Massachusetts Chapter, International Nurses Society on Addictions Inc. (MA IntNSA)
CONSTITUTION AND BYLAWS
Article I -Mission
To advance excellence in nursing care for the prevention and treatment of addictions for diverse populations across all practice settings through advocacy, collaboration, education, research and policy development.
Article I - Membership
Section 1: Regular Membership: Active membership shall be open to registered nurses who are concerned with or engaged in the practice of addictions nursing. Active members may vote and hold office.
Section 2: Associate Membership: Associate membership shall be open to licensed practical/vocational nurses who are concerned with or engaged in the practice of addictions nursing. Associate members may not vote or hold office.
Section 3: Student Membership: Student membership shall be open to individuals who are enrolled in a nursing education program. Student members may not vote or hold office.
Section 4: Affiliate Membership: Affiliate membership shall be open to persons who are concerned with or entities who are concerned with addictions nursing as the board of directors may determine. The board of directors will determine the dues for affiliate members. Affiliate members may not vote or hold office.
Section 5: Membership: The board of directors will determine the inclusion of any additional categories of membership as determined necessary.
Article II - Finances
Section 1: Dues: The board of directors shall establish dues. Currently, the suggested minimum annual dues are $25.00.
Section 2: Fiscal Year: The fiscal year of MA IntNSA runs from July 1 to June 30.
Section 3: Auditing: The accounts of MA IntNSA shall be audited or reviewed annually by a certified public accountant selected by the board of directors, and the report of the audit or review shall be submitted to the membership of IntNSA.
Section 4: Checks, Drafts, Etc.: All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the chapter shall be signed by such officers or agents of the chapter and in such manner as shall from time to time be determined by resolution of the board of directors.
Section 5: Deposits: All funds of MA IntNSA shall be deposited from time to in such banks, trust companies or other depositories as may be selected by any one or more officers of the board of directors.
Article III - Board of Directors
Section 1: Composition and Qualifications: There shall be a board of directors, composed of the president, president elect, secretary and treasurer and two or three (2-3) at large directors.
Section 2: Authority and Responsibility: The governing body of the chapter shall be the board of directors.
Section 3: Meetings: The board of directors shall collectively conduct business at least two (2) times per year. The president shall call the meetings of the board of directors, or the secretary shall arrange a meeting of the board of directors at the request of the president or any officer acting temporarily for the president.
Section 4: Quorum: At any meeting of the board of directors, no fewer than four (4) voting members of the board of directors, including at least two (2) officers, shall constitute a quorum for the transaction of business of the chapter and any such business thus transacted shall be valid.
Article IV - Officers
Section 1: Officers: The officers of the chapter shall be a president, president elect, secretary and treasurer.
Section 2: Terms of Office:
President: The president shall serve one (1) two-year term as the chief executive officer of the chapter and shall in general supervise and control the affairs of the chapter. The president shall preside at all meetings.. The president may sign with the secretary, treasurer or any proper officer of the chapter authorized by the board of directors, any deeds, mortgages, contracts or other instruments which the board of directors has authorized to be executed.
President Elect: The president elect shall be elected and serve one (1) two year-term. The president-elect, in the absence of the president, shall exercise the powers of the president. The president elect shall perform such duties as may be assigned by the president. These duties shall be such as to allow the president elect to acquire a thorough understanding of the business of MA IntNSA and the duties of the office of the president.
Secretary: The secretary will be eligible for two (2) consecutive two-year terms. The secretary shall keep an accurate record of all meetings and shall provide the minutes of the last official meeting for approval of the membership. The secretary shall preserve records, documents and correspondence and assure that they are properly archived, shall cause notice to be given of all meetings and shall perform all other duties incident of the office of secretary as assigned.
Treasurer: The treasurer will be eligible for two (2) consecutive two-year terms. The treasurer shall be the custodian of the chapter's funds. This person shall ensure that all monies designated for MA IntNSA are appropriately deposited. In accordance with the budget adopted by the board of directors, this person shall approve distribution of the funds of the chapter. At least once a year the treasurer shall provide an accurate accounting of all transactions and the budget for the next fiscal year.
Section 3: Officer Vacancies and Officer Removal.
Officer Vacancies: Vacancies in any elected office may be filled for the balance of the term thereof by the board of directors at any regular or special meeting. Any officer may resign at any time by giving thirty (30) days written notice to the president.
Officer Removal: The board of directors may remove, by at least a vote of four (4) of its members in favor, any officer from office for cause whenever, in their judgment, the best interests of the chapter would be served thereby according to the process defined in Roberts Rules of Order Newly Revised.
Section 4: Officer Qualifications: Any regular member in good standing is eligible for nomination and election to any of the offices, providing said member has been elected by the membership.
Article V - Elections
Section 1: A majority is sufficient to elect the board of directors.
Section 2: The board of directors is voted in by a majority at the last business meeting prior to the completion of their terms.
Article VI - Meetings
Section 1: There shall be a business meeting of the chapter at such time and place as determined by the board of directors not less than annually. Generally, the last meeting prior to the end of the fiscal year will be the business meeting.
Section 2: Special meetings of the chapter may be called by the board of directors at any time, or shall be called by the president upon receipt of written request by one-third (1/3) of the members, within thirty (30) days after filing of such request with the president. The business to be transacted at any special meeting shall be stated in notice thereof and no other business may be considered at that time.
Section 3: Notice of Meetings: Any change in the prescheduled meeting dates will be communicated to the membership via email as early as possible, at least 1 week in advance of the meeting.
Section 4: Voting: At all meetings of the chapter, each voting member shall have one (1) vote and may take part and vote in person only. Unless otherwise specifically provided by these bylaws, a simple majority of those active members present at a meeting at which a quorum is present shall govern.
Section 5: Quorum of Members: A quorum shall consist of a simple majority of those voting members present at an annual meeting or special meeting of the members.
Section 6: Parliamentary Authority: Robert's Rules of Order Newly Revised shall govern meetings of MA IntNSA unless otherwise specified.
Article VII - Committees
Section 1: Chairs: Committee chairs shall be appointed by the president. The chairs shall select their own committee members unless otherwise specified. All committees report to the board of directors at least annually.
Section 2: Finance Committee: The finance committee shall consist of the treasurer as chair and at least two (2) other members. The committee shall counsel with the president on the annual budget of CCAN and prepare recommendations for the board of directors by the first meeting of the coming fiscal year.
Section 3: Ad Hoc Committees: The president shall appoint ad hoc committees to provide for a limited or continual service to the chapter.
Article VIII - Chapters
Section 1: All MA IntNSA officers shall be members of IntNSA.
Section 2: MA IntNSA members are encouraged to become members of IntNSA but this is not a requirement for chapter membership.
Article IX - Contracts
The board of directors may opt to enter into a contract or to execute and deliver any instrument in the name of the chapter and such authority may be general or confined to specific instances.
Article X - Books and Records
The chapter shall keep correct and complete books and records of minutes of accounts and also shall keep minutes of the proceedings of its meetings.
Article XI- Amendment of the Bylaws
Section 1: Proposed Amendments: Proposed amendments to the bylaws or Articles of Incorporation shall take place via a ballot, to all active members, sent electronically to the last known email address of each member not less than thirty (30) days before the date of the annual meeting.
Section 2: Notification of adopted amendments will be furnished to all MA IntNSA members via email and posted on the official CCAN website.
Article XII - Dissolution
Upon dissolution of the chapter, consistent with the Articles of Incorporation, all of MA IntNSA assets shall be paid over or transferred to IntNSA.
Article XIII - No Discrimination
The chapter shall not discriminate against anyone on the basis of race, color, creed, age, national origin, gender, sexual orientation, religion or handicap.
Article XIV - Conflict of Interest
Section 1: A conflict of interest is deemed to exist when an agent, officer or director of the corporation has a direct or indirect interest in any contract relating to operations of the corporation. The fact and nature of such interest shall be fully disclosed in writing to the president prior to the meeting in which action may be taken on the matter. Such interest shall again be disclosed to the director present during the meeting and the interested director may not participate in the authorization of the matter in question. The interested director cannot be counted for the purpose of establishing a quorum. Should an issue arise during a meeting, the agent, officer or director in question will immediately and publicly identify the conflict of interest or apparent conflict of interest to the body and refrain from any participation in any discussion of or voting on that issue.
Section 2: No part of the income, earnings or other assets, if any, of the chapter shall inure to the benefit of any officer or director of the chapter either during the life of the chapter or upon the dissolution thereof.