By-Laws

THE PHILIPPINE NURSES ASSOCIATION OF WISCONSIN
BY-LAWS
Revised OCTOBER 2013

TABLE OF CONTENTS

ARTICLE   I          NAME

ARTICLE   II         GOAL & OBJECTIVES

ARTICLE   III       MEMBERSHIP

ARTICLE   IV        FISCAL YEAR AND DUES

ARTICLE   V         DUTIES/RIGHTS/PRIVILEGES OF MEMBERS

ARTICLE   VI        EXECUTIVE COUNCIL

ARTICLE   VI        OFFICERS, DUTIES AND ELECTION

ARTICLE VII         MEETINGS AND QUORUMS

ARTICLE   VIII      COMMITTEE

ARTICLE   IX          ADVISORY BOARD

ARTICLE   X           PARLIAMENTARY AUTHORITY

ARTICLE   XI          AMENDMENTS

ARTICLE   XII         DISSOLUTION

ARTICLE   XIII        OFFICIAL ADDRESS AND PLACE OF BUSINESS

ARTICLE   XIV        NON-DISCRIMINATORY POLICY

PHILIPPINE NURSES ASSOCIATION OF WISCONSIN
(PNA-WI)

BY-LAWS

Article I
Name

The name of this organization shall be the PHILIPPINE NURSES ASSOCIATION OF WISCONSIN, INC

Article II
Goal

The goal of the Philippine Nurses Association of Wisconsin shall be to provide an organization that upholds the image and fosters the welfare of Filipino-American nurses in Wisconsin.

Objectives

The objectives of the Association shall include but not limited to the following:
To unite Filipino-American nurses in the state of Wisconsin to promote highest standards of professional practice, educational, cultural advancement and socio-economic stability.
To mentor and provide active participation and facilitate active participation of migrant Filipino nurses in adjustment to their new role in American society.
Actively participate in community outreach by promoting health care and education.
Promote personal growth to its members by providing continuing education and assist in identifying and fulfilling their career goals, professional responsibility and cultural adjustments.
Collaboration and Networking with other health care organization regarding problems, issues regarding nursing practice, education & research.

Article III
Memberships

Section I: Membership to the association is a privilege and contingent on compliance with the requirements specified by the PNA-WI by Laws.

Section-II: Categories & Qualification of Membership
The Philippine Nurses Association of Wisconsin has Active, Associate and Honorary Memberships:

Active Member – any professional nurse of Philippine ethnic origin, who has been granted a license to practice as registered professional nurse in the state of Wisconsin.
Associate members – (Non- Voting) are any licensed nurse of non-Philippine ethnic origin, Non-Practicing Filipino nurses, student nurses who are currently enrolled in an entry level nursing program.
Honorary Members – (Non – Voting) are any outstanding leader in Nursing and allied fields who has made a valuable contribution towards the achievement of the Associations objectives and Nursing Profession. Conferred by two-thirds vote of Executive Boards.

Section III: Representation / Privileges

Active members are eligible to hold elective office, serve as elective or appointed committees, and exercise delegate powers.
Associate and Honorary members may serve as members of appointed committees but can not hold a chair nor elective office.
Honorary members have a voice and may serve as a resource person in matters relevant to their individual expertise but have no vote or delegate power.
Members may request for a special meeting from the Executive Board upon written request has been submitted to the President, signed by at least five members.
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Article IV
Fiscal Year and Dues

Section 1 – Fiscal Year
The Fiscal year shall be the calendar year. Jan1 to Dec 31
Section 2 – Dues

Annual dues shall be levied by the Executive Board for the purpose of supporting the activities of the association.
Membership will be good for the calendar year. Member has the option of paying 2 years payable at the time of application. Will pay only the adjusted amount of membership dues change in the next fiscal year.
If any member who does not renew within 60 days will be removed from the membership roster. All member privileges will be withdrawn, unless arrangements have been made with the Treasurer.
Reinstatement will be effective upon payment of dues.
The amount shall be recommended annually to the Executive Board and presented for approval to the membership at the annual business meeting.
Renewal dues shall be payable on Dec 15 of each year. PNAA dues are to be submitted on Dec. 31.

Article V
Executive Board

The Executive Board consisting of the President and ten (10) Elected Board Members shall exercise ultimate authority in governing the association. On the first Executive Board Meeting, the Executive Board then elects among themselves the positions for President-Elect, Secretary and Treasurer. A duly qualified member appointed by the Executive Board shall fill any vacancy.

Article VI
Officers, Duties and Election

Section I: Election, Terms of Office and Vacancies
Election of officers and members of the Board of Directors shall be held biennially, for the designated election year.
Eligibility to vote will be validated against a list of current members, after which a ballot will be issued to the validated dues paid member.
Voting is by ballot plurality elects, and in case of a tie, choice shall be made        by the Executive Council.
The Board of Directors specifies the time frames for opening and closing the polling dates.
The President shall serve in the office for a two-year term. The President –Elect shall serve in the office for a two (2) year term and then shall assume the presidency for a two (2) year term.
All other elected board members may serve an unlimited number of terms.
The Assistant Secretary position is appointed by the Executive Board.
The Chairman of the Membership Committee will assume the Assistant Treasurer position.
A nominee must have an active regular membership to be eligible to run for any elective office.
Vacancies that occur in any elective office of the Association, due to inability or ineligibility of the incumbent to perform the duties of the office, or the incumbent’s removal from the office, are filled in the following manner:

President: President –Elect
Secretary: The Assistant Secretary shall assume office.
Treasurer: The Assistant Treasurer shall assume office.
The Executive Board shall fill all other vacancies.
Any member filling any vacancy for an unexpired term of one year or more is deemed to have served one (1) year or half a term.
Any Board Member vacancy shall be filled by the next highest vote garnered from the latest election.
In the absence of a nominee the President may appoint a board member with the Executive Board approval.
Grounds for termination of officers and members of the Board of Directors constitute an absence of more than fifty (50) percent of the regular meetings quarterly, unless justified by the Executive Board.
The President, President-Elect and one Advisory Board Member will present the decision to terminate an officer or board member during the designated Executive Board meeting.
No action shall be taken against any officer or member of the executive Board until he/ she has been advised of specific charges, given responsible time to response, afforded a fair hearing process before the executive Board. It is also incumbent upon the Executive Board to validate justification of reason or charges from removal from office.

Section II – Duties of Officers
The President shall:
Act as the official spokesperson of the Association and chairperson of the Executive Board.
Convene and preside over the Executive Board and Association meetings.
Appoint all committee chairpersons with the approval of the Executive Board.
Sign or countersign all official documents of PNAWI.
Prepare report as necessary.
Delegate as necessary.
The President-Elect shall:
Assist the President in the performance of the duties of the office.
Perform such duties as may be delegated by the President or the Executive Board.
Assume the office of the President after the term of the incumbent President expires.
Act as presiding office pro-tempore in the absence of the President his/ or her inability to act.
Plan and act as chairperson of the annual professional program activities.
The Secretary shall:
Serve as recorder at Executive Board and Association meetings.
Distribute minutes to each members of the Executive Council and submit pertinent data to committee chairpersons.
Distribute Association meeting summaries to the membership.
Preserve all reports, records of membership roster of the Association.
Work with the President as requested in the preparation of any necessary reports.
Send notice of all meetings and activities.

The Treasurer shall:
Be responsible for the financial affairs of the Association.
Keep a record of all receipts and disbursements.
Carry appropriate banking transactions as designed by the Executive Board.
Issue checks of the organization, countersigned by the President, for purposes approved by the Executive Board
Assist in the direction of fund raising activities.
Act as chairperson of the Ways and Means / finance committee.
Process membership applications and keep accurate records of receipts and memberships dues.
Assume other duties as delegated by the President.
Be responsible of having all financial records of the Association audited by a professional auditor or certified public accountant.
Prepare the income tax return and file it with U.S. Internal Revenue Service.

The Board of Directors shall:
Participate in the formation and implementation of policies of the Association.
Collaborate with the officers in decision-making.
Collaborate with other organization and agencies as directed by the President.

Article VII
Meetings and Quorums

Section I Meetings
A: Executive Board
Meets a minimum of 4 meetings a year; established time frames will be set annually, and scheduled appropriately for all concerned elected officers.
Special meeting of the Executive Board may be called by the President upon written or e-mail notification of two (2) Board Members.
Notice of all meeting of the Executive Board s sent to each member via mail, phone, fax or e-mail at least 10 days prior to the meeting by the President or Secretary.
Ten (10) percent of the Executive Board and two (2) officers constitute a quorum.

B.: General Assembly
There shall be an annual general membership/ business meeting.
The Executive Board determined the place and time of the meeting; During Fall
Members will be notified 14 days prior to scheduled date of the meeting. Notification could be via phone, e-mail or publications.
Ten (10) percent of the membership in addition to 2 Executive Board shall constitute a quorum for a business meeting.

Article VIII
Committees

The Executive Board may create working committees as deemed necessary.
The President with the approval of the Executive Board shall appoint the Chairperson and members of the committee.
Each committee shall consist of a Chairperson and at least two (2) members.
Each committee Chairperson shall submit a written report on committee activities and accomplishment at least thirty (30) days prior to the PNA-WI annual meeting.

Section I    Standing Committees

COMMITTEE ON LEGISLATIVE and BY-LAWS. The committee on Legislative and By-Laws shall:
Review and safeguard the provisions of By-Laws, that it is accurate and does not deviate to PNAA and PNAWI mission and objectives.
Review all amendatory proposals and report its recommendations to the Executive Board.
Distribute to all voting members proposed amendments to the by-laws no later than thirty (30) days prior to the annual general membership meeting.
Present all amendment proposals for ratification during the annual general assembly.

COMMITTEE ON MEMBERSHIP.
The committee on membership shall:
Initiate projects to recruit new members and retain current members.
Monitor membership compliance to requirements.
Be responsible in creating and maintaining database of current and former members.

COMMITTEE on EDUCATION and PROFESSIONAL DEVELOPMENT
The Committee on Education and Professional Development shall:
Plan, implement and evaluate educational programs to meet learning needs of the members.
Work with other professionals to conduct research as needed.
Act as resource to PNAWI members interested in higher education/ certification/ professional growth.
Review and submit applications/requests for research to PNAA for final approval.
Participate with PNAA in planning and / or implementing research projects.

COMMITTEE on WAYS and MEANS / FINANCE.
The Committee on Ways and Means / Finance shall:
Under the chairmanship of the Treasurer, prepare and implement a two (2) year budget, subject to approval of the Executive Council.
Secure funds through reasonable means to augment the treasury.

COMMITTEE on COMMUNITY OUTREACH / PUBLIC RELATION
The committee on community outreach / public relation and newsletter shall:
Spread the mission of PNA-WI by participating or sponsoring activities:
That promotes public health and cultural events.
Coordinates cultural programs to uphold Filipino culture.
Collaborate with other health organization in promoting health information and education.
Be responsible in promoting the interest of PNAA and PNA-WI.
Disseminate information to other organization and its members programs and activities of PNA-WI.

Section II   SPECIAL COMMITTEE
Under certain circumstances, Special Committee may be formed by a majority vote of the Executive Council, in response to unique events/issues that may arise from time to time.
A Special Committee shall cease to exist when the need has been fulfilled.

A.   COMMITTEE on NOMINATION and ELECTION.
The committee on nomination and election shall:
Be appointed no later than ninety (90) days prior to Election Day.
Be existent only during an election year and to cease to function forty-five (45) days after the election.
Have at least three (3) members who are not in contention for any elected offices.
Prepare all nomination forms and official ballot.
Accept all papers for nomination and submit to the Executive Council no less than thirty (30) days before the date of the election, a list of nominees for all elected offices.
Be responsible to conduct the proceedings of the elections in an orderly manner and in accordance with the provisions of these By-Laws and the principle of democracy.
Declare the winners at the conclusion of the elections.
Respond to inquiries and act upon concerns or disputes regarding the results of the elections, provided as such communicated in writing no more than thirty (30) days following the date of the election.

B.     COMMITTEE CHAIRMANSHIP.
The committee chairperson (s) shall:
Be appointed by the President, subject to approval of the Executive
Board.
Has been a chapter member of active status for no less than two (2) years
prior to the term of service.
Be responsible to determine the size and composition of his /her committee.
Designate a recorder to document meeting proceedings
Submit report to the Executive Council during regular board and general membership meetings.

Section III   TERMS OF SERVICE.
All who served in the committees shall do so for two (2) years. Unless otherwise reappointed.

Section IV        COMMITTEE MEMBERSHIP:
Consideration for membership in any committee shall be as stated by these By-Laws that member has to be an active status for no less than two (2) years prior to the term of appointment. At any point any member would like to switch a committee, the current and accepting committee should approve the request.

Article IX
Advisory Board

The Advisory Board shall:
Be comprised of past presidents of the association who have maintained good standing and active participation. Criteria for membership of persons other than presidents will be determined by the Executive Board.
Act in an advisory capacity in deliberations and recommendations of the Executive Board. With one (1) vote privilege as a group, in the deliberation and recommendations of the Executive Board.
Participate actively in activities that enhance the goals and objectives of the association.

Article X
Parliamentary Authority

The rules contained in Robert’s Rules of Order, newly revised current edition shall govern meetings of the Association in all cases in which they are applicable, and in which they are not inconsistent with these By-Laws or any special rules of order the Association may adopt.

Article XI
Amendments

Section I
Amendments to these by laws shall be ratified at the General Assembly of the Association by a two-thirds (2/3) vote of the members present and voting provided that the proposed amendments, after having been considered and recommended by the Executive Board,  presented to members thirty (30) days prior to general assembly for a vote.
Section II
Amendments to these Bylaws shall take upon ratification by the General Assembly.
Section III
All proposed amendments shall be in the possession of the Executive Council at least thirty (30) days before the date of the meeting and shall be appended to the Call of Meeting.

Article XII
Dissolution

If for any reason this Association is to be dissolved or ceases to exist, the Membership shall be notified, an approved obtained by two-thirds (2/3) majority vote of members present and voting in a general assembly meeting, thirty (30) days prior to dissolution. Liabilities will be resolved and funds donated to PNAA incorporated.
If assets shall be distributed in accordance with the provisions of section 501 c (3) of the US Internal Revenue Code and the regulations there under, as they may exist.
The Association’s legal counsel shall act as the chief executor of its asset.

Article XIII
Official Address and Place of Business

The official address and the principal location of business will be the current President’s designated address or as established by the Executive Council.

Article XIV
Non-Discriminatory Policy

The Association shall not discriminate any applicant or member on the basis of race, creed, age, gender and sexual orientation, religion or disability