SDONE By-Laws
BYLAWS, RULES AND REGULATIONS OF
SOUTH DAKOTA ORGANIZATION OF NURSE EXECUTIVES
OF THE SOUTH DAKOTA ASSOCIATION OF HEALTHCARE ORGANIZATIONS
ARTICLE I
PURPOSE
Section 1 The South Dakota Organization of Nurse Executives (SDONE) is organized exclusively for charitable, scientific, and educational purposes as a not-for-profit association. It shall be conducted so that no part of its income or earning will inure to the benefit of any member, officer or other individual. Upon dissolution, the assets shall be distributed to an organization enjoying an exempt status under S501 (c) (3) of the Internal Revenue Code of successor statutory authority.
Section 2 To promote safe and effective patient care through its leadership and through the advancement of its members as leaders of a clinical discipline and as executives in Healthcare Management by:
a. Providing a forum for sharing and providing solutions to problems which nursing leaders have in common.
b. Exploring and developing awareness of current legislation and its impact on the consumer and health care providers.
c. Continuing an affiliation with the South Dakota Association of Healthcare Organizations through the mechanism of communication between the Organization and the Association.
d. Providing consultation on matters of nursing administration and nursing care.
e. Assessing the environment of its influence on health care delivery and nursing practice.
f. Participating in the formulation of public policies that influence health care and nursing.
g. Providing leadership in developing and promoting standards for practice and recognition of nursing leaders.
h. Acquiring, maintaining and disseminating data information necessary for analysis, policy formulation and strategic planning at the National, State and Local levels.
ARTICLE II
AUTHORITY
Section 1 The authority to administer the business of the Organization shall be vested in the Executive Board, to be elected/appointed by the membership of the Organization as herein provided.
Section 2 The Organization recommends to the Board of Trustees of the SDAHO (Association) policies within the area of its interest. It may recommend programs and activities to be undertaken by the Association. It reviews and takes positions on issues related to its area of interest that are proposed by other bodies within the Association structure.
Recommendations, comments and position statements are forwarded to the Board of Trustees of the Association by vote of the Executive Board of the Organization or by two-thirds vote of the voting members present at authorized meetings.
ARTICLE III
MEMBERSHIP
Section 1 Individuals eligible for active membership in SDONE shall be registered nurse leaders who are active in the field of health care. This will include, but is not limited to, RN’s who hold or aspire to hold an organizational role of administration/management who are accountable for strategic, operational and/or performance outcomes in sites where health care is delivered; faculty in graduate and undergraduate nursing programs, including deans and directors; executive directors of AONE Affiliated Groups; consultants in nursing administration/management practice; persons working in professional associations, regulatory agencies and/or accrediting health care organizations; retired full members and editors of professional nursing journals. Eligible leaders may vote in meetings, hold office or vote for Executive Board Members of the Organization except as otherwise set forth in these Bylaws. Membership eligibility will be extended to former members licensed in the profession of nursing and interested in maintaining membership or rejoining SDONE but present role does not meet eligibility criteria.
Further, candidates for membership must be currently licensed in the state of South Dakota or hold a multi-state privilege to practice with the exception of federal government employees who are required to be licensed in only one state.
PAST PRESIDENTS
Past presidents of the Organization, regardless of their current work positions shall be granted lifetime honorary membership in the Organization, however, in order to hold office in the Organization they must meet one of the membership eligibility requirements as stated in ArticleIII, Section 1. Honorary past president members will not be required to pay dues, can have voice in organization matters, however, no voting rights.
Section 2 ESTABLISHMENT OF MEMBERSHIP
Membership in the Organization shall become effective upon approval by Executive Board, or designee, of a completed application form and the receipt of the specified dues.
Section 3 TRANSFER OF MEMBERSHIP
Membership in the Organization shall not be transferable to another person. A member who changes institutional affiliation shall retain membership during the full term for which dues have been paid.
Section 4 TERMINATION OF MEMBERSHIP
a. RESIGNATION. A member may at any time file a resignation from the Organization in writing to the Board.
b. ACTION OF THE EXECUTIVE BOARD. The Executive Board may suspend or expel any member for any cause it deems sufficient after giving such member an opportunity for hearing, in accordance with the basic rules, affording due process to determine the truth and sufficiency of the charge. Any member suspended or expelled may be reinstated by the affirmative vote of a majority of the members of the Board.
Section 5 HONORARY MEMBERSHIP
Honorary membership shall be granted nurses of distinction, who may be elected to membership in the Organization by the Board. Honorary members shall pay no dues, have voice, but no vote, in the Organization.
ARTICLE IV
DUES
Section 1 Annual dues will be established by the membership at the annual meeting, as recommended by the Board.
Section 2 All dues paid to the Organization shall become the property of the Organization; to be spent in accordance with an annual budget approved by the membership. No portion of the dues paid by any member shall be refundable because membership is terminated for any reason.
Section 3 The Organization may accept, retain, or expend any funds or property that may be donated to further the work or programs of the Organization.
Section 4 The membership year is the 12-month period beginning each January. New members applying for membership during the third (3rd) quarter of the organizational year shall pay dues prorated at fifty percent (50%) of the annual dues. New members applying for membership during the fourth (4th) quarter of the Organization year shall be forgiven dues for that period and dues will be applied to the next full Organization year. Members failing to pay dues within one month of due date shall automatically be terminated from membership.
ARTICLE V
MEETINGS
Section 1 ANNUAL MEETING
There shall be an annual meeting of the transaction of affairs of the Organization in conjunction with the SDAHO/SDONE annual meeting or convention.
Section 2 SCHEDULE OF MEETINGS
In addition to the annual meeting, the Districts will hold a minimum of three (3) meetings per year.
Section 3 SPECIAL MEETINGS
Special meetings may be called by the President.
Section 4 NOTICE OF MEETINGS
The Secretary of the Organization shall notify the membership of annual or special meetings no less than thirty (30) days prior to the date of the meeting.
Section 5 AGENDA
An Agenda shall be prepared by the President. The Agenda for the annual meeting will be included with other Convention materials. At the discretion of the President, the agenda may be mailed to all members at least thirty (30) days prior to the meeting. The Agenda for each special meeting shall be limited to that business for which the meeting was called.
Section 6 ORDER OF MEETINGS
The order of business for meetings shall be provided by the Executive Board. Where an order is not so provided, and when it is not otherwise expressly provided for in these Bylaws, meetings shall be governed by Roberts’ Rules of Order, Revised.
Section 7 VOTING
All members shall have equal voice in proceedings and are entitled to one (1) vote per member.
Section 8 QUORUM
No less than twenty-five percent (25%) of the total eligible voting membership shall constitute a quorum at any meeting duly convened, and matters submitted to vote shall be determined by majority vote of members present and voting.
ARTICLE VI
OFFICERS AND BOARD Members
Section 1 OFFICERS / Executive Board
The officers of the Organization shall be President, Past-President or President-Elect, Secretary, and Treasurer elected by the membership of the Organization. In addition, following the annual meeting, one district chairperson will be appointed by the Board to serve on the Executive Board. These members will serve as the Executive Board.
Section 2 ELIGIBILITY
The officers of SDONE shall be members of the American Organization of Nurse Executives.
Section 3 BOARD
There shall be a Board consisting of the President, President-Elect or Past-President, Secretary, Treasurer, and representative of Bylaws/Standing Rules, Public Relations, Program, Aging Services, Public Policy and District Chairpersons.
Section 4 ELECTION
District Chairs will be selected at the District level. All other Board members will be elected as follows: The election shall be conducted by email. A ballot, listing the names of eligible candidates, shall be emailed to each member of the Organization not less than thirty (30) days prior to the Annual Meeting. The ballot shall be returned to the President and no ballot shall be valid if emailed later than seven (7) days before the date of the Annual Meeting. The votes shall be tabulated by the President and reported to the Executive Board. At the Pre-convention board meeting, the president shall appoint a Teller’s Committee of two (2) SDONE members to verify the ballot count. The verified, official results of the election will be announced during the business meeting of the annual meeting. The candidate receiving the greatest number of votes cast for a given office shall be communicated to the Organization at the Annual Meeting. In the event of a tie, members present at the Annual Meeting will cast a tie-breaking vote.
Section 5 SPECIAL ELECTION
In the event of special election, the Board shall direct the Past President / President Elect to prepare a slate of eligible candidates as soon as possible.
Section 6 TERM OF OFFICERS
All newly elected officers assume office at the close of the Annual Meeting. All positions will be of two (2) years duration (exception are President-Elect and Past-President) with the following election rotation:
Even Years Odd Years
Secretary Treasurer
Bylaws/Standing Rules Chair President Elect
Co-Program Chair (West) District Chairs II, IV
Public Relations Chair Aging Services Chair
District Chairs I, III Co-Program Chair (East)
Section 7 DUTIES OF OFFICERS AND BOARD
a. PRESIDENT. The President shall be the Chief Executive Officer of the organization and shall serve as Chairperson of the Executive Board. It shall be the President’s duty to supervise the activities of the organization; to present a report at the annual meeting, a copy of which shall be kept in the permanent files of the Organization; to appoint the chairpersons and members or special appointments.
b. PRESIDENT-ELECT OR PAST-PRESIDENT. The President-Elect or Past-President shall, in the absence of or incapacity of the President, perform all duties and assume all responsibilities of the President. The President-Elect or Past-President acts as parliamentarian at all meetings. He/She also serves as the Nominations Officer.
c. SECRETARY. The Secretary shall record and transcribe minutes of all meetings and distribute to the general membership at the annual meeting, and issue all calls to meetings.
d. TREASURER. The Treasurer shall receive all dues and other funds, keep itemized accounts, and give a written report of the finances of the organization at all regular meetings, shall prepare an updated membership list to be presented to the Board members at each of the meetings.
e. BOARD. The Board shall have the authority to make the policy decisions for the Organization; to carry on the business of the Organization; to establish rules and procedures of the Board and the Organization; to approve or disapprove reports, resolutions or actions of officers and committees; and to establish the annual budget and submit to membership for final approval.
Section 8 VACANCIES
a. If the President is unable to fulfill the term of office of the President, the President-Elect shall act as president until the next Annual Meeting, at which time the President-Elect will assume the Presidency. If the President-Elect is unable to fulfill the term of office of the President-Elect, or in a year when the President-Elect does not sit on the Executive Board, a special election will be called.
b. If the Secretary, Treasurer, representative for Public Relations, Program, Aging Services, or Bylaws is unable to fulfill his/her individual term of office, and the unexpired term of office is less than one (1) year, the Board will appoint a replacement to complete the term of office.
c. If the Secretary, Treasurer, representative for Public Relations, Program, Aging Services, or Bylaws is unable to fulfill his/her individual term of office, and the unexpired term of office is more than one (1) year, a special election will be called prior to the next business meeting of full membership. During the interim period, the Board will appoint an acting officer.
Section 9 MEETING OF BOARD
The Board will meet a minimum of four (4) times each year as determined by the President. Each Board member shall be required to attend three (3) of each four (4) meetings held. If more than one (1) of the(4) meetings are not attended, the Board may choose to appoint new members to appointed positions and call for a special election for elected members.
Section 10 QUORUM
Seven (7) Board members shall constitute a quorum.
ARTICLE VII
COMMITTEES
Section 1 COMMITTEES
Committees and Special Appointments may be designated by the President as authorized by the Board. The term of office for special committees / appointments shall be specified by the Board
ARTICLE VIII
AFFILIATIONS
Section 1 The Organization may enter into agreements of affiliations with state, regional and/or national societies for nursing service administrators, under provisions determined and prescribed by the Board.
ARTICLE IX
AMENDMENTS
Section 1 WITH PRIOR NOTICE
a. These Bylaws may be altered, amended or repealed by a majority of votes cast at any meeting of the general membership. Notice of proposed changes shall be sent to all members at least two weeks in advance of the meeting and proposed changes will be discussed during the business meeting.
b. Amendments may be proposed to the Board by Organization members in good standing. Proposed amendments shall be filed with the President at least thirty (30) days prior to the meeting at which such change is to be discussed.
Section 2 WITHOUT PRIOR NOTICE
a. These Bylaws may be amended without previous notice at any annual meeting of the general membership by a ninety-five (95%) vote of all members present and voting.
Section 3 EFFECTIVE DATE OF AMENDMENTS
a. Amendments to the Bylaws shall become effective upon approval at the annual meeting.
b. Amendments to the Bylaws that are approved by the membership shall be submitted to the South Dakota Association of Healthcare Organizations for information only.
Revised: September 2005