BYLAWS OF MASSACHUSETTS STATE COUNCIL OF THE EMERGENCY NURSES ASSOCIATION, INC.
Section I. NAME, PURPOSE, LOCATION, CORPORATE SEAL AND FISCAL YEAR
1.1 Name and Purposes
The name and purposes of the Corporation shall be as set forth in its articles of organization and in accordance with the Bylaws and Procedures of the Emergency Nurses Association, an Illinois not-for-profit corporation (the “Association”).
The principal office of the Corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in the articles of organization of the corporation. The State Councilors may change the location of the principle office in the Commonwealth of Massachusetts effective upon filing a certificate with the Secretary of the Commonwealth.
1.3 Corporate Seal
The State Councilors may adopt and alter the Seal of the Corporation.
1.4 Fiscal Year
The fiscal year of the corporation shall, unless otherwise decided by the State Councilors, end on December 31st of each year.
The personal pronoun “he” or possessive pronoun “his” when appropriate, shall be construed to mean “she” or “her” and the personal pronoun “she” or possessive pronoun “her”, when appropriate, shall be construed to mean “he” or “his”.
Section II. MEMBERS
The members of the Corporation shall consist of those individuals who are current National members of the Association and who express a desire in being a member of the corporation.
Each member shall remain a member during the time that he is a National member or until he sooner dies, resigns, is removed, or becomes disqualified.
2.3 Powers and Rights
In addition to the right to elect State Councilors as provided in Section 3.2 and Officers in Section 4.2 and other powers and rights as are vested in them by law, the articles of organization or these bylaws, the members shall have such powers and rights as the State Councilors may designate.
2.4 Annual Meeting
The annual meeting of the members shall be held before the General Assembly of the National Association Notice of the state annual meeting shall be given to all members at least fourteen (14) days before the date of such meeting. If the annual meeting is not held as herein provided, a special meeting of the members may be held in place thereof with the same force and effect as the annual meeting, and in such case all references in these bylaws, except in this Section 2.4, to the annual meeting of the members shall be deemed to refer to such special meeting. Any such special meeting shall be called and notice shall be given as provided in Sections 2.6 and 2.7
2.5 Regular Meetings
Regular meetings of the members may be held at such places and at such times as the State Council may determine.
2.6 Special Meetings
Special meetings of the members may be held at any time and at any place. Special meetings of the members may be called by the President or by State Councilors, and shall be called by the Secretary, or in the case of death, absence, incapacity or refusal of the Secretary, by any other officer, upon written application of members representing at least ten (10) percent of the smallest quorum of members required for a vote upon any matter at the annual meeting of members.
2.7 Notice of Meetings
A notice of each meeting of members, stating the place, date and time, and the purposes of the meeting, shall be given at least seven (7) days before the meeting to each member entitled to vote thereat and to each other member, who by law, by the articles of organization or by these bylaws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, electronic mail, or by mailing it, postage prepaid, addressed to such member at his address as it appears in the records of the corporation. Whenever notice of a meeting is required, such notice need not be given to any member if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting.
At any meeting of the members, twenty (20) or more of the members (whether present in person or duly represented) and entitled to vote on action proposed at the meeting shall constitute a quorum, except when a larger quorum is required by law, by the articles of the organization, or these bylaws. Any meeting may be adjourned to such date or dates not more than ninety (90) days after the first session of the meeting by a majority of the votes cast upon question, whether or not a quorum is present, and the meeting may held as adjourned without further notice.
2.9 Action by Vote
Each member shall have one (1) vote. When a quorum is present at any meeting, a majority of the votes properly cast by members present in person or duly represented shall decide any question, including the election to any office, unless otherwise provided by law, the articles of the organization or these bylaws.
Members may vote either in person or by written proxy dated not more than six (6) months before the meeting therein, which proxies shall be filed before being voted with the Secretary or other person responsible for recording the proceedings of the meeting. In addition to authorizing a named individual to vote on all subjects that come before a meeting, through a proxy a member may vote for or against the proposed State Councilors. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.
Section III. STATE COUNCILORS
The affairs of the corporation shall be managed by the Board of Directors, known as the State Council, which is composed of directors, known as State Councilors, who shall have and may exercise all the powers of the Corporation, except those powers reserved to the members by law, the articles of organization or these bylaws.
3.2 Numbers and Election
The members annually at their annual meeting shall fix the number of State Councilors at not less than ten (10) and not more than thirty (30), and shall elect the number of At-Large State Councilors so fixed from among the members. The election of State Councilors shall attempt to represent all geographic and professional interests of members of the corporation.
Each State Councilor shall hold office from January 1st to December 31st for two (2) years following their election and until her successor is elected and qualified, or until she soon dies, resigns, is removed or becomes disqualified.
3.4 Regular Meetings
The State Councilors shall meet at least four (4) times per year either in person or electronically. The State Councilors shall meet annually immediately following the annual meeting of the members. Other regular meetings of the State Councilors may be held at such places and at such times as the State Councilors may determine.
3.5 Special Meetings
Special meetings of the State Councilors may be held at any time and at any place when called by the President or by three (3) or more State Councilors.
3.6 Notice of Meetings
Notice of time and place of each meeting of the State Councilors shall be given to each State Councilor by mail or electronic mail at least ten (10) days or by telegram at least forty-eight (48) hours before the meeting addressed to her at her usual or last known business or residence address or in person or by telephone at least twenty-four (24) hours before the meeting. Whenever notice of a meeting is required, such notice need not be given to any State Councilor if a written waiver of notice executed by her (or her attorney thereunto authorized) before or after the meeting is filed with the records of the meeting, or to any State Councilor who attends the meeting without protesting prior thereto or at its commencement the lack of notice to her. Neither such notice or waiver of notice need specify the purposes of the meeting, unless otherwise by law, the articles of organization or these bylaws, or unless there is to be considered at the meeting (i) contracts or transactions of the corporation with interested persons, (ii) amendments to these bylaws, or (iii) removal or suspension of a State Councilor.
At any meeting of the State Councilors a majority of the State Councilors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
3.8 Action by Vote
When a quorum is present at any meeting, a majority of the State Councilors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the articles of organization, or these bylaws. State Councilors may not vote by proxy.
3.9 Action by Writing
Any action required or permitted to be taken at any meeting of the State Councilors may be taken without a meeting if all State Councilors consent to the action in writing and the written consents are filed with the records of the meeting of the State Councilors. Such consents shall be treated for all purposes as a vote at a meeting.
3.10 Presence through Communications Equipment
Unless otherwise provided by law or the articles of organization, State Councilors may participate in a meeting of such State Council by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Section IV. OFFICERS AND AGENTS
4.1 Numbers and Qualification
The officers of the corporation shall be a President, President-elect or Immediate Past President, Treasurer, Secretary and other such Officers, if any as the State Councilors may appoint. An officer is a State Councilor for the duration of his tenure. The Secretary shall be a resident of Massachusetts unless the corporation has a resident agent duly appointed for the purpose of service of process. A person may hold more than one (1) office at a time. Candidates for the office of president-elect will have served for a minimum of one year (current or within the past three (3) years) on the MA ENA Board of Directors. If required by the State Councilors, any officer shall give the corporation a bond for the faithful performance of his duties in such amount and with such surety or sureties as shall be satisfactory to the State Councilors.
The President-elect and Treasurer shall be elected in odd years and the Secretary shall be elected in even years, by members. The election shall take place prior to October 1st. Other officers, if any, may be elected by the State Councilors at any time. Electronic ballots will be sent via e-mail to all MA ENA members. Further, the ballots will be available in the June edition of the MA ENA newsletter, MENU.
The President, Treasurer, and Secretary shall hold office for two (2) years from January 1 to December 31 in the following year. The President-elect and the Immediate Past President shall hold office for one (1) year in alternate years from January 1 to December 31. The Secretary and Treasurer may each serve two (2) consecutive terms, unless no new candidates apply to run and they are willing to remain in their positions. All tenure shall be as above or until a successor is chosen and qualified.
4.4 Presidents and Vice Presidents
The President shall be the chief executive officer of the corporation, and subject to the control of State Councilors, shall have general charge and supervision of the affairs of the corporation. The President shall preside at all meetings of the members and the State Council in Accordance with Robert’s Rules of Order. The Vice President or Vice Presidents, if any shall have duties and powers as the State Councilors shall determine.
The President-elect shall succeed to the office of President at the expiration of the President’s term. In the event the office of President becomes vacant, the President-elect shall serve as president for the balance of his predecessor’s term as well as for the entire term for which he was elected. The President-elect shall perform any duties assigned to him by the President and shall have and may exercise all the powers and duties of the President during the absence of the President or in the event of his inability to act.
The Treasurer shall be the chief financial officer and the chief accounting officer of the corporation. She shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. She shall also be in charge of its books of account and accounting records, and of its accounting procedures. It shall be the duty of the Treasurer to prepare or oversee all filings required by the Commonwealth of Massachusetts, the Internal Revenue Service and other federal or state agencies. She shall have such other duties and powers as designated by the State Council or the President.
The Secretary shall record and maintain electronic records of all proceedings of the members and State Councilors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the corporation or at the office of its Secretary or of its residence agent and shall be open at all reasonable times to the inspection of any member. Such documentation shall also contain the original, or attested copies, of the articles of organization and bylaws and names of all members or State Councilors and the address of each. If the Secretary is absent from any meeting of the member or State Councilors, a temporary Secretary chosen at the meeting shall Exercise the duties of the Secretary at the meeting.
4.8 Board of Directors
Five (5) members will be elected to the Board of Directors and shall serve a term of two (2) years. Terms shall be staggered (three (3) directors will be elected one (1) year and two (2) directors the following year). These individuals share the active support of Chapters and committees, as well as other activities designated by the State Council and/or President.
Section V. RESIGNATIONS, REMOVALS, AND VACANCIES
5.1 Suspension or Removal
A State Councilor may be suspended or removed with cause by the vote of a majority of the members. A State Councilor may be suspended or removed with cause by the vote of a majority of State Councilors. An officer may be suspended or removed with cause by vote of a majority of the State Councilors. A State Councilor or officer may be removed for cause only after a reasonable notice and opportunity to be heard before the body proposing to remove him. A member may be removed only in accordance with the Association’s bylaws.
Any member, State Councilor, or officer may resign at any time by delivering his written resignation to the President, Treasurer, or Secretary of the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
Any vacancy in the State Council may be filled by the members, or in the absence of member action to fill such a vacancy, by the State Councilors by vote of a majority of the State Councilors. The State Councilors shall elect a successor if the office of the President, Treasurer or Secretary becomes vacant in a year in which there is no President-elect. Each successor shall hold office for the unexpired term. The State Councilors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
Section VI. COMMITTEES and DELEGATES TO ASSOCIATION’S GENERAL ASSEMBLY
6.1 Standing and Special Committees
Committees of the State Council shall be standing or special. Standing committees shall be an Executive Committee, a Trauma Nursing Committee, a Government Affairs Committee, a Nursing Practice Committee, a Membership Committee, a Pediatric Nursing Committee, and a Fundraising committee. Other than the Executive Committee the standing committees shall be activated, and committee members appointed, based upon the needs of the corporation as determined annually by the State Council. The State Council may authorize special committees with powers and duties, as it may deem advisable.
6.2 Committee Make-up
Committee chair – except as more specifically provided in these bylaws, the committee chair shall be appointed by the President for a term of two (2) year and may not serve more than two (2) consecutive terms as chair if there are no other candidates and the president reappoints
Committee members – All committee members must be members of The Emergency Nurses Association (ENA) upon resignation of a committee member, the President or committee chair may appoint a replacement committee member to complete the departing member’s unexpired term. The President or her designee shall be an ex officio member, with vote, of all standing committees. Any member of a committee may resign at any time by giving written notice to the chair of the committee or to the Secretary. Such resignation, shall take effect on the date of receipt or any later time specified in it. The President may, with prior approval of the Executive Committee, remove any member of a committee.
6.3 Committee Meetings
Meetings of a committee may be called by the President, the chair of the committee, or a majority of the committee’s members. Each committee shall meet as often as necessary to perform its duties except when frequency of meetings is specified in these bylaws. Notice may be given at any time and in any manner reasonably designed to inform the members of the time and place of the meeting. At a committee meeting a quorum shall be a majority of the members of the committee. Each committee meeting shall have an agenda and report to the state council of meetings activity from their committees. Except as otherwise from time to time provided by these bylaws or ordered by the State Council, each committee may hold meetings and exercise its powers and duties in accordance with such rules and procedures as may from time to time be determined by it and of which copies are furnished to the State Council. Each committee shall keep regular minutes and other records of its actions and shall submit the same to the next succeeding meetings of the committee and of the State Council.
6.4 Executive Committee
Between meetings of the State Council, its powers and duties, except as otherwise provided in these bylaws or as specified in Section 55 of G.L. chapter 156B, may be exercised by an Executive committee consisting of the President, President-elect or Immediate Past President, Treasurer, Secretary and Directors at large. Each year, the Executive committee At-Large member shall be chosen by the State Council from the newly elected At-Large State Councilors at the first meeting following the annual meeting of the members. The President shall preside at all meetings of the Executive committee, but in his absence from any meeting, the President-elect or Immediate Past President shall preside.
6.5 Delegates to Association’s General Assembly:
The number and qualifications for delegates to the Association’s General Assembly shall be determined by the Bylaws and Standard Operating Procedures of the Association. Delegates will be selected by the members in accordance with the Association’s Bylaws and Standard Procedures.
Section VII. EXECUTION OF PAPERS
Except as the State Councilors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted, or endorsed by the corporation shall be signed by the President or Treasurer. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the corporation by two (2) of its officers, of whom one is the President or President-elect, and the other is the Treasurer, shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the articles of organization, bylaws, resolutions or votes of the corporation.
Section VIII. NO PERSONAL LIABILITY
The members, State Councilors, and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may have otherwise become due or payable to them from the corporation.
Section IX. INDEMNIFICATION
The corporation shall, to the extent legally permissible and insofar as its status as an organization exempt under Section 501 (c)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its members, State Councilors, and officers against all liabilities and expenses including amounts paid in satisfaction of judgments in compromise or as fines or penalties and counsel fees, reasonably incurred by her in connection with the defense or disposition of any action, suit, or other civil proceeding in which she may be involved or with which she may be threatened by reason of her being or having been such member, State Councilor, or officer except as provided in the following Sections 9.2 and 9.3. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any member, State Councilor, or officer may be entitled by contract or otherwise under law. As used herein the terms “member”, “State Councilor”, and “officers” shall include their respective heirs, executors, and administrators.
There shall be no such indemnification with respect to any matter as to which the member, State Councilor, or officer shall in any proceeding have been adjudicated not to have acted in good faith in the reasonable belief that her action was in the best interest of the corporation.
As to any matter disposed of by a compromise payment by such member, State Councilor, or officer, pursuant to a consent decree or otherwise, no indemnification (a) by a disinterested majority of the State Councilors then in office or (b) by a majority of the disinterested State Councilors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such a member, State Councilor, or officer, appears to have acted in good faith in the reasonable belief that her action was in the best interest of the corporation or (c) by a majority of the disinterested members of the corporation. As used herein a “disinterested” State Councilor or member is one against whom neither the proceedings in question nor another proceeding on the same or similar grounds is then pending.
Expenses, including counsel fees, reasonably incurred by any such member, State Councilor, or officer, in connection with the defense or disposition of any such action, suit or other proceeding, may be paid by the corporation from time to time in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the corporation the amounts so paid if her shall be adjudicated to be not entitled to indemnification under Section 6 of chapter 180 of the General Laws.
Section X. CONFLICT OF INTEREST
No State Councilor or officer shall have an undisclosed conflict of interest with the corporation. Any conflict of interest on the part of any State Councilor or officer shall be disclosed to the other State Councilors and made a matter of record when any matter to which the interest relates becomes the subject of action by the State Council. Any State Councilor having a conflict of interest with respect to any matter shall neither vote nor use his personal influence on the matter, and such State Councilor or officer shall not be counted in determining the quorum for any action on such matter. No State Councilor or officer shall be interested, directly or indirectly, in any contract relating to the operations conducted by the corporation, nor in any contract for furnishing supplies or services there to, unless authorized by these bylaws or by concurring vote of two-thirds of the State Councilors present and voting thereon.
Section XI. AMENDMENTS
These bylaws may be altered, amended, or repealed at any annual or special meeting of the members, notice of which shall specify the subject matter of the proposed alteration, amendment or repeal of the sections to be affected thereby, by a two-thirds vote of the members present or duly represented. No alteration, amendment or repeal of these bylaws shall be effective without the prior written approval of the Association’s Board of Directors or such committee or individuals to whom such authority has been delegated by the Board of Directors.
Revised 5/16, approved by member vote 4/6/2016 at 1820 quorum of 22 members present