South Florida: Bylaws
SOUTH FLORIDA REGIONAL BYLAWS
ARTICLE I: NAME
The organization is a chartered regional society of the Society of Gastroenterology Nurses and Associates (hereinafter referred to as SGNA), the full name of which is South Florida Regional Society (hereinafter referred to as the Regional Society.
ARTICLE II: PURPOSE
As a Regional Society of the SGNA, the Regional Society’s primary purpose is to enhance the benefits of membership to SGNA members at the local level. Specifically, the Regional Society’s duty is to provide educational opportunities to its members as required by the policies and procedures of SGNA. In recognition of this purpose, the Regional Society will:
- Unite Regional Society members engaged in any capacity in the fields of gastroenterology and/or endoscopy nursing;
- Encourage and develop educational programs for practitioners in such fields;
- Advance the technology, science and art of practitioners in such fields;
- Advocate optimal care for patients with digestive diseases, and those undergoing diagnostic and therapeutic procedures; and
- Cooperate with other professional societies, corporations and governmental bodies involved in such fields.
The property and income of the Regional Society shall be used solely for the above-referenced purposes. It shall not be used to benefit any individual. The Regional Society shall not engage in any activity which would prevent it from gaining or cause it to lose status as an exempt organization under Internal Revenue Code Section 501(c)(6).
ARTICLE III: MEMBERSHIP
3.01 Eligibility (Qualifications)Membership in the Regional Society shall be open to SGNA national members. 3.02 Categories of Members Categories of members are those designated by the SGNA in its Bylaws, and such Bylaws may at times be amended.
3.03 Membership Processing
Membership applications, changes of classification, resignations, suspensions and expulsions for the Regional Society shall be acted upon in accordance with the determination of SGNA.
3.04 Membership Benefits
Publications, newsletters, websites and educational programs shall be made available to Regional Society members, in accordance with policies and procedures established through the annual chartering process. The Regional Society may issue other publications (i.e., flyers), as determined to be within the scope of the Regional Society’s purposes. All members of the Regional Society shall be included in the distribution list.
ARTICLE IV: NON-DISCRIMINATION POLICY
The policy of the Regional Society is non-discriminatory on the basis of disability, race, color, creed, religion, sex, country of origin, country of education, and/or sexual orientation.
ARTICLE V: DUES
5.01 Dues The SGNA shall determine the annual dues payable by its membership.
ARTICLE VI: OFFICERS AND DIRECTORS
6.01 Officers Required elective officers of the Regional Society shall be President, President-Elect, Treasurer, Secretary and Immediate Past President.
6.02 Directors The Regional Society Board of Directors shall consist of a minimum of three directors. The elective officers may serve simultaneously as directors to fulfill this requirement.
6.03 Duties All officers of the Regional Society shall have such authority and perform such duties in the management of the Regional Society as maybe provided in these Bylaws, or as may be determined by the SGNA Board of Directors.
The President shall:
- Represent the Regional Society Board of Directors and the Regional Society;
- Preside at all meetings of the Regional Society and of the Regional Society Board of Directors. The President-Elect or other designated elective officer may preside in the absence of the President;
- Appoint all non-elective committee chairs and members with the approval of the Regional Society Board of Directors;
- Serve as ex-officio member with vote on Regional society standing and special committees, except the Committee on Nominations and Elections;
- Terminate Regional Society committee appointments, subject to the approval of the Board of Directors;
- Submit to the Regional Society committee appointments, subject to the approval of the Board of Directors;
- Submit to the Regional Society Board of Directors copies of correspondence pertaining to the affairs of the Regional Society;
- In the absence of a Treasurer (optional: or Secretary/Treasurer), delegate the duties and responsibilities of the Treasurer to another officer, or assume those duties; and
- Submit to the Regional Society and SGNA Board or Directors an annual report of the Regional Society.
6.032 President Elect
The President-Elect shall:
- Automatically accede to the Presidency when the Regional Society President’s term ends;
- Become acting Regional Society President and assume the duties of the office in the event of the President’s absence, disability, or resignation; and
- Serve as an advisory member with vote on Regional Society standing and special committees, and shall also perform such duties as may be delegated by the Regional Society President, or by the Regional Society Board of Directors. 6.033 Secretary
The Secretary shall:
- Record or cause to be recorded the minutes of all meetings of the Regional Society Board of Directors;
- Be responsible for notification of Officers and Directors of meetings of the Board of Directors; and
- Preserve correspondence, reports, records, Bylaws, and the Policy and Procedure Manual of the Regional Society in a permanent file.
The Treasurer shall:
- Be responsible for the funds of the Regional Society;
- Keep an accurate record of all Regional Society receipts and disbursements;
- Assist in the direction of all financial affairs, and sign checks of the Regional Society, in accordance with these Bylaws;
- Present financial reports to the Regional Society Board of Directors as requested;
- Present an annual financial report to the SGNA.
6.035 Immediate Past President
A Regional Society President, or an acting Regional Society President elected by the directors pursuant to Section 6.04, shall have the status of Immediate Past President from the time s/he leaves office as President or acting President until the next election of officers. Thereafter, s/he shall have the status of Past President. The Immediate Past President shall serve as parliamentarian while in office.
The directors shall have the authority and perform such duties in the management of the Regional Society as may be provided in these Bylaws, and in SGNA and Regional Society policy.
6.037 Delegates The Regional Society Delegate and Alternate Delegate shall represent the Regional Society to the SGNA House of Delegates Committee. The Alternate Delegate will be available for seating if a Delegate is not present. Delegates and Alternate Delegates must be voting members oft he Regional Society.
6.038 Vendor Liaison A Vendor Liaison appointed by the President or acting President shall perform such duties as contacting vendors to obtain support in providing speakers at educational meetings, arranging honoraria for speakers, obtaining financial support to offset Regional Society newsletter costs, and soliciting vendor presence at educational meetings.
6.04 Term President and President Elect Each elective officer (optional: or Secretary/Treasurer) shall serve for two years until a successor is elected. The term of office shall begin January 1. (Optional: No person can be elected to consecutive terms as President or President Elect.)
6.041Only members serving more than one-half of a term in the offices of Secretary, Treasurer, or Director-at-Large shall be considered to have served a full term. This rule shall not apply to the offices of President and President Elect.
6.05 Qualifications Only voting members of the Regional Society are eligible to be an elective or appointed officer of the Regional Society.
6.061 President If the office of President becomes vacant, the President Elect shall then become acting President until the end of the term and shall at that time become President for the ensuing term.
6.062 President Elect
If the office of President-Elect becomes vacant, the vacancy shall be filled by the affirmative vote of two-thirds (2/3rds) of the members of the Board in office by a currently seated Board member who meets the qualifications of President Elect (see Section 7.02) to serve as acting President Elect until the end of the term.
6.063 President and President Elect If the office of President becomes vacant while there is a vacancy in the office of President Elect, the Board of Directors shall elect by the affirmative vote of two-thirds (2/3rds) of the members of the Board in office an acting President who shall serve only until the end of the term. Then at the next regularly scheduled election, a President and President Elect shall be elected.
6.064 Other Vacancies If the office of the Secretary or Treasurer becomes vacant, the Board of Directors shall elect by the affirmative vote of two-thirds (2/3rds) of the members of the Board in office an acting Secretary or Treasurer from among the voting members of the Regional Society, including the officers and directors.
6.07 Incompatibility Any eligible member may serve both as Secretary and Treasurer. No person may hold any other combination of two offices. Any officer maybe chair or a member of any committee.
6.081 Officers elected by the membership may be removed from office by two thirds (2/3rds) vote of the members present at a membership meeting at which a quorum (see Section 8.04) is present, or by mail ballot as provided for in Article VIII of these Bylaws if, in the judgment of the members, the best interests of the Regional Society will be served thereby.
6.082 Officers elected by the Board of Directors may be removed by the Board by majority vote of the directors in office if, in their judgment, the best interests of the Regional Society will be served thereby.
6.09 Records Upon termination of office for any reason, all officers of the Regional Society shall deliver all records or other property of the Regional Society to their successors within thirty (30) days of termination.
ARTICLE VII: NOMINATIONS & ELECTIONS
7.01 Elections Annual elections shall be conducted to elect officers and other elective positions.
7.02 Eligibility Only voting members are eligible to serve as a director, officer or member of the Committee on Nominations and Elections. The President and President-Elect must satisfy the additional qualification of having served as a director, secretary or treasurer prior to nomination.
7.03 Nominating Procedures The Immediate Past President shall serve as Chair of the Committee on Nominations and Elections. If there is no Immediate Past President, the incoming President shall, with the approval of the Board of Directors appoint the Committee Chair. In accordance with policies and procedures established by the Board of Directors, the Committee shall consider the qualifications of all candidates proposed by the membership, or by members of the Committee itself. The Committee shall create a slate of candidates for presentation to the membership.
7.04 Election Procedures The Committee on Nominations and Elections shall recommend procedures for elections, subject to the approval of the Board of Directors. Election of officers, directors and other elective positions shall be at the final membership meeting of the Regional Society, or by mail ballot cast by voting members, with each member having one vote for each office to be filled. A plurality shall elect. In case of a tie for any office, the election shall be decided by a run-off election between the two tying candidates. Should the two tying candidates again tie in the run-off election, the tie shall be broken by a vote of the Board of Directors. Results of elections shall be tabulated and communicated to members. Online elections and member voting may be a future consideration, once the Regional Society website has become established.
ARTICLE VIII: EDUCATION MEETINGS
8.01 Annual Education Meeting The annual meeting of the Regional Society shall be held on a weekend each fall, in conjunction with the annual meeting of the Florida Gastroenterology Society. The date(s) are typically established by the FGS, in collaboration with the Florida SGNA’s Regional Society’s Planning Committee. While education is the primary purpose of this annual meeting, other business may be conducted throughout the course of the meeting. If, in case of emergency, the annual meeting is not held at the prescribed time, business which should have been conducted at the meeting shall be conducted as soon as possible after it. This may be done through a mass mailing, by email, or via the Florida SGNA website, or at a special meeting of the members.
8.02 Other Education Meetings Additional meetings of the Regional Society, whose focus is primarily education, are arranged by the Program Chairs, in locations that vary with each meeting. Any business related to the Regional Society may be considered and transacted by the President. Written notice of a business meeting will be included in the brochure that is mailed to each member, and posted on the Florida SGNA website. Written and/or electronic notice stating the place, date and time(s) of such meetings shall be sent to Regional Society members, not less than14 days before the date of such education meetings. Notice of upcoming meetings may be published in the Regional Society e-newsletter, the Florida SGNA website, or by separate mailing.
8.03 Regional Society Board Meetings The President may call special meetings of the Board of Directors of the Regional Society, at a time and location determined by the Board. Minutes shall be recorded at each meeting of the Board. Ten percent of all voting members shall constitute a quorum at any Board meeting. Proxy voting is not considered valid.
8.41 Voting shall be conducted in accordance with standing rules adopted by the members in attendance, providing that no proxy voting shall be permitted.
8.42 The directors may, by majority vote of all directors, order a mail vote on any item of business which is subject to the approval of the voting members. An affirmative vote of a majority of members voting by mail shall be necessary for adoption of any matter.
ARTICLE IX: BOARD OF DIRECTORS
9.01 Powers The affairs of the Regional Society shall be governed and managed by a Board of Directors. Directors must be voting members. The Board shall have full authority to interpret and implement all the provisions of these Bylaws. All interpretations of the Bylaws shall be by three-fourths(3/4ths) vote of the entire Board, and shall be final and conclusive.
9.021 Perform all duties entrusted to Directors of a Corporation;
9.022 Develop and abide by the Bylaws and policies of the Regional Society.
9.023 Supervise and direct the business and financial affairs of the Regional Society.
9.024 Set all fees, other than membership fees, payable to the Regional Society.
9.025 Develop, monitor and evaluate programs which further the mission and strategic goals of the Regional Society.
9.026 Identify relevant professional topics for educational presentation to the Regional Society membership.
9.027 If applicable, retain management and staff services as needed, in accordance with Regional Society Bylaws.
9.028 Appoint President and President-Elect as Delegate and Alternate Delegate to the SGNA House of Delegates. In their absence, appoint two other representatives.
9.029 Delegate or prepare and submit annual charter documentation, as required by SGNA.
9.03 Number The Regional Society shall have four (4) directors. The directors shall be of two types: ex-officio and at-large. Directors shall serve their respective terms of office, and shall continue in office until their successors have been duly elected.
9.031 Ex-Officio Directors The President, President-Elect, Secretary, Treasurer or, inapplicable, Secretary/Treasurer, and Immediate Past-President shall, by virtue of their offices, serve as Regional Society directors with vote, while they continue in such offices.
9.032 Directors-at-Large the remaining two directors shall be elected, and shall serve for terms of two years. As close to one-half as is practical for the four directors shall be elected each year. No director-at-large shall serve more than two (2) consecutive terms. Time served as an ex-officio director shall not be counted in determining the two consecutive terms of a director-at-large.
9.04 Meetings9.041 Annual Planning Committee Meeting The annual planning committee meeting shall be without any notice, prior to and at the same place as the annual education meeting of the regional society’s members.
9.042 Special Meetings Special Meetings for the Board of Directors may be called by the President, or shall be called at the request of one-fourth (1/4th) of the directors. Special meetings shall be held at such place and time as the President shall determine. Notice of any specialmeeting of the Board of Directors shall be given at least five (5) days previously thereto, by written, email, or telephone notice, using home/email addresses or telephone numbers as shown by the records of the Regional Society. Such meetings shall be conducted in accordance with the policies and procedures approved by the SGNA.
9.043 Regular Meetings Regular meetings of the Board of Directors shall be convened monthly, or as otherwise deemed by the President or his/her designee.
9.044 Guests The President may invite guests, who may not vote, to attend meetings of the directors.
9.05 Quorum majority of the Board of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board.
9.06 Voting each member of the Board of Directors shall have only one vote as director. No proxy voting shall be valid. The affirmative vote of majority of the Board of Directors present and voting at any duly constituted meting of the Board shall be sufficient to authorize any act by the Board of Directors.
9.07 Waiver of Notice Any director may waive notice of any meeting. The attendance of director at any meeting shall constitute a waiver of notice of such meeting, if not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by these Bylaws.
9.08 Vacancies Vacancies occurring among Directors-at-Large shall be filled by majority vote of all of the remaining directors. A director elected by the Board of Directors to fill such a vacancy shall serve for the unexpired term of the predecessor in office. ARTICLE X: EXECUTIVE COMMITTEE10.01 Composition The Board of Directors of the Regional Society may establish an Executive Committee, which shall consist of the elective officers.
10.02 Duties The Executive Committee will be charged by the Board with addressing issues between Board meetings, subject to limitation as imposed by the Board. The Executive Committee shall take no action with respect tithe election of officers or to filling vacancies on the Board of Directors or Executive Committee. ARTICLE XI: COMPENSATION11.01 Salary No director or officer shall receive any salary, fee or other remuneration for services rendered as director or officer. The directors may provide for the payment of reasonable compensation for services rendered by persons who may be voting members, directors or officers of the Regional Society in specific capacities.
11.02 Reimbursement The Board of Directors may provide for the reimbursement of any director, officer or member for reasonable expenses incurred by the director, officer or member carrying out any business of the Regional Society including, but not limited to traveling to and from meetings of the directors or any Regional Society committee. If a board member has attended 75% or more of the Regional Society’s board meetings held during the twelve (12) months prior to the yearly FGS/SGNA State Meeting, they may be eligible for reimbursement for the cost of course registration, one night’s hotel stay, and cost of gasoline, if mileage is 50 miles or greater one way. Receipts must be provided for reimbursement. If a board member has attended less than 75% of the Regional Society’s board meetings held during the twelve (12) months prior to the yearly FGS/SGNA State meeting, but who have hosted an educational seminar, they may be eligible for the cost of course registration with submission of receipt. If a board member attends less than 75% of the board meetings held during the previous twelve (12) months, they will have no expenses reimbursed relative to the yearly state course. ARTICLE XII: FISCAL PROCEDURES12.01 Annual Budget The Board shall, by such procedure as it may prescribe, adopt a budget each fiscal year appropriating and authorizing expenditures of funds for the operation of the Regional Society. Funds to meet this budget are to be provided by educational meetings, members’ dues or through other means commensurate with the mission of the Regional Society. The budget shall be developed and monitored by the Treasurer. Treasurer’s report shall be given at each meeting of the Board of Directors.
12.02 Contracts The Board of Directors may authorize any officer, agent or agents of the Regional Society, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Regional Society, and such authority may be general, or may be confined to specific instances.
12.03 Checks, Drafts or Orders All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Regional Society shall be signed by the Treasurer or, in the absence of the Treasurer, by the President or other officer of the Regional Society, in accordance with Bylaws established by the Board of Directors.
12.04 Deposits All funds of the Regional Society shall be deposited from time to time to the credit of the Regional society in such banks as the Board of Directors may select.
12.05 Gifts The Board of Directors may accept on behalf of the Regional Society any contribution, gift, bequest or device for any purpose of the Regional Society.
12.06 Fiscal Year The fiscal year of the Regional Society shall begin on January 1 and end on December 31.12/07 Books and Records The Regional Society shall keep accurate and complete financial records. It shall also keep minutes of the proceedings of its members, Board of Directors, and committees, having and exercising any of the authority of the Board of Directors. A current membership list shall be maintained, which will include names, addresses, email addresses, and place of employment. Upon written request to the Board of Directors, books and records of the Regional Society may be inspected by any member, or the member’s agent or attorney, for any purpose, at any reasonable time.
ARTICLE XIII: COMMITTEES
13.01 Standing Committees
13.011The Regional Society shall have the following standing committees: budget and finance, and nominations and elections.
13.012 The members of the committee on nominations and elections shall be elected or appointed pursuant to current Bylaws. A vacancy in the committee on nominations and elections shall be filled by majority vote of the Board of Directors in office. A vacancy in the chairmanship of the committee shall be appointed by the President with approval of the Board of Directors, in accordance with current Bylaws.
13.013 The other standing committees and their chairs shall be appointed by the President with approval of the Board of Directors. All chairs must be voting members of the Regional Society. Committee members may be selected from membership. Any member thereof may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the interests of the Regional Society shall be served by the removal.
13.014 Duties of committees shall be specified and approved by the Board of Directors, in accordance with established policy.
13.02 Special Committees Other committees with limited authority may be designated by a resolution adopted by a majority of the directors present, at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee should be members of the Regional Society, and the President of the Regional Society shall appoint the members thereof. Any member thereof may be removed byte person or persons authorized to appoint such member whenever, in their judgment, the interests of the Regional Society shall be served byte removal.
ARTICLE XIV: WAIVER OF NOTICE 14.01Whenever any notice is required to be given under the provision of these Bylaws, a waiver in writing, signed by the individuals entitled to such notice, shall be deemed equivalent to the giving of such notice.
ARTICLE XV: PARLIAMENTARY AUTHORITY 15.01The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the Regional Society in all cases to which they are applicable.
ARTICLE XVI: INDEMNIFICATION AND INSURANCE
16.01 Indemnification The Regional Society shall, to the fullest extent permitted, indemnify and hold harmless each person who serves as an officer of the Regional Society, as a member of the Board of Directors, or as a member of any duly authorized committee of the Regional Society, from and against any and all claims and liability, whether the same are settled or proceed to judgment. If such person shall have become subject by reason of his/her having acted in the capacity heretofore enumerated, or by reason of any action alleged to have been taken or omitted by him/her in such capacity, and shall reimburse (to the extent not otherwise reimbursed by insurance), each such person for all legal and other expenses, including the cost of settlement, reasonable incurred by him/her in connection with any such claim, liability, suit, action or proceeding. This is provided, however, that the individual did not meet the standards of conduct required by applicable law in order to permit the corporation to indemnify him/her, or if the claim or liability arose out of the individual’s:
willful failure to deal fairly with the Regional Society or its members in connection with a matter in which the individual has a material conflict of interest;
violation of criminal law, unless the individual had reasonable cause to believe his/her conduct was lawful or not reasonable cause to believe his/her conduct was unlawful;
Transaction from which the person derived an improper personal profit or benefit; or
16.02 Insurance The South Florida Regional Society of Gastroenterology Nurses and Associates, Inc. may obtain insurance to protect the officers, directors, committee members and members, the staff and the Regional Society against liability, in accordance with the policies and procedures of SGNA.
ARTICLE XVII: DISSOLUTION
17.01In the event of dissolution of the Regional Society, the net assets of the corporation shall be applied and distributed as follows.
All liabilities and obligations shall be pain, satisfied and discharged, or adequate provision shall be made thereof.
If any assets shall remain after liabilities have been satisfied, any remaining assets shall be distributed to SGNA for application to activities consistent with those of the national organization.
ARTICLE XVIII: AMENDMENT OF BYLAWS
18.01 Amendments In this Article, the term “Amendment” means and includes any and all of the following: the adoption of a new Bylaw; the change in part or whole of an existing Bylaw; or the repeal of a Bylaw.
18.011These Bylaws must at all times be consistent with the Bylaws of the SGNA. Should the Bylaws be changed in such a manner as to render these Bylaws inconsistent therewith, these Bylaws shall be amended to eliminate said inconsistency.
18.02 At Business Meetings The Bylaws may be amended at any Business Meeting of the Board of Directors, at which a quorum is present. No Amendment shall be voted upon and adopted unless such proposed Amendment receives the affirmative vote of two-thirds (2/3rds) of the votes cast.
18.03 Between Business Meeting sin the absence of or between Business Meetings, Amendments to the Bylaws may be submitted to the Board of Directors. To be adopted, each such Amendment must receive the affirmative vote of two-thirds (2/3rds) of the Board of Directors.
18.04 By Written Petition Amendment to the Bylaws may be proposed by written petition signed by at least twenty percent (20%) of the then total voting membership, and delivered to the Board. To be adopted, such Amendment must receive the affirmative vote of two-thirds (2/3rds) of the Board of Directors.
ARTICLE XIX: APPLICABLE LAW
19.01 In the event of a conflict between the terms of these Bylaws and the state law applicable to the Regional Society, the relevant provisions of the applicable state law shall govern.