Section 1.1 Principal Office. The principle office and registered office of the Michigan Association of PeriAnesthesia Nurses, Inc. (the "Corporation") shall be located in the State of Michigan at such place, as the Board of Directors shall from time to time determine.
Section 1.2 Other Offices. The Corporation may have offices at such other
places as the Board of Directors may from time to time determine.
Section 2.1 General. The purposes of the Corporation are as set forth in Article II of the Articles of Incorporation of the Corporation. In addition, the purpose of the Corporation is to bring together PeriAnesthesia Nurses throughout the State of Michigan to share common interests, exchange ideas, and promote continued education in order to maintain the highest degree of efficiency and quality in all phases of perianesthesia nursing care.
Section 3.1 Function. Except as specifically provided in the Corporation's Articles of Incorporation or these Bylaws, all rights, powers, duties, and responsibilities relative to the management and control of the Corporation's property, activities and affairs are vested in the Board of Directors. In addition to the power and authority expressly conferred upon it by these Bylaws and Articles of Incorporation, the Board of Directors may take any lawful action on behalf of the Corporation which is not by law or by the Articles of Incorporation or by these Bylaws required to be taken by some other party.
Section 3.2 Number and Qualifications. The number of Directors,
which shall constitute the Board of Directors, shall be not less than one (1)
and not more than twenty-five (25). The number of directors which shall
constitute the Board of Directors for each year shall be determined at the
annual meeting of the Board, provided, however, that if a motion is not made and
carried to increase or decrease the number of Directors, the Board shall consist
of the same number of Directors as the preceding year. The Directors shall
consist of the officers of the Corporation, the Committee Chairperson(s) and
Vice Chairpersons and a Representative from each chartered District. Only active
and retired members in good standing of this Corporation and the American
Society of PeriAnesthesia Nurses shall be eligible to serve as Directors.
Section 3.3 Terms. Each Director shall hold office for the term
prescribed by their respective office and until his or her successor is
appointed and qualified, or until such Director's resignation or removal. No
office shall serve more than two consecutive terms in the same office.
Section 3.4 Election Procedures. Approximately two (2) months prior to
the annual spring meeting of the Members, ballots shall be sent by mail to all
Members eligible to vote. Ballots shall include a postage paid envelope/postcard
to be returned in one (1) month. The returned ballots shall constitute a quorum.
A majority of the returned ballots shall prevail. The election results shall be
announced at the annual spring meeting of the Members.
Section 3.5 Meetings.
(a) The Board of Directors may set the time
and place for regular meetings of the Board. The Board of Directors shall meet
at least two (2) times a year, one meeting being immediately prior to the annual
meeting.
(b) The annual meeting shall be designated, as the Spring
Conference, the date, time and place shall be determined by the Board of
Directors.
(c) Special meetings of the Board of Directors may be called
by the Secretary of the Corporation upon the request of the President or five
(5) Members of the Board of Directors.
(d) Meetings of the Board of Directors may be held at any
place or date.
Section 3.6 Notice of Meetings. Written notice shall be given to the
Directors at least ten (10) but not more than sixty (60) days prior to an annual
meeting of the Board of Directors. No notice is required for a regular meeting
of the Board of Directors. Special meetings of the Board of Directors shall be
held pursuant to notice of the time, place and purpose thereof either delivered
personally or sent by telephone, facsimile, electronic mail or mail to each
Director not less than twenty-four (24) hours prior to the meeting and if by
telephone, facsimile, or electronic mail, confirmed in writing before or after
the meeting. Notwithstanding the foregoing, no notice need be given to any
person who submits a signed waiver of notice before or after a meeting, or who
attends a meeting without protesting any lack of notice.
Section 3.7 Resignations. A Director may resign by giving written notice
to the Secretary of the Corporation which notice shall be immediately forwarded
to the Board of Directors. Unless otherwise specified in the resignation, the
resignation shall take effect upon receipt by the Secretary, and the acceptance
of the resignation shall not be necessary to make it effective.
Section 3.8 Removal. A Director shall be automatically
removed from office if the Director becomes ineligible to serve by reason of a
change in membership status. Any Director may be removed at any time, with or
without cause, by vote of a majority of the Directors of the Corporation. Any
person removed from office shall also be removed as Director. Members may
petition for the removal of any elected officer of the Corporation in the
following manner:
(a) A petition setting forth the specific reasons for the
requested removal must be made by five (5) active members. The petition shall be
presented to the Board of Directors. Within one week the Board will appoint a
Special Investigative committee comprised of five (5) neutral active members to
hold a meeting to consider the petition and make recommendations to the Board.
The Special Investigative Committee shall elect, by majority vote, one (1) of
its members to serve as Chairperson of the Committee.
(b) The Secretary shall mail a copy of the charges to the
accused Director within one (1) week of receipt. The accused Director shall be
give a reasonable time to prepare a response to the charges. The accused may
request a full hearing before the Board, to be held prior to the meeting at
which the Board votes on the removal petition.
(c) The Chairperson of the Special Investigative Committee
shall submit to the Board of Directors the Committee's recommendations within
one (1) month.
(d) The Board shall consider the Committee's recommendation
at the next scheduled meeting and vote on whether to remove the Director. A
majority vote of the Directors present at a meeting at which a quorum is present
shall be required for removal of a Director.
(e) The Board of Directors has the sole power to try all
impeachments.
(f) Any Director that has been petitioned for removal shall
not participate in the special investigation and shall not be entitled to vote
on the removal petition. In the event the President is being tried, the Vice
President - President Elect shall preside.
Any Director removed by either of the aforementioned methods shall be ineligible
to serve as a Director at any future time. If a director is removed, the Board
shall appoint a successor to fill the unexpired term as set forth described in
Section 3.9.
Section 3.9 Vacancies. Any vacancy on the Board of Directors shall be
filled by an affirmative vote of a majority of the remaining Directors of the
Corporation. Any Director so appointed shall serve as a Director of the
Corporation for the remainder of the term of the replaced Director and until his
or her successor is appointed and qualified.
Section 3.10 Quorum. The presence of a one-half (1/2) plus one of the
total number of Directors then in office shall constitute a quorum for the
transaction of business.
Section 3.11 Voting. The vote of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of Directors
unless a greater vote is required by law, by the Articles of Incorporation or by
these Bylaws. Each Director present shall have one (1) vote.
Section 3.12 Compensation of Directors. The Directors, as such, shall not
be compensated for the performance of services for the Corporation, but may, by
resolution of the Board of Directors, be reimbursed for expenses incurred on
behalf of the Corporation.
Section 3.13 Volunteer Director Defined. The term "Volunteer Director"
shall have the same definition as set forth in Section 110(2) of the Act, as the
same presently exists or may hereafter be amended.
Section 3.14 Volunteer Director Liability. To the fullest extent
permitted under Section 209(c) of the Act as the same presently exists or may
hereafter be amended, a Volunteer Director of the Corporation shall not be
personally liable to the Corporation of its shareholders or members (if any) for
monetary damages for breach of the Volunteer Director's fiduciary duty. However,
this provision does not eliminate or limit the liability of a Volunteer Director
for any of the following:
a. A breach of the Volunteer Director's duty of loyalty to
the Corporation or its shareholders or members (if any;
b. Acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of the law;
c. A violation of Section 551(1) of the Act;
d. A transaction from which the Volunteer Director derived an
improper personal benefit;
e. An act or omission occurring before the date that these
Bylaws become effective in accordance with the pertinent provisions of the Act;
or
f. An act or omission that is grossly negligent. Any
Volunteer Director of the Corporation shall only be personally liable for
monetary damages for a breach of fiduciary duty as a director to the
Corporation, its shareholders, or its members to the extent set forth in this
Section.
To the fullest extent permitted under Section 209 (d) of the Act, as the same
presently exists or may hereafter be amended. The Corporation assumes all
liability to any person other than the Corporation, its shareholders, or its
members for all acts or omissions of a Volunteer Director occurring on or after
the date these Bylaws become effective in accordance with the pertinent
provisions of the Act, incurred in the good faith performance of the Volunteer
Director's duties as such. A claim for monetary damages for a breach of a
Volunteer Director's duty to any person other that the Corporation, its
shareholders, or its members shall not be brought or maintained against a
Volunteer Director; but such a claim shall be brought or maintained instead
against the Corporation, which shall be liable for the breach of the Volunteer
Director's duty. Notwithstanding anything to the contrary immediately above,
this Section shall apply and have force only if, and as long as, the Corporation
is exempt from federal income tax pursuant to code Section 501(c) (3) or is
eligible to be exempt from federal income tax pursuant to Code Section 501 (c)
(3).
Any repeal, amendment or other modification of these Bylaws shall not adversely
affect any right or protection of any director of the Corporation existing at
the time of such repeal, amendment or other modification. If the Act is amended,
after these Bylaws become effective, then the liability of directors shall be
eliminated or limited to the fullest extent permitted by the Act as so amended.
Section 4.1 Officers. The Officers of the Corporation
shall be a President, a Vice President-President Elect, Recording Secretary,
Treasurer, Immediate Past-President, ASPAN (American Society of PeriAnesthesia
Nurses) Representative. The Officers shall be elected as set forth in Section
3.4 of these Bylaws.
The Board of Directors of the Corporation may from time to time elect or appoint
other Officers including additional Vice Presidents, Assistant Treasurers and
Assistant Secretaries, as the Board may deem advisable, and such Officers shall
have such authority, and shall perform such duties as from time to time may be
prescribed by the Board of Directors. Any two or more offices may be held by the
same person. In addition to the powers and duties of the Officers of the
Corporation as set forth in these Bylaws, the Officers shall have such authority
and shall perform such duties as from time to time may be determined by the
Board of Directors.
Section 4.2 President. The President shall be the chief operating officer
of the Corporation. He or she shall preside at all meetings of the Board of
Directors. The President shall perform such other duties and function as shall
be assigned to him or her from time to time by the Board of Directors. He or she
shall be, ex officio, a member of all standing committees. The President shall,
unless otherwise provided by resolution of the Board of Directors, possess the
power and authority to sign all certificates, contracts, instruments, papers and
documents of every conceivable kind and character whatsoever in the name of and
on behalf of the Corporation. The President shall prepare an annual report to be
presented at the business session of the annual meeting of the Members. The
President shall in consultation with the Vice President - President Elect
appoint all committee chairpersons. The President shall have the power to
terminate any committee appointed or created for a specific purpose, in
consultation with the Board of Directors.
The term of office of the President shall be one (1) year. The President shall
then assume the office of Immediate Past President for one (1) year.
Section 4.3 Vice President - President Elect. One Vice President -
President Elect shall perform the duties and exercise the powers of the
President during the absence or unavailability of the President, and shall have
such additional powers and perform such additional duties as shall from time to
time be assigned by these Bylaws or by the Board of Directors.
The term of office of the Vice President - President Elect shall
be one (1) year. The Vice President - President Elect shall automatically
succeed to the office of President at the close of the regular meeting of the
Board of Directors held in conjunction with the annual meeting of the Members.
Upon succeeding to the office of President, the Vice President - President Elect
shall present and submit to the Board of Directors and general membership, goals
and objectives for the year of elected office at the annual meeting of the
Members in the spring.
Section 4.4 Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors in the books provided for that purpose and
sign, with the President of the Board of Directors, in the name of the
Corporation, all contracts when authorized to do so. The secretary shall have
charge of such books and papers as the Board of Directors shall direct, all of
which shall at all reasonable times be open to the examination of any Director,
and in general perform all the duties incident to the office of Recording
Secretary, subject to the control of the Board of Directors. The Secretary shall
be the official correspondent for the corporation and maintain copies of all
correspondence.
The term of office of the Secretary is two (2) years. The election of the Secretary shall take place in even numbered years.
Section 4.5 Treasurer. The Treasurer shall have custody of all the funds
and securities of the Corporation, endorse checks, notes and other obligations
for collection on behalf of the Corporation and shall deposit the same to the
credit of the Corporation such bank or banks or depository or depositories as
the Board of Directors may designate; sign all receipts and vouchers for
payments made to the Corporation; enter or cause to be entered regularly in the
books of the Corporation kept for that purpose, full and accurate accounts of
all moneys received and paid on account of the Corporation, and whenever
required by the Board of Directors shall render statements of such accounts;
shall , at all reasonable times, exhibit the books and accounts to any Director
of the Corporation, and shall perform all acts incident to the position of
Treasurer, subject to the control of the Board of Directors.
The term of office of the Treasurer is two (2) years. The election of the
Treasurer shall take place in odd numbered years.
Section 4.6 ASPAN Representative. Representative to the American Society
of PeriAnesthesia Nurses (ASPAN) representing the Corporation and shall serve as
official correspondent to ASPAN and provide ASPAN with any changes in the
Articles of Incorporation and Bylaws of the Corporation with reasonable
promptness. The term of office of the Representative shall be three (3) years.
A vacancy, if the Representative is unwilling or unable to
perform, shall be filled by appointment of the Board of Directors of the
Corporation until such time election of a new Representative may take place. The
name of the person appointed shall be submitted to the Secretary of ASPAN
promptly after appointment.
A Representative who fills a vacancy shall serve for the unexpired term of his
or her predecessor in office, but shall not exceed to any officer, committee
membership or chairperson position held by his or her predecessor except if
elected or appointed to do so.
Section 4.7 Assistant Secretary and Assistant Treasurer. The Board of
Directors may from time to time by resolution delegate to any Assistant
Treasurer or Treasurers any of the powers or duties herein assigned to the
Treasurer; and may similarly delegate to any Assistant Secretary or Secretaries
any of the powers or duties herein assigned to the Secretary.
Section 4.8 Giving of Bond by Officers. All Offices of the Corporation,
if required to do so by the Board of Directors, shall furnish bonds to the
Corporation for the faithful performance of their duties, in such penalties and
with such conditions and security as the Board shall require. The Treasurer,
President, Education/Program and Membership Chairpersons of the Corporation must
be bonded. The Corporation shall assume the cost of providing any bond required
hereunder.
Section 4.9 Compensation of Officers. No Officer of the Corporation shall
be compensated for the performance of services for the Corporation, but may, by
resolution of the Board of Directors, be reimbursed for expenses incurred on
behalf of the Corporation.
Section 4.10 Removal of Officers. Officers may be removed from office as set
forth in Section 3.8 of these Bylaws.
Section 5.1 Board of Directors Role. The Board of
Directors may designate standing committees with such duties and powers as it
may provide in order to carry out the program and purposes of the Corporation,
and the Board shall further designate the individuals from their number of the
membership to serve as chairpersons of said standing committees.
All Committees shall be reviewed at the annual meeting of the Board; provided,
however that if a motion is not made and carried to change the existing
Committees they shall remain the same as existed the preceding year.
Section 5.2 Nominating Committee. The Nominating Committee shall be
chaired by the Immediate Past President who shall be chairperson without a vote.
The members of the nominating committee shall be appointed from the membership
by the Board of Directors. The President may not serve on the Nominating
Committee.
The Committee shall prepare a list of the nominees for office, accompanied by
written consent to serve. The list shall be submitted to the Board of Directors
for review and information prior to the annual election.
To be eligible for elective office as a member of the Corporation's Board of
Directors or as a member of the Nominating Committee, a nominee must have been
an active member in good standing (as defined by Section 11.1 of these Bylaws)
for over one (1) year preceding nomination. To be eligible for elective office
as Vice President - President Elect, the candidate must have served on the Board
of Directors for at least one (1) year, within the last five (5) years, prior to
holding this office.
Section 5.3 Standard Operations. The Standard Operations Committee shall
annually review bylaws and periodically review bylaws submitted by the general
membership, review member's suggestions for amendments and then submit to the
Board of Directors for action.
Section 5.4 Membership Committee. The Membership Committee promotes the growth
and development of the membership. The membership chairperson maintains an
accurate roster of the Corporation membership.
Section 5.5 Program/Education Committee. The primary purpose of the
committee is to develop, implement, and coordinate all educational offerings
sponsored by MAPAN in a manner reflective of knowledge of professional
educational requirements.
Section 5.6 Scholarship Committee. The Scholarship Committee shall
develop, implement and coordinate all educational reimbursement. This Committee
shall be administered by a Chairperson, who shall be a member of the Board of
Directors.
Section 5.7 Publication Committee. The Publication Committee shall edit
and publish a newsletter with such frequency as determined by the Board of
Directors. The Corporation newsletter shall be sent to all members of the
Corporation and such other persons, as the Publication Committee shall deem
appropriate.
Section 5.8 Legislative Committee. The legislative committee shall
establish a communication network to exchange information about political and
legislative activities, nationally and locally, of relevance to the nursing
profession.
Section 5.9 Public Relations/Marketing. The Public Relations/Marketing
Committee shall expand the image and awareness of MAPAN through marketing and
public relations.
Section 5.10 Strategic Planning Committee. The Strategic Planning
Committee shall study and make recommendation concerning the long-range
objectives of the Corporation and the resources, programs, and organizational
structure by which the Corporation can accomplish those objectives. The
Committee shall stimulate and coordinate planning activities throughout the
Corporation.
Section 5.11 Ethics Committee. The Ethics committee shall oversee the
intended values of the organization to guide decisions that are both legally and
morally acceptable to the membership.
Section 5.12 Special Committees. Special committees (ad Hoc) may be
appointed from time to time by the Board of Directors.
Section 6.1 General. In the event of dissolution of the Corporation, all
of the Corporation's assets, real and personal, shall be distributed to any such
charitable organization or organizations as seen fit by the Board of Directors
of the Corporation. Provided, however, if at the time of the Corporation's
dissolution the charitable organization is an organization which is described in
Section 501 (c) (3) of the internal Revenue Code of 1986, as amended, or
corresponding provisions of subsequent Federal tax law (the "Code") and is
exempt from Federal taxation under Code Section 501 (a). In the event is not, at
the time of Corporation's dissolution, an organization which is described in
Code Section 501 (c) (3) and is exempt from federal taxation under Code Section
501 (a), or it is impossible or impractical to distribute assets to the
organization designated by the Board of Directors of the Corporation then all of
the Corporation's assets, real and personal, shall be distributed to such
charitable organization or organizations as are described in Section 501 (c) (3)
and are exempt from Federal income tax under Code 501 (a), as the Board of
Directors of the Corporation shall otherwise determine. Any assets of the
Corporation not so disposed of, for whatever reason, shall be disposed of by
order of a Circuit Court, to such organization or organizations as said Court
shall determine, which are organized and operated exclusively for charitable
purposes.
Section 6.2 No Inurement. No part of the net earnings of the Corporation
shall be distributed to or insure to the benefit of any Director or Officer of
the Corporation, as provided by code Section 501 (c) (3) of the Michigan General
Sales Tax Act of the Michigan Use Tax Act.
Section 7.1 Indemnification of Directors and Officers: Claims Brought by Third Parties. The Corporation shall, to the fullest extent authorized or permitted by the Act or other applicable law, as the same presently exists or may hereafter be amended, indemnify a director of officer (the "Indemnitee") who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the Corporation, by reason of the fact that her or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses, including attorney's fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonable incurred by the Indemnitee in connection with the action, suit, or proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonable believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, if the Indemnitee had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
Section 7.2 Indemnification of Directors and Officers: Claims Brought by
or In the Right of the Corporation. The Corporation shall, to the fullest extent
authorized or permitted by the Act or other applicable law, as the same
presently exists or my hereafter be amended, indemnify a director or officer who
was or is a party to or is threatened to be made a party to a threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that the Indemnitee is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation, business
corporation, partnership, joint venture, trust, or other enterprise, whether for
profit or not, against expenses, including actual and reasonable attorneys'
fees, and amounts paid in settlement incurred by the person in connection with
the action or suit, if the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Corporation. However, indemnification under this Section shall not be made
for a claim, issue, or matter in which the Indemnitee has been found liable to
the Corporation unless and only to the extent that the court in which the action
or suit was brought has determined upon application that, despite the
adjudication of liability but in view of all circumstances of the case the
Indemnitee is fairly and reasonably entitled to indemnification for the expenses
which the court considers proper.
Section 7.3 Actions Brought by the Indemnitee. Notwithstanding the
provisions of Sections 7.1 and 7.2, the Corporation shall not indemnify an
Indemnitee in connection with any action, suit, proceeding or claim (or part
thereof) brought or made by such Indemnitee; unless such action, suit,
proceeding or claim (or part thereof) (i) was authorized by the Board of
Directors of the Corporation, or (ii) was brought or made to enforce this
article and such Indemnitee has been successful in such action, suit, proceeding
or claim (or part thereof).
Section 7.4 Approval of Indemnification. An indemnification under
Sections 7.1 or 7.3 of this Article, unless ordered by a court, shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the Indemnitee is proper in the circumstances because
the Indemnitee has met the applicable standard of conduct set forth in Sections
7.1 and 7.3 of this Article. This determination shall be made promptly in any of
the following ways:
(a) By a majority vote of a quorum of the Board consisting of directors who were not parties to the action, suit, or proceeding.(b) If the quorum described in subdivision (a) is not obtainable, then be a majority vote of a committee of directors who are not parties to the action. The committee shall consist of not less than two (2) disinterested directors.
(c) By independent legal counsel in a written opinion.
Section 7.5 Advancement of Expenses. Expenses incurred in defending a
civil or criminal action, suit, or proceeding described in Sections 7.1 or 7.3
of this Article shall be paid promptly by the Corporation in advance of the
final disposition of the action, suit, or proceeding upon receipt of any
undertaking by or on behalf of the Indemnitee to repay the expenses if it is
ultimately determined that the Indemnitee is not entitled to be indemnified by
the Corporation. The undertaking shall be by unlimited general obligation of the
person on whose behalf advances are made but need not be secured.
Section 7.6 Partial Indemnification. If an Indemnitee is entitled to
indemnification under Sections 7.1 or 7.3 of this Article for a portion of
expenses including attorneys' fees, judgments, penalties, fines, and amounts
paid in settlement, but not for the total amount thereof, the Corporation shall
indemnify the Indemnitee for the portion of the expenses, judgments, penalties,
fines, or amounts paid in settlement for which the Indemnitee is entitled to be
indemnified.
Section 7.7 Indemnification of Employees and Agents. Any person who is
not covered by the foregoing provisions of this Article and who is or was an
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another foreign or
domestic corporation, business corporation, partnership, joint venture, trust,
or other enterprise, whether for profit or not for profit, may be indemnified to
the fullest extent authorized or permitted by the Act or other applicable law,
as the same exist or may hereafter be amended, but in the case of any such
amendment, only to the extent such amendment permits the Corporation to provide
broader indemnification rights that before such amendment, but in any event only
to the extent authorized at any time or from time to time by the Board of
Directors.
Section 7.8 Other Rights of Indemnification. The indemnification or
advancement of expenses provided under Sections 7.1 to 7.7 of this Article is
not exclusive of other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the articles of incorporation,
bylaws, or a contractual agreement. However, the total amount of expenses
advanced or indemnified from all sources combined shall not exceed the amount of
actually expenses incurred by the person seeking indemnification or advancement
of expenses. The indemnification provided for in Sections 7.1 to 7.5 of this
Articles continues as to a person who ceases to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of the person.
Section 7.9 Liability Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, business corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against the person and incurred
by the person in any such capacity or arising out of the person's status as
such, whether or not the Corporation would have the power to indemnify the
person against such liability under the provision of the Act.
Section 7.10 Severability. Each and every paragraph, sentence, term and provision of this Article shall be considered severable in that, in the event a court finds any paragraph, sentence, term or provision to be invalid or unenforceable, the validity and enforceability, operation, or effect of the remaining paragraphs, sentences, terms, or provisions shall not be affected, and this Article shall be construed in all respects as if the invalid or unenforceable matter had been omitted.
Section 7.11 Definitions. "Fines" shall include any excise taxes assessed
on a person with respect to any employee benefit plan; and "serving at the
request of the corporation" shall include any service as a director, officer,
employee, or agent of the corporation which imposes duties on, or involves
services by, the director, officer, employee, or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be considered to have acted in a manner "not opposed to the best interests of
the Corporation as referred to in Section 7.1".
Section 8.1 Statement of Policy. It is the policy of the Corporation that all officers, and/or directors, and or members shall scrupulously avoid any conflict between their own respective individual interests and the interests of the Corporation, in any and all actions taken by them on behalf of the Corporation in their respective capacities.
Section 8.2 Dealing with the Corporation. A contract or other transaction
between the Corporation and one or more of its directors, officers, and/or
members, or between the Corporation and a domestic or foreign corporation, firm,
or association of any type or kind, in which one or more of the Corporation's
directors, officers, and/or members are directors or officers, or are otherwise
interested, shall not, because of the interest, or because such directors are
present at the meeting of the Board of Directors or committee thereof at which
such contract or transaction is acted upon, or because their votes are counted
for such purpose, be enjoined, set aside, or give rise to an award of damages or
other sanctions in a proceeding by a member or by or in the right of the
Corporation, if any of the following conditions are satisfied:
8.2.1 The contract or other transaction is fair and reasonable to the Corporation when it is authorized, approved, or ratified; or
8.2.2 The material facts of the contract or transaction and the director's, officer's, or member's interests are disclosed or known to the Board of Directors or committee thereof, and the Board of Directors or committee thereof authorizes, approves, or ratifies the contract or transaction by a vote of a majority of the directors or the committee members who had no interest in the contract or transaction, even though less than a quorum; or8.2.3 The material facts of the contract or transaction and the director's, officer's, or member's interest are disclosed or known to the members, and the members authorize, approve, or ratify the contract or transaction by a vote of a majority of the members who had no interest in the contract or transaction. Members holding a majority of votes held by members who had no interest in the contract or transaction, shall constitute a quorum for any such vote.
Section 8.3 Procedure in Event of Potential Conflict of Interest. In the
event that any officer, director, or member of the Corporation shall have any
direct or indirect interest in, or relationship with, any individual or
organization which proposes to enter into any transaction with the Corporation,
such officer, director, or member shall give the Board of Directors written
notice of such interest or relationship, and shall thereafter refrain from
voting or otherwise attempting to exert any influence on the Corporation, its
Board of Directors, or its committees, to effect its decision to participate or
not to participate in such transaction.
Section 8.4 Notice of Policy. Every officer, director, or member shall be
advised of the policies set forth in this section by the president immediately
upon election or appointment. Each officer, director, or member shall be asked
to submit a letter outlining any possible area of conflict of interest at the
first meeting of the Board of Directors following his or her election or
appointment, and the letter shall become a part of the permanent records of the
Corporation.
Section 8.5 Publication of Policy. The policy set forth in this section
shall be called to the attention of the Board of Directors and each committee of
the Corporation at a regular meeting thereof, not less than once each year, and
such action shall be recorded in the minutes of such meeting. A copy of this
policy shall be furnished to each officer and director who is presently serving
the corporation, or who may hereafter become associated with the Corporation.
Section 9.1 Fiscal Year. The fiscal year of the Corporation shall be from July 1 to June 30.
Section 9.2 Audits. There shall be an audit of the annual financial
statements of the Corporation by an independent certified public accountant
approved by the Board of Directors every two years, at the end of the treasurers
term, or as otherwise required by the Board of Directors.
Section 10.1 Contracts, Conveyances, Etc. All conveyances, contracts and
instruments of transfer and assignment shall be specifically approved by the
Board of Directors and shall be executed on behalf of the Corporation by such
Officers or agents as may be specifically authorized by the Board of Directors.
Section 10.2 Execution of Instruments. All Corporation instruments and
documents including, but not limited to, checks, drafts, bills of exchange,
acceptances, notes or other obligations or orders for the payment of money shall
be signed by the President and countersigned by such Officers of the Corporation
as from time to time are provided by a resolution of the Board of Directors.
Section 10.3 Borrowing. No loans and no renewals of any loans shall be
contracted on behalf of the Corporation except as authorized by the Board of
Directors of the Corporation. When authorized so to do, any Officer or agent of
the Corporation may effect loans and advances for the Corporation from any bank,
trust company or other institution or from any firm, corporation or individual,
and for such loans and advances may make, execute and deliver promissory notes
or other evidences of indebtedness and liabilities of the Corporation. When
authorized to do so, any Officer or agent of the Corporation may pledge,
hypothecate or transfer, as security for payment of any and all loans, advances,
indebtedness and liabilities of the Corporation, any and all stocks, securities
and other personal property at any time held by the Corporation and to that end
may endorse, assign and deliver the same. The authority contained in this
Section 9.3 shall be express and confined to specific instances.
Section 10.4 Adjourned Meetings. A majority of the Directors present,
whether or not a quorum, may adjourn any meeting to another time and place.
Notice of such adjourned meeting shall be given even though the time and place
thereof are announced at the meeting at which the adjournment is taken.
Section 10.5 Method of Giving Notices. Any notice required by statute or
by these Bylaws to be given to the Directors, or to any Officers of the
Corporation unless otherwise provided herein or in any statute, shall be given
by mailing to such Director or Officer at his or her last address as the same
appears on the records of the Corporation, and such notice shall be deemed to
have been given at the time of such mailing.
Section 10.6 Action by Written Consent. Action required or permitted to
be taken pursuant to authorized vote at any meeting or the Board of Directors or
a committee thereof, may be taken without a meeting if, before or after the
action, all members of the Board of Directors or the committee consent thereto
in writing. Written consent shall be filed with the minutes of the proceedings
of the Bard or committee. Such consent shall have the same effect as the vote of
the Board or committee for all purposes.
Section 10.7 Participation in Meeting by Telephone. By oral or written
permission of a majority of the Board of Directors, a member of the Board of
Directors or of a committee designated by the Board may participate in a meeting
by means of conference telephone or similar communications equipment by means of
which all personal participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section 9.7 constitutes presence in
person at the meeting.
Section 10.8 Corporate Seal. The corporate seal may be used by causing it
or a facsimile to be affixed, impressed or reproduced in any other manner. The
corporate seal is as follows: "Michigan Association of PeriAnesthesia
Nurses-1976". The seal shall be in the custody of the Secretary.
Section 11.1 Amendments. These Bylaws may be altered or amended by the Members in the following manner:
(a) Standard Operations Committee reviews the Bylaws annually and submits all recommended amendments to the Board at the first meeting of the new calendar year.
(b) The Board reviews the recommended amendments to the Bylaws before it may be submitted to the membership for vote.
(c) Once reviewed and recommended by the Board, the proposed bylaw amendment, a ballot, and a postage paid return envelope must be mailed to the Members.
(d) The Members shall have sixty (60) days to review the proposed amendments and return the completed ballot to the Board.
(e) The returned ballots shall constitute a quorum. The vote of a majority of the returned ballots shall prevail.
(f) The results of the vote shall be announced in the following manner: the newsletter of the Corporation, at the annual meeting of the Members, or by contacting the Secretary by mail.
Section 11.2 Rules and Regulations. The Board of Directors may adopt
additional rules and regulations, general or specific, for the conduct of their
meetings, and additional rules and regulations, general or specific, for the
conduct of the affairs of the corporation provided, however, no such additional
rule or regulation shall be inconsistent with or in contravention of any
provision of the Articles of Incorporation to these Bylaws.
Section 12.1 Classes of Membership. Membership shall consist of four classes of members: active, associate, retired and honorary.
Active: Members shall be duly licensed nurses that are presently employed as full or part time nurses in any phase of perianesthesia care and who are in good standing with their licensing agency. Active members are eligible to hold office, vote, to chair and serve on elected or appointed committees and exercise delegate power.
Associate: Physicians, nurses and health care practitioners who are especially interested in the care of patients in all phases of perianesthesia care may be elected to membership in this class. Associate members shall receive all notices and publications of the Corporation but shall not vote, hold office, or serve on committees.
Retired: Any active member in good standing who has ceased the active practice of any phase of perianesthesia nursing may request placement in the retired membership class. Retired members have the right to vote and to chair and serve on elected or appointed committees.
Honorary: Honorary members shall be each Past President of the Corporation and persons who have rendered distinguished or valuable service to perianesthesia nursing who are elected honorary members by the Board of Directors. Concurrent membership in another class of membership in the Corporation may be held by an honorary member. Voting rights shall be determined by referring to the concurrent membership status, however, solely honorary members are not entitled to vote.
Member in good standing: Those nurses that have been Members for one (1) year of uninterrupted membership and whose dues are currently paid.
Section 12.2 Application and Membership Fee. Application may be obtained
through the membership committee of the Corporation. The membership fee must be
made payable to ASPAN and returned with the application. The annual membership
fee will be established by the ASPAN and Corporation Board, provided, however,
that if a motion is not made and carried, the Corporation fee shall remain the
same as the preceding year.
Section 12.3 Termination of Membership. Membership shall be terminated
automatically upon (1) the death of a member; (2) filing of a written
resignation by the member with the Secretary of the Corporation; (3) non-payment
of dues; or (4) revocation of Member's professional license.
Section 13.1 Districts. A district is an organization of licensed nurses, physicians, and other medical personnel who are engaged, or otherwise especially interested in the care of patients in all phases of perianesthesia care or in the management, teaching or research of all phases of perianesthesia nursing which has been organized for purposes consistent with the purposes of the Corporation and which has been chartered as a district of this Corporation. No organization shall be chartered as a district if such organization is being formed among members of an existing district.
Section 13.2 Application for and Approval for Charter. The Board of
Directors shall approve the charters for districts. An organization desiring to
become a district shall submit an application for charter, which shall include:
1) Copy of its proposed articles of incorporation and bylaws.
2) A list of its officers and members.
3) A brief summary of the history of the organization.
4) A declaration of intent to abide by the aims, principles, and purposes of the Corporation.
This application shall be forwarded to the Secretary, who shall review such
application to assure that it is complete. It the application is found by the
Secretary and the Standard Operations Committee to be complete, the
recommendation for approval shall be presented to the Board of Directors. The
Secretary shall advise the applicant organization of the Board's action on its
application and if such application has been approved by the Board of Directors,
the Secretary shall issue a charter to the district in such a form as shall be
determined by the Board of Directors.
Section 13.3 District Organization and Bylaws. Each district shall have a
president or chairperson, secretary and such officers as it may desire, all of
whom shall be active members of this Corporation. The secretary of each district
shall serve as the official correspondent with the Corporation and shall
maintain a current roster of all members and officers of the district,
classified according to category of membership. A copy of this roster shall be
forwarded to the Corporation annually by July 1st of the calendar year. Changes
in the roster shall be reported to the Corporation with reasonable promptness.
The secretary of the district shall also advise the Corporation with reasonable
promptness of any changes in the articles of incorporation or bylaws of the
district, which shall not be inconsistent with the articles of incorporation and
bylaws of this Corporation and, among other things, shall provide at a minimum
for the same categories of the membership as are provided in Section 11.1 of
these Bylaws. A district may have additional categories of membership, provided
that these additional categories do not conflict with the provisions of these
Bylaws nor add to district membership individuals who are not eligible for
membership in this Corporation.
Section 13.4 Revocation of Charter. The Board of Directors by a
two-thirds (2/3) majority of its voting members may revoke the charter of a
district for any action which is in conflict with these Bylaws or which, in the
judgment of such two-thirds (2/3) majority, is detrimental to the interests of
this Corporation.
Section 13.5 Debts and Interest in Assets of Districts. The Corporation
shall not be liable for any debts of any district. If a district has its charter
revoked or otherwise disaffiliates from the Corporation, the Corporation shall
have no right or interest in the assets of this district.