BY-LAWS
THE NURSE PRACTITIONERS ASSOCIATION OF NEW YORK STATE, SYRACUSE CHAPTER
ARTICLE I – GENERAL
Section 1. Name. The name by which the Chapter shall be known and identified with shall be consistent with and reflect the “brand” of The Nurse Practitioner Association New York State (hereby known as “The Association” ) as established by its Board of Directors. The name is Nurse Practitioner Association New York State, Syracuse Chapter. Formerly known as The Coalition of Nurse Practitioners, Syracuse Chapter.
Section 2. Purpose. As a Charter member of The Association, The Chapter’s purpose shall include, but not be limited to faithfully supporting The Association in fulfillment of its’ mission, and to promote and encourage policies that are beneficial to The Association, the Chapter and the individual members thereof.
To promote the advancement of the Nurse Practitioner role.
To provide support for Nurse Practitioners and to facilitate networking between professionals.
To increase knowledge of health care professionals and the public regarding the role of the Nurse Practitioner.
To support educational and professional advancement of Nurse Practitioners.
To provide information, promote interest and promote active participation in legislative issue that will impact the practice of Nurse Practitioners.
To provide opportunities to educate health care consumers about health issues.
To identify trends in health care delivery and pursue opportunities to influence them.To provide opportunities for continuing education.
ARTICLE II - MEMBERS
Section 1. Categories of Membership. There shall be five categories of membership in The Chapter:
(a) ACTIVE MEMBER: Any Nurse Practitioner who holds or is eligible for Nurse Practitioner certification by the State of New York.
(b) STUDENT MEMBER: Any person seeking New York State certification as a Nurse Practitioner enrolled in a nurse practitioner program registered with the New York State Education Department or a program determined by the Board (i.e. out-of state program) to be equivalent to a registered program.
(c) HONORARY MEMBER: Any person who has made significant contributions to The Association and is approved by the Board as an Honorary Member.
(d) ASSOCIATE MEMBER. Any person who supports the purposes of The Association but does not otherwise qualify for membership and is approved b y The Board as an Associate Member.
(e) RETIRED MEMBER: Any retired nurse practitioner no longer gainfully employed as a nurse practitioner who supports the purposes of The Association and was an Active Member for two (2) calendar years prior to retirement.
Section 2. Dues. Dues shall be payable in an amount established by the Board of Directors of The Association. The membership of those who fail to pay their dues within one hundred and twenty (120) days after the first notice of such dues shall be removed from the active member role. The Association shall collect dues on behalf of all of its Chapters and forward dues it collects on behalf of each Chapter to an individual designated by the Chapter President on at least, a quarterly basis.
Section 3. Membership. All local Chapter Members shall also be Members of The Association in the appropriate category as determined under Section1 of this ARTICLE.
Section 4. Annual and Special Meetings of the Membership. The annual meeting of Chapter Members for the transaction of such business as may properly come before the meeting shall be held on such day as the Board may designate. Special meetings of the Chapter Members may be called by the Board or by the President of the Board. Special meetings of the Chapter Members shall be called by the Chapter President or the Chapter Secretary at the request in writing of a majority of the Board or at the request in writing by Active Members entitled to cast twenty (20) percent of the total number of votes entitled to be cast at such special meeting. Any such request shall be individually signed and dated and shall state the purpose or the purposes of the proposed special meeting. Upon receiving a proper written request, the Secretary or Chapter President shall promptly give notice of such special meeting within ten (10) business days. Business transacted at a special meeting shall be confined to the purpose(s) stated in the request and notice for such meeting.
Section 5. Annual Membership Meetings. Annual Membership meetings of the Chapter shall be held at least annually.
Section 6. Place of Meeting. Meetings of Chapter Members shall be held at such place within or without the State of New York as the Chapter Board or the Chapter President shall designate.
Section 7. Notice of Meetings of Members. Written or electronic notice of each annual, special or regular meeting of Chapter Members shall state the purpose or purposes for which the meeting is called, the place, date, and hour of the meeting, and, unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally, by confirmed email, or by United States First Class mail or by confirmed facsimile copy (hereinafter “delivery”) to each Member entitled to vote at such meeting delivered not less than ten (10) to fourteen (14) nor more than one-hundred twenty (120) days before the date set for the meeting in such notice. If mailed, the notice is given when deposited in the United States First Class mail, with postage thereon prepaid, directed to the Member at such Member’s address as it appears on the record of Members then held by The Association unless such Member shall have filed with the Secretary a request that notices intended for such Member be mailed to a different address, in which case it shall be directed to such Member at such other address.
Section 8. Waiver of Notice. Notice of meetings shall be deemed waived by either a Chapter Member submitting a signed waiver of notice to the Secretary or Chapter President either before or after the meeting, or by a Chapter Member attending the meeting without protesting the lack of due notice of such meeting prior to its conclusion.
Section 9. Quorum of Members. One hundred or one – tenth of the total number of Active Members on the date of the meeting, whichever is less, shall constitute a quorum for the transaction of any business at a meeting of the Chapter Members, except as otherwise provided by statute or these By-Laws. When a quorum is once present to hold a meeting, it is not broken by the subsequent withdrawal of any Member(s). The Members present at a properly commenced meeting may adjourn the meeting despite the absence of a quorum at the time of adjournment.
Section 10. Vote of Members. All action taken at a meeting of the Members shall be authorized by a majority of the votes cast. Active, Student, Honorary and Retired Members may attend meetings of the Members, but only Active and Retired Members shall be entitled to vote. The record date for Members entitled to vote at a meeting of Members shall be the date immediately preceding the date of the first delivery of notice of such meeting.
Section 11. Proxies. Every Member entitled to vote at a meeting of the Chapter Members may authorize another person to act for such Member by a duly executed written proxy on such form as approved by the Board of The Association and Chapter. Every proxy shall be signed by the Chapter Member and shall not be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.
Section 12. Action of Members Without a Meeting. Any routine action (such as the annual election of officers) that may be taken by vote of the Members may be taken without a meeting, on written consent, setting forth the action so taken, signed by all of the Members of the Chapter entitled to vote thereon.
ARTICLE III - BOARD OF DIRECTORS
Section 1. General. The property, business and affairs of the Chapter shall be vested in the Chapter and managed by a board of directors (heretofore referred to as the “Board”), which shall have all the powers and duties necessary or appropriate for the administration of the affairs of the Chapter as are permitted by law, and to the extent one exists, the Certificate of Incorporation of the Chapter. A reference to the “entire Board” shall mean the entire number of votes entitled to be cast at the relevant meeting of the Board.
Section 2. Number. For Chapters with Active Members of one hundred or fewer, the Board shall consist of at least three (3) members who shall each be Officers of the Chapter. For Chapters with Active Members greater than one hundred, the Board shall consist of at least five (5) individuals and include all Officers of the Chapter. Two members may share one position. The number of Active Members shall be determined as of the record date elections for directors are held by the Chapter.
Section 3. Election and Term. Each director shall serve until such director’s successor shall have been elected and qualified.
Section 4. Meetings.
(a) REGULAR BUSINESS MEETINGS: Regular business meetings of the Board shall be held at least two (2) times annually upon written notice to the directors at such time and place as the Board shall from time to time determine. At a regular business meeting held during the fourth quarter of the calendar year, the annual reports of officers and committees shall be presented. Any member may attend a regular meeting of the Board. Participation is at the discretion of the Chapter President.
(b) SPECIAL MEETINGS: Special meetings of the Board shall be limited to Board members and be held upon written notice to the directors and may be called by the Chapter President, at any time or by any director upon written request of not less than one-third of the Members of the Board. Such requests shall state the purpose or purposes of the proposed meeting. Business transacted at special meetings shall be confined to the purpose or purposes stated in the notice of the meeting.
Section 5. Place of Meetings. The Board shall hold its meetings at the principal office of the Chapter or at such other places, either within or without the State of New York, as it or the Chapter President may from time to time determine.
Section 6. Notice of Meetings of the Board. Written notice of any regular or special meeting of the Board, stating the place, date, time, and purpose(s) for which the meeting is called, shall be given either personally, by facsimile or other electronic transmission, or by mail to each director not less than ten (10) business days before the meeting. If mailed, notice is given when deposited in the United States First Class mail directed to the director at such director’s address as appears in the Chapter’s records, or, if such director or any Chapter shall have with the Secretary a written request that notices be mailed to such director at some other address, then directed to such director at such other address.
Section 7. Waiver of Notice. Notice of a regular or special meeting shall be deemed waived under any of the following conditions: (a) the director has submitted a signed waiver of notice to the Secretary of the Chapter either before or after the meeting; (b) the director attends the meeting without protesting the lack of due notice of such meeting prior to or at the commencement of the meeting.
Section 8. Quorum and Vote. Except as otherwise required by law or, to the extent that one exists, in the Certificate of Incorporation or in these By-Laws: (a) a quorum for the transaction of business at such meeting shall exist when at least three (3) votes of the Board entitled to vote at the relevant meeting are present; (b) when a sufficient number of Board members is present to constitute a quorum, the quorum is not broken by the subsequent withdrawal of any members of the Board prior to adjournment of such meetings; except that when only a minimum number of votes are present to constitute the quorum, the quorum shall be broken by the subsequent withdrawal of any members of the Board; and (c) as long as a majority of the quorum approves an action, the action is valid notwithstanding withdrawal of any members of the Board to a level less than a quorum.
