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ANAC Bylaws

Approved by the ANAC membership, March 1, 2012

Article I

The name of this nonprofit organization shall be the Association of Nurses in AIDS Care hereinafter sometimes referred to as ANAC.

Article II

Mission
The mission of the Association is to promote the individual and collective professional development of nurses involved in the delivery of health care to persons infected or affected by the Human Immunodeficiency Virus (HIV) and to promote the health and welfare of infected persons by:

•    creating an effective network among nurses in AIDS Care;
•    studying, researching and exchanging information, experiences, and ideas leading to improved care for persons with AIDS/HIV infection;
•    providing leadership to the nursing community in matters related to HIV/AIDS infection
•    advocating for HIV infected persons;
•    promoting social awareness concerning issues related to HIV/AIDS;

Inherent in these goals is the abiding commitment to the prevention of further HIV infection.

Article III

Membership
Section 1.     Classifications
There shall be five classifications of membership: Active, Disabled, Associate, Affiliate, and Corporate.

Section 2.     Qualifications and Privileges

A. Active members shall be Licensed Registered Professional Nurses or Licensed Practical/Vocational Nurses or the international equivalent, engaged or interested in the delivery of health care to persons infected with or affected by HIV, and shall be eligible to vote, hold office, serve on, and chair committees.

B. Disabled members shall be Registered Nurses or Licensed Practical/Vocational Nurses or the international equivalent of Registered Nurses and Licensed Practical/Vocational Nurses.  Disabled nurses are entitled to the same membership privileges as active members, such as voting rights, holding office, serving on and chairing committees. Annual dues will be determined by the Board of Directors. Disabled membership fee should cover the cost of the journal.  

C. Associate members shall be any student enrolled in an accredited educational program leading to licensure as a professional or practical/vocational nurse. Associate members are not eligible to vote or run for any elected office at the National level, but may serve on National level committees. Associate members shall be eligible to vote, hold elected office and serve on any committee on the local Chapter level.
 
D.  Affiliate members are persons affiliated with the health care industry who support the goals of ANAC but do not meet the requirements for another category of membership. Affiliate members shall be eligible to vote, hold elected office and serve on any committee on the local Chapter level. Affiliate members are not eligible to vote or run for any elected office at the National level, but may serve on National level committees.

E. Corporate members shall be organizations, corporations, or individuals interested in supporting the mission of the Association. Corporate members shall be excluded from voting, holding office and serving on committees.

F.  Retired members shall be licnesed Registered Professional nurses or License Practical/Vocational nurses or the international equivalent, interested in the delivery of health care to persons infected or affected by HIV.  To qualify for retired dues, the nurse must have been an ANAC member in good standing for the five years prior to their application for retired dues.  No proof of retirement is required.  Proof of age over the federal retirement age is required.  The cost of retirement dues will be the same as that of Disabled dues.  Retired members shall be eligible to vote, hold office, serve on and chair committees.  Retired member will continue to receive all benefits of Active members including JANAC.


Section 3.     Dues
Membership dues shall be determined by the Board of Directors. A dues increase of more than ten percent (10%) of current dues for Active, Associate or Affiliate members must be approved by a simple majority of the voting membership.

Section 4.     Termination

A. If the dues of any member are not received sixty (60) days after the membership expiration date, that membership shall automatically terminate on the    sixtieth (60th) day.

B. If a member does not abide by the Association bylaws, or engages in activities which may place the Association in legal or professional jeopardy, or knowingly misuses Association property or assets, the Board of Directors may terminate that membership by a 2/3 (two-thirds) vote of the entire Board. No such action shall be taken until the member is advised of the specific charges, given a reasonable time to prepare a response, and afforded a full hearing before the Board of Directors.

Article IV

Officers and Directors
Section 1.     Composition
Officers and Directors shall be President, President-elect, Secretary and Treasurer.  There shall be six (6) Directors.

Section 2.     Eligibility

A. Officers and Directors eligible to serve at the National level shall have been voting members at the National level for two years immediately prior to assuming office.

B. Directors shall have served at least two years on ANAC committees, task forces, editorial boards, interest groups, and/or as a voting member of a local chapter Board of Directors.

C. The President-elect shall have served at least one term on the National ANAC Board of Directors or as an Association Committee Chair, Task Force leader, Editor, Interest Group leader and/or as a local Chapter President.

D. The Secretary and Treasurer shall have served at least two years on the National ANAC Board of Directors; a national committee; task force, editorial board, or interest group; and/or in a local chapter as a member of the Board of Directors.


Section 3.     Term of Office

A. The term of office shall begin at the close of the Annual Business Meeting in the year of election.

B. An individual may not hold more than one elected or appointed office at the same time.

C. The Secretary, Treasurer and Directors shall serve a two (2) year term or until their successors are elected. One-half of the total number of Directors shall be elected in even years and one-half in odd years. The positions of Secretary and Treasurer will likewise be elected in alternating years.

D. The President shall serve a term of two (2) years or until election of officers.

E. The President-elect shall serve in that office for a two (2)-year term and then shall become President for a two (2)-year term. The President-elect shall be elected in odd numbered years.

F. No person can serve more than eight consecutive years on the Board.
 

Section 4.     Duties
Officers and Directors shall perform those duties prescribed by the law, the Articles of Incorporation, and these bylaws.

Section 5.     Vacancies

A. In the event a vacancy occurs in the office of the President, the vacancy shall be filled by the President-elect who shall fill the complete unexpired term of the President and shall continue in office as President during their regularly scheduled 2-year term. 

B. If the President-Elect cannot complete the unexpired term of President, the Officers of the Board of Directors will complete that role.  The order of succession will be the Secretary then the Treasurer.  If the President-Elect, Secretary and Treasurer decline, then the Board of Directors may appoint a successor, with the proviso that the candidate selected must have served at least one year on the Board of Directors.

C.  In the event of a vacancy in the office of President-Elect, Secretary or Treasurer, the Board of Directors may appoint a successor from the standing Directors at large, with the proviso that the candidate selected must have served at least one year on the Board of Directors.

D.  A vacancy on the Director at Large position shall be filled by the Board at their next regularly scheduled meeting with the proviso that the appointed person meets the requirements for a Director at Large position.  Consideration will be given to members with the skills necessary to meet the needs of the vacant position on the Board of Directors.  The appointment process entails the suggestions of names of eligible persons to the President and/or Board of Directors, there is discussion at the Board meeting and then the Board votes to make the appointment.

E.  In the case of a tie vote for any office (i.e. President-Elect, Secretary, Treasurer and Director at Large), the tie shall be broken by drawing lot in a manner to be determined (e.g. Drawing a name from a "bowl" or "hat" or drawing numbers.  The President shall do the drawing with at least 2 witnesses).

Article V

Membership Meetings
Section 1.     Annual Meeting
An Annual Meeting of the membership shall be held at a time and place determined by the Board of Directors.

Section 2.     Special Meetings
Special meetings of the membership may be called at any time by a majority of the Board of Directors, or upon request given by 25% (twenty-five per cent) of voting members.

Section 3.     Notice
Written notice of the Annual Meeting shall be given to all members at least forty-five (45) days prior to the meeting. Notice of special meetings shall be given to all voting members at least twenty (20) days prior to the meeting.

Section 4.     Quorum
Members present and voting shall constitute a quorum.

Article VI

Board of Directors
Section 1.     Composition
The Board of Directors shall be composed of the elected or duly appointed officers and Directors.

Section 2.     Duties
The Board of Directors shall manage the business and affairs of ANAC.

Section 3.     Meetings 

A. Meetings shall be held at such time and place as the Board of Directors determine.

B. Business requiring action by the Board of Directors may be conducted online.  Such action shall be subject to ratification at the next regular meeting of the Board of Directors.

C. Special meetings may be called by the President or upon written request of five (5) Board members.

Section 4.     Notice
Notice of any such meeting shall be given to each officer and director.

Section 5.     Quorum
Six (6) members of the Board of Directors, one of whom must be an officer, shall constitute a quorum for the transaction of business.

Section 6.     Removal from Office.
Any Director or officer, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds affirmative vote of the entire Board then in office whenever, in its judgment, the best interests of ANAC would be served thereby.  The Director or officer removed shall be given notice of said meeting and given an opportunity to be heard.

Article VII

Committees
Section 1.     Standing & Special Committees
Unless specified otherwise in these bylaws, all standing and special committees shall be appointed by the Board of Directors. 

Section 2.     Nominating Committee

A. The Nominating Committee shall be composed of five (5) elected members.

B. The person receiving the highest number of votes shall chair the committee in the second year of that member’s term. 

C. To be eligible to serve on the Nominating Committee, individuals shall have been voting members of ANAC at the National level for two (2) years immediately prior to committee membership. A Nominating Committee member shall not be a candidate for any elected position during his/her term of office.  Current members of the Board of Directors shall not serve on the nominating committee.

D. The term of office shall be two years, with sixty percent (60%) of the total number of committee members elected in even years and forty percent (40%) in odd years.

E. Duties and Responsibilities 

1. The Nominating Committee shall prepare and submit to each voting member a ballot with at least one nominee for each elected   office in ANAC. 

2. Validation of current membership and confidentiality of voting shall be components of the ballot protocol.

3. Unless stated otherwise in these bylaws, all policies for the conduct of the nominations and elections shall be recommended by the Nominating Committee and approved by the Board of Directors.

4. The candidate receiving the highest number of votes for each elected office shall be declared elected.

5. Tie votes shall be broken by lot.

6. The Nominating Committee shall oversee the election procedures.

F. Vacancies on this committee shall be filled by appointment by the Chairperson of the Nominating Committee until the next scheduled election.

Section 3:     Bylaws Committee

A.  The Bylaws Committee shall be appointed by the Board of Directors for a two year term or until their successors are appointed.

B. Initiates a call for proposed bylaws amendments and resolutions for the Annual Meeting in accordance with ANAC policy.

C.  Receives or initiates proposed ANAC bylaws amendments and resolutions.

D.  Prepares proposed bylaws revisions for review by the Board of Directors and the membership in accordance with required procedure as outlined in these bylaws.

 

Article VIII

Constituencies
Section 1.     Chapters
Groups of ten (10) or more active ANAC members may petition for a Chapter Charter. Charters shall be approved and awarded by the Board of Directors. Chapters shall fulfill the purposes of ANAC at the local level. The structure and functions of chapters shall be consistent with the bylaws, policies and procedures of ANAC.  Chapter bylaws shall be reviewed by ANAC’s Bylaws Committee to validate congruency between chapter bylaws and ANAC’s bylaws.

Section 2.     Councils
A. The Board of Directors may establish councils as deemed necessary or desirable to carry out the mission of the Association. 

B. The composition, powers, rules, regulations and financial affairs of these councils shall be submitted by the council and approved by the Board of Directors.

Article IX

Indemnification
Directors and officers of the Association shall be indemnified as of right to the fullest extent now or hereafter permitted by law in connection with any actual or threatened civil, criminal, administrative or investigative action, suit or proceeding (whether brought in the name of the Association or otherwise) arising out of their service to the Association or to another organization at the Association’s request. Persons who are not Directors or officers of the Association may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors. ANAC may maintain insurance to protect itself and any such Director, officer or other person against any liability, cost or expense incurred in connection with any such action, suit or proceedings.

Article X

Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised, shall govern ANAC except in cases specified by these bylaws, standing rules or special rules of order adopted by the members.

Article XI

Amendments
Section 1.     Proposal
Proposed amendments can be presented to the Bylaws and Resolutions Committee by the Board of Directors, a committee, a chapter, or any member of ANAC.

Section 2.     Voting
Proposed bylaws amendments shall be published through ANAC emails prior to the Annual Meeting. During the Annual Meeting a Public Forum will be held to discuss the proposed amendments. After the Annual Meeting, a ballot containing the proposed bylaws amendments shall be sent to all active members in good standing. The ballot will contain the exact wording of the proposed amendment and the deadline for online voting. Validation of current membership and confidentiality of voting shall be components of the ballot protocol.

Section 3.     Effective Date
Amendments which have been approved by a majority vote of the members voting shall become effective the first day of the month following the ballot deadline vote.


 
Association of Nurses in AIDS Care 3538 Ridgewood Road, Akron, Ohio 44333-3122
tel: 800.260.6780 (toll free) 330.670.0101 (phone) fax: 330.670.0109 email: anac@anacnet.org