Bylawsof the Association of Oklahoma Nurse Practitioners

Bylawsof the Association of Oklahoma Nurse Practitioners

Bylawsof The Association of Oklahoma Nurse Practitioners

BylawsofThe Association of Oklahoma Nurse Practitioners

ADOPTED OCTOBER 16, 2014

AMENDED FEBRUARY 6, 1993

AMENDED OCTOBER 18, 1996

AMENDED SEPTEMBER 26, 1997

AMENDED SEPTEMBER 11, 1998

AMENDED NOVEMBER 18, 1999

AMENDED NOVEMBER 16, 2001

AMENDED NOVEMBER 22, 2002

AMENDED NOVEMBER 13, 2003

AMENDED NOVEMBER 10, 2005

AMENDED OCTOBER 22, 2009

DRAFT DRAFT DRAFT

Article I: Name.

The name of this organization shall be Association of Oklahoma Nurse Practitioners (AONP).AONP is a non-profit 501(c)(6) corporation incorporated under the laws of the state of Oklahoma.hereinafter referred to as AONP.

Article II: Mission Statement.

Section 1:The mission of AONPisto lead Oklahoma Nurse Practitioners (NPs) in promoting patient centered healthcare, including:

  1. to advance, support, and promote the high standards of health care deliveredby nurse practitioners.
  2. to represent the interests of nurse practitioners before the executive andlegislative branches of the government on a local, state, and federal level.
  3. to educate and disseminate information to consumers and other health careproviders about the profession and capabilities of nurse practitioners.
  4. to act as a resource and promote communication between nurse practitionersand other agencies.
  5. to educate third party reimbursement agencies and market the role of nursepractitioners in the health care system.
  6. to provide continuing education for nurse practitioners.

Article III: Membership.

Section 1:The activemembership of AONP (membership in good standing)shall be comprised of all the following categories and is contingent on payment of annual dues.

Section 2:Voting Members.

  1. Regular membership shall be composed ofNurse Practitioners who are recognized topractice in Oklahoma as Nurse Practitioners by the Oklahoma Boardof Nursing. Any registered nurse recognized to practice as a NursePractitioner in another state who is employed by the United StatesGovernment or any bureau, division or agency thereof, who would otherwisebe eligible for recognition by the Oklahoma Board of Nursing is eligible forregular membership with approval of the Executive Board. Regular membersmay vote, hold elected or appointed office and serve oncommittees.

Section 3:Non-Voting Members.

  1. Associate Membership shall be open to any person who is not an NP but is interested in fostering themission of AONP. Associate membersand may havea voice and serve as committee members. They may not vote nor serve asofficers of AONP.
  2. Student membership shall be open to any registered nurse enrolled in aneducational program preparing nurse practitioners or pending recognition topractice as aNurse Practitioner in Oklahoma. Studentmembersmay have a voice, be appointed by the ExecutiveBoard to serve as chair membersof ad hoc committees, and serve as committee: members. They may not vote nor serve as officers of AONP.
  3. Honorary Members shall be persons who have made outstandingcontributions, which foster the purpose of AONP. The regular members shallelect them. They may not vote nor hold office, nor pay dues.
  4. Sponsoring Membership shall be any individual, business, organization orgroup that wishes to support the purposes and goals of the organization.Sponsoring members may not vote nor hold office.
  5. Inactive/Retired members shall be any NP who meets the definition ofinactive/retired status as currently set forth by the Oklahoma Board ofNursing. They may not vote nor serve as officers of AONP.

Section 4:Termination of Membership.

  1. Any member who fails to pay dues shall be dropped from the membershiprolls.
  2. Members shall be subject to expulsion by a two-thirds vote of the ExecutiveBoard, at a regular or special meeting thereof, for violation of confidentiality or of AONP bylaws and/or for conduct unbecoming amember or conduct prejudicial to the aims or repute of AONP, revocation of the member’s license or registration as a registered nurse or advanced practice nurse, or conviction of a felony which indicates the member may be a danger to public health or safety. AfterA two week noticeandof the meeting and opportunity for a hearing at that meetingare afforded the member complained against.
  3. An expelled member may apply via written request for reinstatement after one year following final action on the expulsion. The Executive Board is the final authority and with a majority vote may accept application for reinstatement under such terms and conditions as it may deem appropriate.

Article IV: Annual Dues.

Section 1:The Executive Board with approval of the membership shall establish annualdues. The Executive Boardshallreview the dues structure annually and recommend changes as needed.

Section 2:Membership dues must be paid annually to AONP. Members shall forfeit allmembership rights if dues are not paid within 30 days following the end of themembership period. The membership year shall begin at the receipt of dues andend one year from the end of that month.

Section 3:No monies shall be refunded or additional monies collected when a change indues category is made within a membership year.

Article V: Central Office

Section 1:Central Office. The Executive Board shall establish a central office for theAssociation at a location determined by the Board for the purpose of carrying onthe business of the Association.

Section 2:Office Management. The Executive Board may contract with, and/or employpersonnel to provide management services deemed necessary by the ExecutiveBoard to carry out the business of the Association. The responsibilities andremuneration of said management personnel shall be delineated in a jobdescription and/or contract as set forth by the Board.

Article VI: Officers and Regional Representatives

The elected officers of theAONP shall be: President, President-Elect, Immediate Past President, Secretary, andTreasurer.

Non-elected officers shall be: the Immediate Past President, and the American Association of Nurse Practitioners (AANP) State Representative.

There shall be six (6) electedStateRegional Representatives, one for each of the following regions ofthe state:

Northwest: Alfalfa, Beaver, Blaine, Cimarron, Custer, Dewey, Ellis, Garfield,Grant, Harper, Kingfisher, Logan, Major, Roger Mills, Texas, Woods, andWoodward counties.

Northeast: Adair, Cherokee, Craig, Creek, Delaware, Kay, Lincoln, Mayes,Muskogee, Noble, Nowata, Okmulgee, Osage, Ottawa, Pawnee, Payne, Rogers,Sequoyah, Wagoner, and Washington counties.

Southwest: Beckham, Caddo, Carter, Comanche, Cotton, Garvin, Grady, Greer,Harmon, Jackson, Jefferson, Kiowa, McClain, Love, Murray, Stephens, Tillman,and Washita counties.

Southeast: Atoka, Bryan, Choctaw, Coal, Haskell, Hughes, Johnston, Latimer,LeFlore, Marshall, McCurtain, McIntosh, Okfuskee, Pittsburg, Pontotoc,Pottawatomie, Pushmataha, and Seminole counties.

Tulsa Metropolitan: Tulsa County.

Oklahoma City Metropolitan: Canadian, Cleveland, and Oklahoma counties.

Section 1:Qualifications of Officers and StateRegional Representatives.

Officers and StateRegional Representatives must:

  1. Be regular members as defined in these bylaws, and
  2. Shall have been an active voting member in good standing for a period of atleast one full year prior to the date of any election.

Section 2:Functions of Officers and StateRegional Representatives.

  1. The President shall be chairperson of the Executive Board, shall provideleadership for AONP, shall set the meeting agendas,and preside at meetings. The President shall serve as ex-officiomember of all standing, ad-hoc, and special ad-hoc committees. ThePresident or their designee shall be the official spokesperson of AONP. Noother member shall representhimselfor herself in this capacity without priorapproval of the President.
  2. The President-elect shall be an active aid to the president and becomeacquainted with the affairs of the association in preparation for a term asPresident. In the absence of the President, the President-elect shall assumethe duties of President. The President-elect shall serve as chair of the EventsCommittee.
  3. The Secretary shall:
  1. Keep the minutes of all meetings of AONP and the Executive Board,preserve all papers, letters, and transactions of AONP at the central officewith the assistance of and in conjunction with management personnel.
  2. Conduct the general correspondence of AONP and the Executive Boardwith the assistance of management personnel.
  3. Keep an accurate record of the names and addresses of all members ofAONP with the assistance of management personnel.
  4. Send or cause to be sent notice of the time and place of all meetings tomembers.
  5. The retiring Secretary shall deliver, within one month after the electionall records and minutes of AONP to the Executive Board and managementpersonnel.
  6. The Secretary shall serve as chair of the Membership Committee.
  1. The Treasurer shall:
  1. Oversee all funds and transactions of AONP in a bankat a financial institution designated by theExecutive Board and oversee payment of bills incurred and approved forpayment by the Board. No funds shall be withdrawn from the AONPdepository without dual signatures of eitherthe Treasurer or President, andthe AONP officemanagement personnelindividual designated by the Executive Board. ThePresident, Treasurer, orand AONP management designee shall sign a checkauthorization card at the designated bank.
  2. Receive and reconcile bank statements monthly and oversee all AONPfinancial activities providing written financial statements at all meetingsof the Executive Board and AONP meetings with the assistance of and inconjunction with AONP officemanagement personnel.
  3. Deliver and cause to be delivered (annually at the end of the fiscal year),all financial records to be reviewed by a non- affiliated party approvedby the Executive Board who shall disclose their findings and theirmethod of review.
  4. Shall cause to be prepared all tax reports and returns as may be requiredby State or Federal governments. If the Treasurer is unable to fulfill theduties of Treasurer, the President and President-elect shall be authorizedto sign checks and transact business until a new Treasurer is elected orappointed. The retiring Treasurer shall within one month after theelections deliver to the Executive Board and management personnel allmoney, vouchers, books, and papers of AONP held in custody. Thetreasurer shall prepare a yearly budget, with the assistance of theFinance Committee and management personnel. The treasurer shall bethe board contact person with any and all investment advisors. TheTreasurer shall arrange for an annual Board review of investmentaccounts with any and all Investment advisors. Should an investmentchange be beneficial to AONP, at a time other than the annual review, theTreasurer may request the Board President call a special meeting orarrange for communication of suggestions with AONP board as outlinedin Article VII, Section 4.
  5. The treasurer shall serve as the chair of the Financial Committee
  1. The Immediate Past President shall:

1. Serve as the Parliamentarian

2. Be chair of the Bylaws Committee (this committee will review/revise both the AONP bylaws and the AONP Strategic Plan).

3. Be the chair of the Past Presidents Council

  1. The State Regional Representative shall reside or practice (at least 20 hours/week) in the region theyrepresent. The State Regional Representative shall serve as a member of theExecutive Board,andcoordinate a communication network within their region, and promote membership into AONP.
  2. The AANP State Representative shall represent both the Nurse Practitioners inOklahoma and the AANP and serve as a member of the Executive Board.The AANP StateRepresentative will coordinate a communication network betweenthe AANP and the AONP, and shall be the Legislative Chair for AONP during their tenure.

Section 3:Terms of Office.

  1. The term of office of the President shall be one year. At the end of this term, the President shall automatically succeed to the Immediate Past President position.
  2. The Immediate PastPresident shall serve on the Executive Board for one year and shall serve asthe Parliamentarian and Bylaws Committee Chair.
  3. The President-elect shall serve one year and automatically succeed to thePresidency. The President-elect shall serve on the Executive Board as anofficer or State Regional Representative, in the year immediately prior to running forthe office of President-elect.
  4. The Secretary and Treasurer shall be elected to serve two years or until theirsuccessors are elected. The Secretary shall be elected in even numberedyears. The Treasurer shall be elected in odd numbered years.
  5. The StateRegional Representatives shall be elected to serve two years or untiltheir successors are elected.
  6. No officer shall serve more than two consecutive terms in the same officewith the exception of the AANP StateRepresentative who is nationally appointed.An officer who has served more than half a termshall be considered to have served a full term.
  7. Terms of office shall begin January 1 and end December 31 of each year.Newly elected and retiring officers and StateRegional Representatives shall meet atleast once after the annual meeting/election of officers and prior to beginningthe new terms of office on January 1.

Section 4:Transition to Office.

Transition of materials and brief orientation to office shall be the responsibility ofthe outgoing officereither at the annual AONP meeting or before January 1. Materials/orientation shall include but not be limited to a folder containing a copy of the AONP bylaws document and AONP strategic plan.

Section 5:Vacancies.

  1. In the event of a vacancy occurring in the office of President, the Presidentelectshall move into the office of President, andcomplete the remainder of the term of thePresident and (the term for which originally elected). The Executive Boardshall appoint an individual to fulfill the duties of the President-elect, until thenext annual election; at which time a President- elect shall be elected.
  2. In the event of a vacancy in the office of the President-elect, the ExecutiveBoard shall appoint an individual to fulfill the duties of the President-electuntil the next annual election, at which time both a President and a Presidentelectshall be elected.
  3. All other vacancies on the Executive Board shall be filled byappointment following a majority vote ofthe ExecutiveBoard.The replacement shall complete the term of the Executive Board member being replaced.

Section 6:Termination of Office.

An officeror board member may be subject to termination of their office by a two-thirds vote of theExecutive Board, at any regular or special meeting, for violation of the Bylaws of AONP, failure to perform the duties of obedience, loyalty and due care attendant to the office/position held, conduct unbecoming anofficer or for conduct prejudicial to the aims or repute of AONP. Ten days written noticestating the specific reasons for removal or expulsionshall be givenhanded directly(or sent certified mail with return receipt requested)to the officer/board member subject to the termination vote prior to an Executive Board hearing andvote being held. The officer/board member subject to the vote shall have the opportunity to respond to the allegations in writing andfor ahearing before the Executive Board andmay waive that hearing. The officer or board member subject to termination will abstain from the vote to determine his/her termination, and will receive final written notice of the removal decision from the Executive Board. Any member of the Executive Board who is removed from office shall be permanently ineligible to serve as an officer or board member of AANP.

Section 7:Resignation of Office:

An officer or board memberof AONP may resign by:

  1. Giving written notice to the President of AONP or the Executive Director (if the President resigns, her/his written notice must be given to the Executive Director), or
  2. Communicating their resignation orally to the President of AONP in thepresence of another member of the Executive Board or a voting member ofAONP(if the President resigns, her/his verbal notice must be given to the Executive Directorin the presence of another member of the Executive Board). In either case, the resignation shall be effective immediately.

Article VII: Executive Board.

Section 1:Authority.

The Executive Board is the corporate body for the Association of OklahomaNurse Practitioners. The Executive Board serves as the agent for and shall bevested with full control of the affairs for the Association of Oklahoma NursePractitioners.Members of the board shall serve in good faith, demonstrating the highest professional, ethical, and legal standards, and shall fulfill the functions of their positions according to these bylaws.

Section 2:Composition.

The Executive Board members with a voteshall be composed of the elected officers, the elected State RegionalRepresentatives,and theimmediate Past President, the AmericanAssociation of Nurse Practitioners StateRepresentative, and the Legislative Liaison/Legislative Committee Chairperson.

The Board mayshall appoint a Ppast member of the Executive Board to serve as

Historian, as a non-voting member of the Board, to assist the Board in overseeing

the fiscal, financial and business operations of the Boardand advise the Board on matters that have historical significance within AONP. The Historian shall be appointed at the first meeting of the Executive Board each January for a one year term, with no limit to the number of years served.

Section 3:Functions.

  1. Transact the business of AONP in the interim between regular meetings. Allbusiness transactions and decisions occurring since the last regular meetingshall be reported at each regular meeting.
  2. Provide that all officers and management personnel are bonded by aninsurance company in an amount fixed and approved by the Executive Board.
  3. Provide for the proper care of materials, equipment and funds of AONP, forthe payment of legitimate expenses and for an annual review of all financialrecords by a non-affiliated party approved by the Executive Board who shalldisclose their findings and their method of review.
  4. Have power to fill vacancies on the Executive Board.
  5. Hold meetings of the Executive Board as provided in Section 4below.
  6. Authorize Ad Hoc Committees or Special Ad Hoc Committees as defined inthese Bylaws.
  7. Approve the appointment of members to Standing Committees, Ad HocCommittees and Special Ad Hoc Committees.

Section 4:Meetings.

  1. Regular meetings of the Executive Board shall be held at least quarterly.One of these meetings shall be at the time of the annual State AONP Conference.Board members who are unable to physically attend these meetings in person may attend by conference call or other form of remote technology that is agreed upon by the Board. A simple majority of the Executive Board then in office must be in physical attendance. No member of the board shall have the right to have another person attend and/or vote on their behalf.
  2. Special meetings of the Executive Board may be called by the President onfive days notice to each member of the board either personally, by mail, or bye-mail and shall be called by the President in like manner upon request ofthree or more members of the Executive Board. If the President is not accessible, the Executive director may be contacted to call the meeting. Notification of said specialmeeting shall be conveyed and confirmed by management personnel. Specialmeetings shall be held at such time and place as may be specified in thenotice thereof(location shall be agreed upon by members of the Board).
  3. Emergency Meetings of the Executive Board may be called with personalnotification and consent of majority of the Executive Board. Time, placeand specific agenda items shall be specified in the notice of the meeting.Only items specified in the notice may be considered at EmergencyMeetings.
  4. TelecommunicationMeetings: Members of the Executive Board may participate in ameeting of the Executive Board by means of conference telephone or similarcommunications equipment by means of which all persons participating inthe meeting can hear each other, and provide input in a meeting pursuant tothis section; this shall constitute presence in person at such meeting. A verbal votetaken during a telephonic meeting shall be deemed valid upon e-mailconfirmation of said votefrommanagement personnelto board members. The e-mailconfirmations of the vote shall be attached to the minutes of the telephonicmeeting and filed with the Secretary.
  5. Action Without Meeting: Any action required or permitted to be taken at ameeting of the Executive Board may be taken without a meeting if a record ormemorandum thereof be made in writing and approved by a majority of theExecutive Board. Such record or memorandum shall have the same effect asa meeting of the Executive Board and shall be filed with the Secretary ofAONP and made a part of the AONP record.
  6. Neither absentee ballots nor proxy votes will be available orvalidatany meeting of the Executive Board. Absence of a member of theExecutive Board from three (3) consecutive meetings of the Executive Boardshall constitute a resignation unless confined by illness or other absenceapproved by a majority vote of the Executive Board at any meeting thereof.A vacancy created in such a manner shall be filled according to Article VVI,Section V 5.
  7. Whenever a director or officer has a financial or personal interest in any matter coming before the Executive Board, the affected person shall a)fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested board members determine that it is in the best interest of AONP to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

Section 5:Quorum.

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