Bylaws

UAPRN of Georgia Bylaws

Adopted 04/2019

BYLAWS

UNITED ADVANCED PRACTICED REGISTERED NURSES OF GEORGIA, INC

ARTICLE ONE: Name, Purpose and Vision Statement

Section 1: Name:

The name of the Corporation shall be the United Advanced Practiced Registered Nurses of Georgia, Inc., also known as the UAPRN of Georgia, or the Corporation. It shall be a nonprofit Corporation incorporated under the laws of the State of Georgia.

Section 2: Purpose:

United Advanced Practiced Nurses of Georgia, Inc. is to address legislative, political, and practice issues of advanced practice registered nurses. The UAPRN of Georgia will be a collective voice for Advanced Practiced Registered Nurses (APRN) and will promote the professional role identification of the APRNs of Georgia.

Section 3: Vision Statement:

An organization within the state of Georgia, which represents APRNs and other interested nurses to promote APRN legislative and practice issues and to support the professional advancement of the APRN roles.

ARTICLE TWO: Membership

Section 1: Composition:

Regular Membership will include the following:

Registered APRNs in Georgia (i.e. Nurse Practitioners, Certified Registered Nurse Anesthetists, Certified Nurse Midwives, Clinical Nurse Specialists, APRN/DNP/PhD students and retired members).

Affiliate Membership will include the following:

Any individual who does not fit the previously mentioned qualifications but who desires to be affiliated with the UAPRN organization with full membership privileges. An affiliate member shall have all the benefits of membership, except holding office or voting rights.

Section 2: Qualifications/Dues:

A regular member is one who has been granted a license to practice in the state of Georgia as a Registered Nurse (RN) and an Advanced Practice Registered Nurse (APRN), APRN Student, or Retired APRN, and who is current on his/her dues.

An affiliate member is one who has explicitly expressed a desire to join and support UAPRN as an organization, and who is current on his/her dues. UAPRN of Georgia Bylaws Adopted 04/2019 Page 2

Section 3: Privileges and Obligations:

All members shall have the right to vote and hold office. The annual membership dues will be $125.00 for all regular members except retired APRNs and APRN/DNP/PhD students who will pay $65.00. An affiliate member will pay $100. A member shall forfeit all membership rights if dues are not paid by the end of their membership period. Members may attend any meeting and other unrestricted activities of any chapter of UAPRN of Georgia.

ARTICLE THREE: Nominations and Elections

Section 1: Candidates:

  1. A. Any Regular member in good standing is eligible for elected or appointed office in UAPRN of Georgia.
  2. B. Candidates for office shall meet established qualifications as delineated under the Bylaws of UAPRN of Georgia.
  3. C. A candidate’s name shall not be placed on the ballot until a signed consent to serve form is returned to the Vice President of UAPRN of Georgia.

Section 2: Nominations:

  1. A. The Nominating Committee shall put forth a slate of candidates for office with

qualifications as defined in the UAPRN By-Laws.

  1. B. The slate of candidates shall be placed on the UAPRN.org website at least 30 days prior

to the election period.

Section 3: Schedule for Elections:

  1. A. Elections shall be held annually by electronic voting.

Section 2: Election Procedures:

New Directors shall be elected annually to the Board by electronic vote in October. A slate of officers shall be presented by the Vice President in September one month prior to the election. This slate will be sent via email to all eligible members with the option for write-in candidates. All paid members shall be eligible to vote. The electronic voting period will be for two weeks in October. A simple majority of those who voted shall be sufficient for election. The Directors will take office on January 1 following the October ballot.

  1. A. The following shall be elected:
  2. 1. President
  3. 2. Vice President
  4. 3. Secretary
  5. 4. Treasurer
  6. 5. Director-at-Large
  7. 6. Chair of Nominating Committee

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7. Three Members for Nominating Committee

Section 4: Elections:

  1. A. A majority of electronic votes cast shall constitute an election.
  2. B. Any paid regular or retired/student member is eligible to vote.
  3. C. Any challenge to the election shall be filed with the Secretary within 15 days after the announcement of elected offices via the state website.

Section 5: Write-In Candidates:

  1. A. Any write-in candidate must have filed a “consent to serve form” with the Vice President prior to election whether they are self-nominated or nominated by another member.

ARTICLE FOUR: Board of Directors

Section 1: Board Role, Size, and Compensation:

The Board is responsible for the overall policy and direction of the Corporation. The Board shall have up to 6 Directors but not fewer than 4 Directors. The Board receives no compensation other than reimbursement for approved board expenses. A Director may be an elected officer or be responsible for a specific program i.e. Legislative Affairs, PAC, or Academic Liaison.

Section 2: Terms:

All Board of Directors shall serve two-year terms but are eligible for re-election for two additional terms. The President and Secretary will be elected during the even years, Vice President, Treasurer, and Director-at-Large during the odd years.

Section 3: Resignations and Vacancies:

Directors may resign with written notice to the president of the Corporation. Any Director may be removed, with cause, by a two-thirds (2/3) vote of the Directors then in office. The Board of Directors shall appoint replacements for all vacancies by a majority vote. All official UAPRN documents and/or records shall be given to the President prior to resignation or vacancy of any office. The President will document at the next Board of Directors meeting the status and plans for dissemination of these documents or records. Until the next election period, the vacant director position may be filled by a candidate selected by the President and Executive Committee.

Section 4: Regular Meetings:

Regular meetings of the members shall be held quarterly either in person or via conference calls. The time and place of the meetings shall be determined by the President.

Section 5: Special Meetings: UAPRN of Georgia Bylaws Adopted 04/2019 Page 4

Special Board of Directors meetings may be called at any time upon request by the President and/or two Directors. Electronic notice shall be given not less than 72 hours prior to the meeting.

Section 6: Quorum:

One-half (1/2) of the Officers present shall constitute a quorum for the transaction of business at a regular or special called meeting.

ARTICLES FIVE: Officers

Section 1: Officers and Terms:

Officers of the Corporation shall be the President, Vice-President, Secretary and Treasurer, Director-at-large who shall each be Directors on the Board of Directors.

Section 2: Duties of the Officers of the Board of Directors:

  1. A. President:

1. The President shall be the chief elected officer and shall serve as the representative of the organization, while having supervision of the work of the organization.

2. He/she shall appoint members via a task force to do special projects to further the work and progress of the organization.

3. He/she shall call Regular and Special Meetings of Board of Directors in accordance with these Bylaws and shall be the Chairperson of the Board of Directors.

4. He/she shall preside at all meetings of the Board of Directors, shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall have other duties and powers as the Directors may from time-to-time prescribe.

5. The President shall serve as a member for one year following his/her term of office as past president and maintain voting privileges throughout this one-year term.

  1. B. Vice-President:

1. The Vice-President shall generally assist the President and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

2. In the event of the death, resignation, absence, or inability of the President to act, the Vice President shall assume and discharge the powers and duties of the President.

3. The Vice President shall serve as the Association’s Compliance Officer. (See Article 6 Section 3).

  1. C. Secretary:

1. The Secretary shall keep the minutes and an accurate record of all meetings of the Board of Directors and quarterly state meetings.

2. He/she shall submit copies of all minutes of the Board of Directors on the UAPRN website no later than two weeks following the date of the meeting.

3. He/she shall have charge of all books or records of the Corporation.

  1. D. Treasurer:

UAPRN of Georgia Bylaws Adopted 04/2019 Page 5

1. The Treasurer shall keep full and accurate financial records of all its business transactions and other such books of accounts as the Board of Directors may require and shall exhibit the same to any Directors upon request.

2. The Treasurer will quarterly disburse membership funds for each new member ($35.00 for regular member, none for student or retired) to each chapter in UAPRN. The disbursement shall be the month following the end of the quarter. First quarter –January to March in April; Second quarter April to June in July; Third quarter July to September in October, and Fourth quarter October to December in January.

3. No funds shall be withdrawn from the account of the organization without the dual signature of the President and Treasurer for checks greater than $500.00.

  1. E. Director At Large:

1. The Director-at-Large shall assume such duties as are specified in these bylaws and other duties as may be assigned by the Board of Directors.

2. The Director-at-Large shall serve as the school liaison, media, and academia contact person.

Section 3: Compensation:

The officers shall serve without compensation.

ARTICLE SIX: Committees

Section 1: Standing and Ad Hoc:

The Board of Directors, at its option, may appoint any or all the followings standing or ad hoc committees as necessary:

A. Executive Committee

B. Finance Committee

C. Audit Committee

D. Governance and Nominations Committee

E. Leadership Committee

F. Membership Committee

Section 2: Standing Committee Chairs:

The president will appoint and assign duties as deemed necessary.

Section 3: Composition:

The President, subject to Board approval, shall appoint the chair of each standing committee. The Committee Chairperson shall submit to the Board of Directors a list of candidates to serve on said committee or committees. Each committee will have a minimum of three paid regular members but not more than seven paid regular members. UAPRN of Georgia Bylaws Adopted 04/2019 Page 6

Section 4 Executive Committee:

The President, Vice President, Secretary, Treasurer, and Director-at-Large shall serve as the Executive Committee. The Executive Committee shall have all powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, except for the power to dissolve the Corporation, amend the Articles of Incorporation, and amend or suspend the Bylaws of the Corporation.

The Executive Committee shall have the authority to suspend the activities of a chapter, dissolve the chapter, or remove a chapter officer by a two-thirds vote of the Board of Directors, provided due notice of three months has been given to the president of that chapter. A constituent chapter that has been disqualified or dissolved by the Executive Committee may be reinstated by a two-thirds vote of the Board of Directors.

The Executive Committee is subject to the direction and full control of the Board of Directors.

ARTICLE SEVEN: Chapters

Section 1: Definition:

Chapters are a constituent of the UAPRN that shall function under the bylaws and policies and procedures of the Corporation, and the chapter’s policies and procedures which are harmonious and not in conflict with UAPRN. Chapters shall be recognized in accordance with policies and procedures adopted by UAPRN.

Section 2: Composition:

  1. A. Chapters shall be composed of four or more paid regular UAPRN members and meeting for a common purpose.
  2. B. UAPRN members may transfer from one chapter to another.
  3. C. It shall be the duty of each Chapter to require that all its members have qualifications in accordance with these bylaws.

Section 3: Responsibilities:

  1. A. Elected officers for each chapter shall consist of the President, the Vice President, the Secretary and the Treasurer.
  2. B. Submit names of chapter officers with complete contact information and chapters’ purpose statement to headquarters annually no later than January 10 or when chapter is formed.
  3. C. Communicate any changes in chapter leadership with complete contact information immediately to the State President and/or the State Treasurer.
  4. D. Support the purposes of the Corporation.
  5. E. Cooperate with other chapters and the Board of Directors of UAPRN.
  6. F. Observe the provisions of these bylaws.
  7. G. Communicate with the Board of Directors of UAPRN at least quarterly.
  8. H. Chapters are not permitted to change or alter the UAPRN logo.
  9. I. Chapters shall maintain its own chapter website.

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Section 4: Meetings:

A chapter shall meet as defined by its individualized chapter policies and procedures.

Section 5: Finances:

  1. A. A chapter will receive quarterly the amount of $35.00 by check for each new regular member that has joined UAPRN. No reimbursement will be made for students or retired members.
  2. B. The chapter has fiduciary control of its funds.
  3. C. If a chapter dissolves, any money accrued would be disposed as decided by the Board of Directors.
  4. D. Each chapter is responsible to send to the state treasurer their bank information (i.e. name and location of bank and the account number) in a timely manner.
  5. E. Each chapter is to apply for their own tax ID number and immediately inform the State Treasurer of that number.
  6. F. The chapter bank account should have this tax ID information.

Section 6: Suspension:

The activities of a chapter may be suspended by the Board of Directors of UAPRN for failure to comply with the UAPRN bylaws, policies or procedures. Any chapter which fails to comply with the requirements of these bylaws, or for other cause deemed sufficient, may be disqualified as a constituent by a two-thirds vote of the Board of Directors, provided due notice of three months has been given. A constituent chapter that has been disqualified may be reinstated by a two-thirds vote of the Board of Directors.

Section 7: Dissolution:

The process for dissolution of a chapter shall be as follows:

  1. A. The chapter president shall contact the State President of UAPRN of Georgia to discuss dissolution or other potential options available to the chapter.
  2. B. A resolution for dissolution of the chapter shall be presented to the members at a meeting and be signed by a majority of the members.
  3. C. If a chapter dissolves all members will have the opportunity to transfer their membership to another chapter of their choice.

ARTICLE EIGHT: Whistleblower Protection

Section 1: The Corporation endorses an open-door policy and encourages directors, officers, and members to share their questions, concerns, suggestions, or complaints regarding the Corporation and its operations with someone who can address them properly.

Section 2: UAPRN of Georgia Bylaws Adopted 04/2019 Page 8

No member of the Board of Directors, chapter officer, committee member, or member who in good faith reports a violation of a law or regulation requirement shall suffer harassment, retaliation, or adverse consequences.

Section 3:

The Corporation’s Compliance Officer is the Vice President. The Compliance Officer is responsible for investigating and resolving all complaints and allegations.

Section 4:

Violations or suspected violations may be submitted by writing a letter or email on a confidential basis to the Compliance Officer.

Section 5:

The Compliance Officer will acknowledge receipt of the reported/suspected violation by writing a letter or e-mail to the complainant within ten business days of receipt of the report. All reports will be promptly investigated and if warranted, appropriate corrective action will be taken. All complaints will be kept confidential.

ARTICLE NINE: Conflict of Interests

Section 1:

The Corporation enforces transparency in situations that might produce a Conflict of Interest, defined as benefitting private remuneration or producing excess benefit. Direct or indirect financial interest includes, but is not limited to contracts, competitive bidding, transactions and gratuities.

Section 2:

It is mandatory that all officers and directors disclose all facts and materials to a potential Conflict of Interest whenever the possibility emerges. In addition, all officers and directors must annually disclose any relationships, positions or circumstances in which the individual is involved that could contribute to a Conflict of Interest.

ARTICLE TEN: Document Retention and Destruction

Section 1: Responsibilities:

The Corporation takes seriously its obligation to preserve information relating to

Association matters at a minimum to include corporate records, meeting minutes, financial/tax records, and contracts in accordance with IRS regulations.

Section 2: Electronic Records: UAPRN of Georgia Bylaws Adopted 04/2019 Page 9

Electronic documents have the same status as paper documents and reliable backup and recovery methods are required to be maintained.

Section 3: Document Destruction:

Destruction of financial records will be accomplished by a shredding process. All document destruction will be immediately suspended upon any indication of an official investigation/audit or when a lawsuit is filed or appears imminent.

ARTICLE ELEVEN: UAPRN Political Action Committee

Article I: Name: The name of the organization is United Advanced Practice Registered Nurses of Georgia PAC.

Article II: Organization: The UAPRN-PAC shall be a voluntary, non-profit, unincorporated committee from the paid membership of UAPRN.

Article III: Purpose: The purpose of the UAPRN-PAC shall be to promote the improvement of health care for the citizens of Georgia by raising funds from UAPRN membership and the outside community to support candidates for office in the state of Georgia.

Article IV: Contributions:

Section 1:

All contributions to the UAPRN-PAC shall be on a voluntary basis.

Section 2:

Contributions shall be solicited and received within applicable laws. Section 3:

No contribution or solicitation will be accepted, or any expenditure made while there is a vacancy in the office of Treasurer.

ARTICLE V: Financial Accountability:

Section 1:

All contributions to the UAPRN-PAC shall be maintained as a separate fund in a designated account. All expenditures by the UAPRN-PAC shall be made from such fund.

Section 2:

The Treasurer shall keep the financial records and shall file all financial statements and reports as required by law. UAPRN of Georgia Bylaws Adopted 04/2019 Page 10

Section 3: Submit to UAPRN State President a list of any changes in the PAC Officers no later than January 10 of each year or immediately if changes are made mid-year.

Section4: PAC to furnish to the UAPRN Treasurer and the membership financial statements for each quarter.

ARTICLE TWELVE: Acceptance of Gifts and Donations

Section 1:

During its regular fundraising activities, the Corporation solicits and accepts gifts that are consistent with its mission and nonprofit status.

Section 2:

Donations are accepted from individuals, partnerships, corporations, foundations, government agencies or other entities.

Section 3:

Cash gifts are acceptable in any form including check, money order, credit card, wire transfer or online. All contributions will be documented in the Corporation’s financial records.

ARTICLE THIRTEEN: Electronic Media

Section 1:

The Corporation encourages the use of social media technologies to enhance communication, collaboration and information exchange in support of the Association’s mission.

Section 2:

Social media encompasses the various activities that integrate technology, social interaction and content creation.

Section 3:

The Corporation respects copyright, fair use, and financial disclosure laws; proprietary information, confidentiality, and privacy. Appropriate consent is required.

Section 4:

The Corporation supports transparency and mandates that statements are truthful and substantiated.

ARTICLE FOURTEEN: Fundraising

Section 1:

The Corporation will conduct fundraising activities including but not limited to grant-

seeking, special events, major gifts, and membership contributions to fund the annual scholarships and state events. UAPRN of Georgia Bylaws Adopted 04/2019 Page 11

Section 2:

The Corporation will operate in compliance with the Georgia Solicitations Act of 1988.

ARTICLE FIFTEEN: Amendments

Section 1:

The Bylaws of the Corporation may be amended, or new Bylaws may be adopted at a meeting of the Board of Directors by a two-thirds (2/3) majority of those present or by electronic vote.

These bylaws were approved at a meeting of the state Board of Directors by a unanimous vote on April 14, 2019 and will be maintained in the Corporate Minutes Book.

Signature:

Dr. Michelle Alyson Nelson, PhD, RN, MS, FNP-BC

UAPRN State President

Date:

April 14, 2019