Bylaws of the
ASSOCIATION OF
PERIANESTHESIA
NURSES
Revised 1/30/04
Bylaws
of the
ARTICLE I
NAME
Section 1.1 Name. The name of this professional organization shall be the Georgia Association of Perianesthesia Nurses (GAPAN), hereinafter referred to as the Association.
Section 1.2 Name. Component Societies shall be identified as the District of GAPAN.
ARTICLE II
Section 2.1
ARTICLE III
MEMBERSHIP
Section 3.1 Classification and Privileges of Membership. The Association shall have the following classification of membership: Active, Retired, Student and Affiliate. All shall adhere to the Bylaws and Policies of the Association.
Section 3.1.1 Active Members. Active members shall be any duly licensed nurses who currently practice in good standing, at least part-time, in perianesthesia nursing, or in the management, teaching or research of perianesthesia nursing. Active members have the right to hold office, serve on committees and vote.
Section 3.1.2 Retired Members. Retired members shall be members in good standing who, immediately prior to retirement or permanent disability, were active members. They shall have the right to vote and serve on committees.
Section 3.2.3 Student Members. Student members shall be individuals pursuing education leading to eligibility to sit for the registered nurse licensing examination. Student members shall receive all publications and notices but shall not vote, be eligible to hold office, or serve on committees.
Section 3.1.4 Affiliate Members. Affiliate members shall be duly licensed health care professionals who have an interest in perianesthesia patient care. Affiliate members shall receive all publications and notices, shall not vote, be eligible to hold office or serve on committees.
Section 3.2 Honorary Members. Honorary members shall be those who have rendered distinguished or valuable service to the Association or Perianesthesia nursing. Honorary members are selected by the Board of Directors (BOD). Honorary members shall be recognized at the Annual State Seminar when inducted. Honorary members may currently hold another class of membership in the Association.
Section 3.3 Application and Dues Assessment.
Section 3.3.1 Application. Any person desiring membership in the Association shall hold dual ASPAN membership.
Section 3.3.2 Dues Assessment. All members, except for Honorary members, shall be assessed dues, which are recommended and approved by the Board of Directors. Dues shall be due and payable as defined by ASPAN. Non-membership in ASPAN will result in membership termination.
Section 3.4 Status Changes. Those members whose membership status changes from active to retired or affiliate, while holding office, shall be eligible to complete the term of their office.
ARTICLE 1V
MEETINGS OF MEMBERS
Section 4.1 Annual Meeting. The Association shall hold an annual meeting in conjunction with the State Seminar.
Section 4.2 Special Meetings. A special meeting may be called at any time by:
A. The President
B. A majority of the BOD
C. Written request to the BOD by twenty-five percent (25%) of the active and retired members
Section 4.3 Notification of Meetings. Written notification of any annual or special meetings must be mailed to all members. The notice shall specify place, time, date and purpose of the meeting.
Section 4.4 Quorum. One tenth (1/10) of the total membership shall constitute a quorum to transact business.
ARTICLE V
BOARD OF DIRECTORS/EXECUTIVE COMMITTEE
Section 5.1 Powers. The Board of Directors has the power, right and authority to manage the affairs of the Association.
Section 5.2 Offices. The following officers will constitute the Association’s BOD, having voting privileges, and shall be required to follow the guidelines and duties set forth in the Policy and Procedure Manual. All officers shall be an active member of the Association and ASPAN. All officers shall have a minimum of one year active membership in the Association prior to becoming an officer.
A. President
B. President‑Elect
C. Immediate Past President
D. Secretary
E. Treasurer
F. President or President Elect from each district (one vote per district)
G. Member At Large (Membership)
H. Member At Large (Legislative)
Section 5.3 Terms of Office. The term of office for each member shall be one year, with exception of the Treasurer and Members At Large, which shall be a two (2) year term. The President, President-Elect, and Immediate Past President shall hold office for a term of one year or until their respective successors have been duly elected and qualified. At the expiration of the President’s term, the President-Elect shall automatically assume the office of President and the President shall automatically assume the office of Immediate Past president. Secretary and Members At Large may be elected to a second consecutive term. The term of office will begin immediately following the election.
Section 5.4 Executive Committee. This committee shall consist of the following State Officers, and have the power of the BOD between meetings of the Board.
A. President
B. President-Elect
C. Immediate Past President
D. Secretary
E. Treasurer
Section 5.5 Election Procedure. Election of officers shall take place at the Annual Meeting as stated in Section 4.1. The Member At Large (Membership) shall present a slate of officers to be voted on by the membership. Nominations may be received by the Member At Large (Membership) from the floor or by petition before the election. Election shall be by simple majority of votes cast. Candidates for State office shall have served as a District officer for one year or have prior approval to run for office by the BOD.
Section 5.6 Regular Meetings. Regular meetings of the BOD shall be held periodically each year as decided by the President and/or the BOD.
Section 5.7 Special meetings. Special meetings of the BOD can be called by the President or at the request of no less than five (5) Board members in writing to either the President or Secretary.
Section 5.8 Quorum. One‑half () of the BOD with at least three (3) officers of the Executive Board shall constitute a quorum to transact business. In the event a quorum is not present, the meeting will be adjourned and reopened under special meeting procedures.
Section 5.9 Vacancies. The President-Elect shall automatically fill the office of the President and the office of Immediate Past President will remain vacant until the next term of office changes. In the event of a vacancy in the office of the President-Elect, a special election may be called in accordance with Policy and Procedure. The BOD may appoint all other vacancies.
Section 5.10 Removal of Officers. Any member of the BOD, regardless of the manner of election or appointment, may be removed by the Board upon a two-thirds (2/3) affirmative vote for removal, when it its judgment the best interest of the Association would be served thereby. Such action shall provide that the member upon request has the opportunity to have a hearing provided for due process as described in the latest edition of Robert’s Rule of Order.
Section 5.11 Compensation. Members of the BOD shall not receive compensation for their services, but may be reimbursed for reasonable expenses as set forth in Policy and Procedure.
ARTICLE VI
COMMITTEES/APPOINTMENTS
Section 6.1 General. The Association shall have the standing committees or appointments as stated in this article. The BOD shall create additional committees or appointments as deemed necessary. The BOD shall appoint the committee chair(s). The chair(s) shall appoint the committee members and fill vacancies as needed.
Section 6.3 Newsletter Editor. The Newsletter Editor shall be appointed by the BOD and is responsible for publishing and editing The Awakener.
Section 6.4 Bylaws, Policy and Procedures Committee. The President-Elect shall chair this committee. It shall interpret the bylaws and policies as requested from the BOD, officers, districts and members of the Association. It shall review, approve and make recommendations for amendments and changes to the BOD. This committee shall keep the Association Bylaws, Policies and Procedures current and consistent with those of ASPAN.
Section 6.5 Seminar Committee. This committee shall be responsible for preparing and conducting the Annual Seminar.
Section 6.6 Historian. The Historian shall be appointed by the BOD and is responsible for maintaining the history of the Association.
Section 6.7 Web Editor. The Web Editor shall be appointed by the BOD and is responsible for establishing and maintaining the GAPAN website.
ARTICLE VII
MANAGEMENT
Section 7.1 Fiscal Year. The fiscal year of the Association shall
begin the first (1) day of July and end the thirtieth (30) day of June.
Section 7.2 Expenditures. All expenditures of the Association shall be in accordance with Policy and Procedure. The Treasurer will maintain all financial records/reports of the Association except for the seminar account, which is maintained by the seminar chairperson.
Section 7.3 Records. The Secretary shall maintain all Association records except financial. These records should be available for the BOD and /or membership meetings.
Section 7.4 Parliamentary and Procedural Authority. Official authority of the Association shall be the latest edition of Robert's Rules of Order.
Section 7.5 Indemnification. The Association shall indemnify any person acting on behalf of the Association against expenses, including reasonable attorney’s fees, judgments, fines and amounts paid in settlement incurred by them in connection with the defense or settlement of any action in which they are made parties or party, by reason being or having been as agent of the Association, except in relation to matters as to which such person shall be adjusted in such action, suit or proceeding to be liable for willful misconduct.
ARTICLE VII
AMENDMENTS
Section 8.1 Amendments. These Bylaws may be altered, amended, repealed or new Bylaws may be adopted by a two-thirds (2/3) vote of the BOD provided that written notice of the intention to alter, amend, repeal or adopt new Bylaws shall be sent to each member of the BOD.
Section 8.2 Submission. Each proposed amendment must be submitted to the BOD prior to the scheduled meeting or a specially called meeting. Included must be a specific rationale for the proposed change, additional amendment if the change affects any other section of the Bylaws, be in accord with the Association mission, meets all state and federal laws, includes a budget proposal if the amendment affects the Association’s revenue/expenses.
Section 8.3 Emergency Procedure. Procedure from the latest edition of Robert’s Rules of Order will be followed if it is necessary for the Association to take action to amend, repeal or alter these Bylaws in order to meet an emergency situation which threatens to impair the ability of the Association to carry out, perform or accomplish any of it’s purposes or objectives.
ARTICLE IX
COMPONENT DISTRICTS
Section 9.1 General. A component district is an organization of licensed nurses, physicians and other medical personnel who are engaged or otherwise interested, in the care of patients in all phases of the Perianesthesia period, which has been organized for purposes consistent with those of the Association and has been approved by the BOD as a component society.
Section 9.2 Application and Approval. An organization desiring to become a component district of the Association shall have an organizational meeting, elect officers, adopt policies and bylaws, select a name for their district, and submit copies to the BOD for approval.
Section 9.3 Component District Organization and Bylaws. Each component district shall have a President, Secretary, Treasurer, and other officers as it may desire or require all of who shall be active members of the Association. The policies and bylaws of the district must be consistent with those of the Association.
Section 9.4 Debts of Districts. The Association shall not be liable for any debts of any component districts unless the BOD of the Association authorized such debt.
Section 9.5 Dissolution of Districts. A component district may be dissolved or placed on temporary hiatus at the request of the officers or majority of the active members of the district, or at the discretion of the BOD. All monies will be returned to the State Treasurer and placed in the Association state treasury. The treasurer will return the monies at such a date upon written request from the district and approval by the BOD.