after the day of its execution, unless otherwise provided in the proxy.
CHAPTER VIII-PUBLICATIONS
ARTICLE I-OFFICIAL PUBLICATION
The Journal of Intravenous Nursing shall be the official publication of the Society. Original manuscripts shall be submitted to the Editor of the Journal. Manuscripts may be released on the approval of the Editor of the Journal.
ARTICLE II-EDITOR
The Editor of the Journal of Intravenous Nursing shall be appointed by the Chief Executive Officer and approved by the Board of Directors of the Society.
ARTICLE III-OTHER PUBLICATIONS
The Board of Directors of the Society may authorize the issuance of other publications.
CHAPTER IX-AFFILIATION
This Society may be affiliated with other healthcare organizations when such an affiliation is of benefit to the practice of intravenous nursing and the healthcare of the nation.
CHAPTER X-BOOKS AND RECORDS
The Society shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its members, Board of Directors and Committees and shall also keep at the registered or principal office, a record giving the names and addresses of the members entitled to vote. All books and records of the Society may be inspected by any member or his agent or attorney for any proper purpose after reasonable notice to the Chief Executive Officer in writing.
CHAPTER XI-SEAL AND INSIGNIA
ARTICLE I-SEAL
The Society shall have a circular seal with the words "Corporate Seal," "1981," "Commonwealth of Massachusetts" in the center, surrounded by the words, "Intravenous Nurses Society, Inc." arranged within the perimeter.
ARTICLE II-INSIGNIA
The Insignia shall consist of a blue hexagon and within a gold sunburst, and encircling the top of the sunburst shall be the inscription, "Intravenous Nurses Society" and within the sunburst shall be a blue droplet with "INS" inscribed vertically.
CHAPTER XII-WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Articles of Incorporation or the Bylaws of the Society a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
CHAPTER XIII-DISSOLUTION OF THE SOCIETY
The Board of Directors, acting by majority vote, may submit to the members of the Society a resolution to dissolve the Society. The vote of the members shall be by mail ballot, and a majority of the votes cast must be in favor of dissolution for the resolution to be adopted.
CHAPTER XIV-RULES OF ORDER
All Society business shall be governed by the latest edition of Robert's Rules of Order when they are not in conflict with the Constitution and Bylaws of the Intravenous Nurses Society.
CHAPTER XV-AMENDMENTS
Every proposition to alter or amend these Bylaws shall be submitted in writing to the Bylaws Chairman. These Bylaws may be altered, amended or changed by an affirmative vote of a majority of the members present at the Annual Meeting or by a majority of the members who have voted by mail ballot. If an article of this Constitution is amended at the Annual Meeting a notice of the proposed amendment shall be sent to the membership four weeks prior to the Annual Meeting. A majority of votes cast is required for approval.