BY-LAWS
THE NURSE PRACTITIONERS ASSOCIATION OF NEW YORK STATE, SYRACUSE CHAPTER
(continued)
Section 9. Presumption of Assent. A director who is present at the meeting of the Board in which action on any matter shall be taken shall be presumed to have entered into the action unless such director votes against such action or expressly abstains from voting.
Section 10. Chapter President. At all meetings of the Board, in the absence of the Chapter President, an acting President shall be chosen by the Board to preside unless the President has so designated an Officer to preside in his or her absence and made that known to the Secretary of the Chapter.
Section 11. Action of Directors Without a Meeting. Any action required or permitted to be taken by the Board or any Committee thereof may be taken without a meeting if all of the members of the Board or Committee consent in writing to the adoption of a resolution authorizing the action.
Section 12. Resignation. A director may resign from the Board at any time by presenting to the Chapter President a written letter of resignation. Such letter shall be presented to the Board by the President at the next meeting of the Board following receipt of such letter. Such resignation shall be effective upon receipt by the President unless otherwise specified in the letter of resignation. The acceptance of a resignation shall not be necessary to make it effective; however, no resignation shall discharge any accrued obligation or duty of a director.
Section 13. Removal. Any director may be removed for cause at any time by a vote of a majority of the entire Board at any meeting, provided that notice of the proposed resolution to remove the director has been stated in the notice of the meeting. For purposes of this Article, “for cause” shall include but not be limited to the following: (1) a material and substantial failure of a director to perform the duties and responsibilities of a director; (2) conviction of a felony or misdemeanor which reasonably could be considered contrary to the best interests of The Association or renders the director unfit or unable to perform the duties and responsibilities of a director; or (3) commission of any unambiguous act of dishonesty or disloyalty toward the Chapter or The Association. The Board shall consult an attorney or The Association’s Legal Counsel prior to taking any action to remove a Board member.
ARTICLE IV - OFFICERS
Section 1. Number. The Officers of the Chapter shall at least consist of a President, Secretary, and Treasurer. All Officers shall be Active Members and elected to the position, except for any vacancies during an Officer’s term as specified under Section 3 of this ARTICLE.
Section 2. Election and Term. The Board shall recruit and recommend to members entitled to vote pursuant to Article II, Section 1 of these bylaws, candidates who have the professional expertise and/or experience required to fulfill the functioning of office as specified under Section 4 of this ARTICLE. The election of Officers of the Chapter shall be by the Active Members at a time and place designated by the Board of Directors of the Chapter. Each elected Officer shall hold office for a specified term and until such officer's successor has been elected and qualified, or until the Officer resigns or is removed in the manner hereinafter provided. The term of office shall commence on a date to coincide with the beginning of the calendar year following the annual election of Officers. Officers shall deliver all records, documents and other pertinent materials to their successor within two (2) weeks of the expiration of their term or termination of office.
Section 3. Vacancies. In the event of the death, resignation or removal of an elected Officer, the Chapter shall hold a special election to appoint a successor to fulfill the unexpired term. The special election shall be held within 60 days of the vacancy.
Section 4. General Duties and Responsibilities
(a) CHAPTER PRESIDENT: The President shall have responsibility for the supervision of the business and affairs of the Chapter subject to the direction of the Board. S (he) shall appoint standing committee Chairs subject to the approval of the Board, and shall appoint special committees as deemed necessary. S (he) shall function as President of the Board and preside at all meetings of the Members, the Board and the Executive Committee. The President shall perform all the duties usually incident to the office of President and shall be, ex officio, a voting member of all Committees. The President shall serve as the Chapter Liaison to the Regional Representative of the Association to communicate and coordinate all relevant information and activities of the Chapter, except that s (he) may designate an individual member from the Chapter to fulfill this function and responsibility. The President shall also appoint a Grassroots Legislative Coordinator as well as a Membership Coordinator for the Chapter to assist The Association and its respective Committees on all relevant activities at the Chapter level.
(b) PRESIDENT ELECT: The President Elect shall serve as a member of the Executive Committee and will assume the office of president for the year following the term of President Elect. This officer serves as an advisor to the Public Relations committee and ex-officio to all committees except the Nominating committee, and arranges monthly meetings, locales and speakers.
(c) SECRETARY: The Secretary shall attend all meetings of the Board, Chapter, and, to the extent one exists, its Executive Committee, and record and make available to The Association, all votes and minutes of all proceedings thereof in a book to be kept for that purpose; give or cause to be given notice of all special meetings of the Board and all other notices required by law or by these By-Laws; keep all the corporate books and legal records of the Chapter as required by law or otherwise in a proper and safe manner; and perform all duties incident to the office of Secretary and such other duties as from time to time may be prescribed by the Board or the Chapter President.
(d) TREASURER: The Treasurer shall have the custody of the corporate funds, securities, evidences of indebtedness and other valuable documents; keep full and accurate accounts of receipts and disbursements in the corporate books. The Treasurer disburses the funds of the Chapter as may be ordered or authorized by the Board and preserves proper vouchers for such disbursements; renders to the Chapter President and Board at the regular business meetings of the Board, or whenever they require it, an account of all transactions as Treasurer and of the financial condition of the Chapter. The Treasurer shall render a full financial report at the annual meeting of the Chapter as well as provide a copy to The Association to incorporate into its Annual Report. The Treasurer may request and be furnished with such reports and statements as such Treasurer may require as to all financial transactions of the Chapter. The Treasurer shall perform such other duties as from time to time may be prescribed by the Board or the Chapter President. The Treasurer shall preside over all Finance Committee functions.
ARTICLE V - COMMITTEES
Section 1. Board Committees. The Chapter President may establish Committees of the Chapter as needed and may appoint the Members thereof.
ARTICLE VI - STATE LEVEL BOARD PRESENTATION
Section 1. Regional Representative. The Chapter shall be represented on The Association’s Board of Directors through a Regional Representative or its Alternate, who shall be duly elected by all Active Members of the Chapter entitled to vote therein and in accordance with ARTICLE II, Section 1 of these By-laws, except that initial appointments beginning January 1, 2004, will be made by The Association Board of Directors in accordance with ARTICLE V, Section 4 of The Association By-Laws.
ARTICLE ViI - FISCAL MANAGEMENT
Section 1. Fiscal Year. The fiscal year of the Chapter shall coincide with the fiscal year of The Association if possible.
Section 2. Books and Accounts. The books and accounts of the Chapter shall be kept under the direction of the Treasurer in accordance with generally accepted accounting practices.
Section 3. Audit Report. At the close of every fiscal year coinciding with the end of the Treasurer’s term of office, the books and records shall be audited and/or reviewed by a Certified Public Accountant, in accordance with generally accepted accounting practice. The results will be delivered to The Association within 60 days of the close of the fiscal year.
ARTICLE ViII - BY-LAW CHANGES
The By-Laws may be adopted, amended or repealed by no less than fifteen (15) percent of the Chapter members entitled to vote, provided notice of the meeting and of the proposed action shall have been given inaccordance with ARTICLE II, Section 7 of these By-Laws. Upon approval, these By-Laws shall immediately takeeffect. All Chapter By-Laws shall be compatible with The Association’s By-Laws as determined by TheAssociation’s Board.
ARTICLE IX - DISSOLUTION
The Chapter may be dissolved by the Active members of the Chapter and The Association in accordance with ARTICLE III, Section 6 of The Association’s By-Laws.
ARTICLE X - REFERENCES
Any reference to the Certificate of Incorporation in these By-Laws shall include all amendments thereto or changes thereof unless specifically excepted.
All pronouns and any variations thereof in these By-Laws shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the person or persons referred to may require.
Revised and adopted 11/10/2009.
Adopted by: Margaret Wade By Laws Chairperson On 11/10/2009
Chapter Name: Syracuse
