The Mountain West SGNA Regional Society proposes the following changes to their by laws, to be effective March 1st 2008 if approved by 2/3rds of the members who shall vote by e-mail by February 25th 2008: Please respond yea or nay to mwsgna@gmail.com. You must be a current member of the Mountain West SGNA to vote. Give your full name and membership number when you vote. Results will be announced at the March 20th GI Nurses and Associates Day.
Current Bylaws state:
6.01 Officers
6.011 – Required elective officers of the Regional Society shall be President, President-Elect, Secretary/Treasurer, and Immediate Past President.
6.02 Directors
The Regional Society Board of Directors shall consist of a minimum of three directors elected by the members of the Regional Society. The elective Officers may serve simultaneously as directors to fulfill this requirement.
6.03 Duties
All officers of the Regional Society shall have such authority and perform such duties in the management of the Regional Society as may be provided in these Bylaws, the Articles of Incorporation or as may be determined by the SGNA Board of Directors in policies and procedures not inconsistent with the Articles of Incorporation or the Bylaws.
More specifically, the officers shall have the following duties:
6.031 President
The President:
· Shall represent the Regional society Board of Directors and the Regional Society;
· Shall preside at all meetings of the Regional Society and of the Regional Society Board of Directors;
· Shall appoint all non-elective committee chairs and members with the approval of the Regional Society Board of Directors;
· Shall serve as ex-officio members without vote on Regional Society Standing and Special Committees except the Committee on Nominations and Elections;
· Shall terminate Regional Society committee appointments, subject to the approval of the board of Directors;
· Shall submit to the Regional Society Board of Directors copies of correspondence pertaining to the affairs of the Regional Society;
· Shall, in the absence of a Secretary/Treasurer, delegate the duties and responsibilities of the Treasurer to another officer, or assume those duties;
· Shall be co-signer on all checks or financial disbursements;
· Shall submit to the Regional Society and SGNA Board of Directors an annual report of the Regional Society;
6.032 President-Elect
The President-Elect:
· Shall automatically accede to the presidency when the Regional Society President’s term ends;
· Shall become acting Regional Society President and assume the duties of the office in the event of the President’s absence, disability, or resignation;
· Shall serve as an advisory member without vote on Regional Society standing and special committees and shall also perform such duties as may be delegated by the Regional society President, or by the Regional Society Board of Directors:
6.033 Secretary
The Secretary:
· Shall record or cause to be recorded the minutes of all meetings of the Regional Society and the Regional Society Board of Directors;
· Shall be responsible for notification of officers and directors of meetings of the Board of Directors;
· Shall preserve correspondence, reports, records, Bylaws, and the Policy and Procedure Manual of the Regional Society in a permanent file;
6.034 Treasurer
The treasurer:
· Shall be responsible for the funds of the Regional Society;
· Shall be bonded, the cost to be borne by the Regional Society;
· Shall keep an accurate record of all Regional society receipts and disbursements;
· Shall assist in the direction of all financial affairs and sign checks of the Regional Society, in accordance with Section 12.03 of these Bylaws;
· Shall present financial reports to the Regional Society Board of Directors as requested;
· Shall present an annual report to the Regional Society members at the annual membership meeting;
· shall serve as Chair of the Regional Society Budget and Finance Committee.
6.035 Immediate Past President:
A Regional Society President, or an acting Regional Society President elected by the directors pursuant to section 6.04, shall have the status of Immediate Past President until the term as Chair of the Committee on nominations and Elections expires as outlined in Article VII, Nominations and Elections, Section 7.03, or from the time s/he leaves office as President or acting President until the next election of officers. Thereafter, s/he shall have the status of Past President. The Immediate Past President shall serve as parliamentarian while in office.
6.036 Directors:
The directors shall have the authority and perform such duties in the management of the regional Society as may be provided in these Bylaws and in SGNA and Regional Society policy.
6.037 Delegates:
The Regional Society Delegate and Alternate Delegate shall represent the Regional Society to the SGNA House of Delegates Committee. The Alternate Delegate will be available for seating if a Delegate is not present. Delegates and Alternate Delegates must be voting members of the Regional Society.
6.04 Term
6.041 President:
The term of President shall be two years, or until a successor is elected. The term of office shall begin January 1, even numbered years.
6.042 President Elect:
The term of office for President-elect shall be one year. The President-elect shall be elected one year prior to the end of the current presidents term of office and shall automatically accede to the presidency when that term ends.
6.43 Secretary/Treasurer:
The Term of office for Secretary/Treasurer shall be two ears, or until a successor is elected. The term of office shall begin January 1 , odd numbered years.
6.44 Only members serving more than one-half of a term in office shall be considered to have served a full term.
6.05 Qualifications
6.51 Only voting members of the Regional Society are eligible to be an elective or appointed officer of the Regional Society.
6.06 Vacancies
6.61 President: if the office of President becomes vacant, the President-elect shall then become acting President until the end of the term and shall at that time become President for the ensuing term.
6.62 President-Elect: If the office of President-elect becomes vacant, the vacancy shall be filled by the affirmative vote of two-thirds of the members of the Board in Office by currently seated Board members who meet the qualifications of President Elect, the Board of Directors shall elect by the affirmative vote of two-thirds of the members of the Board in office an acting President who shall serve only until the end of the term of the President. Then, at the next regularly scheduled election, a President and President-Elect shall be elected.
6.63 President and President-Elect; If the office of President becomes vacant while there is a vacancy in the office of President=Elect, the Board of Directors shall elect by the affirmative vote of two-thirds of the members of the Board in office an acting President who shall serve only until the end of the term of the President. Then, at the next regularly scheduled election, a President and President-Elect shall be elected.
6.64 Other Vacancies: If the office of the Secretary or Treasurer becomes vacant the Board of Directors shall elect by the affirmative vote of two-thirds of the members of the Board in office an acting secretary or Treasurer from among the voting members of the Regional Society, including the officers and directors.
6.07 Incompatibility
Any eligible member may serve both as Secretary and treasurer. No
person may hold any other combination of two offices. Any officer may be chair or member of any committee.
6.08 Removal
6.81 Officers elected by the membership may be removed from office by two-thirds vote of the members present at a membership meeting at which a quorum (see Section 8.04) is present or by mail ballot as provided for in Article VIII of these Bylaws, if, in the judgment of the members, the best interests of the Regional Society will be served thereby.
6.82 Officers elected by the Board of Directors may be removed by the Board by majority vote of the directors in office, if, in their judgment, the best interests of the Regional Society will be served thereby.
6.09 Records
Upon termination of office for any reason, all officers of the Regional Society shall deliver all records or other property of the Regional Society to their successors within 30 days of termination.
Article VII: Nominations & Elections
7.01 Elections
7.011 Annual elections shall be conducted to elect officers and other elective positions.
7.02 Eligibility
7.021 Only voting members are eligible to serve as a director, officer, or member of the Committee on Nominations and Elections.
7.03 Nominating Procedures
The Immediate Past President shall serve as chair of the Committee on Nominations and Elections. If there is no Immediate Past President, the incoming President shall, with the approval of the Board of Directors, appoint the Committee chair. In accordance with policies and procedures established by the Board of Directors, the Committee shall consider the qualifications of all candidates proposed by the membership or by members of the Committee itself. The Committee shall create a slate of candidates for presentation to the membership.
7.04 Election Procedures
The Committee on Nominations and Elections shall recommend procedures for elections in accordance with applicable state law, subject to the approval of the Board of Directors. Election of officers, directors and other elective positions shall be at the Annual Meeting of the Regional Society, or by mail ballot cast by voting members, with each member having one vote for each office to be filled. A plurality shall elect. In case of a tie for any office, the election shall be decided by a run-off election between the two tying candidates. Should the two tying candidates again tie in the run-off election, the tie shall be broken in accordance with policies and procedures established by the board of Directors. Results of elections shall be tabulated and communicated to members.
Article VIII section 8.04 Quorum:
Ten percent of all voting members or three voting members (whichever is greater), credentialed in accordance with policies and procedures approved by the board of the Regional Society, shall constitute a quorum at any membership meeting or for any mail vote in which members vote by mail. Proxy voting is not valid.
Proposed Bylaws Changes:
Article VI: Officers:
6.01 Elective Officers
The elective officers of the Society shall be President, President-Elect, Secretary, and Treasurer, or Secretary/Treasurer.
6.011 Eligibility: In addition to any other requirements set forth in these Bylaws, only members of the Board of Directors shall be officers of the Society.
6.012 Election: The Board of Directors shall elect the officers of the Society.
6.02 Duties
All officers of the Society shall have such authority and perform such duties in the management of the Society as may be provided in these Bylaws, the Articles of Incorporation, or as may be determined by resolution of the Board of Directors not inconsistent with the Articles of Incorporation or the Bylaws. More specifically, the officers shall have the following duties:
6.21 President
The President:
· Shall re a registered nurse in the field of Gastroenterology.
· shall represent the Board of Directors and the Society
· shall preside at all meetings of the Society and of the Board of Directors;
· shall serve as ex-officio member without vote on standing and special committees except the Committee on Nominations and Elections;
· shall terminate committee appointments, subject to the approval of the board of Directors;
· shall submit to the Board of Directors copies of correspondence pertaining to the affairs of the Society;
· shall submit to the Board of Directors an annual report of the Society.
6.22 President-Elect
The President-Elect:
· shall be a registered nurse in the field of Gastroenterology.
· shall automatically accede to the presidency when the President’s term ends;
· shall become acting President and assume the duties of the office in the event of the President’s absence, disability, or resignation;
· shall appoint all committee chairs and members with the approval of the Board of Directors, except the members of the committee on Nominations and Elections; and
· shall serve as an advisory member without vote on standing and special committees and shall also perform such duties as may be delegated by the President or by the board of Directors.
6.23 Secretary
the Secretary:
· shall be a licensed nurse in the field of gastroenterology.
· shall record or cause to be recorded the minutes of all meetings of the Society and the Board of Directors;
· shall furnish through the national office minutes of all meetings to the board of Directors for approval;
· shall be responsible for notification of officers and directors of meetings of the Board of Directors for approval;
· shall preserve correspondence, reports, records, Bylaws and the Policy and Procedure Manual of the Society in a permanent file.
6.24 Treasurer
The Treasurer:
· shall be a licensed nurse in the field of gastroenterology.
· shall be responsible for the funds of the Society;
· shall be bonded the cost to be borne by the Society;
· shall keep an accurate record of all receipts and disbursements;
· shall assist in the direction of all financial affairs and sign checks of the Society
· shall present financial reports to the Board of Directors as requested;
· shall present an annual report to the members at the annual membership meeting, and
· shall serve as Chair of the Budget, Finance and Audit Committee.
6.25 Immediate Past President: A President, or an acting President elected by the board of Directors shall have the status of Immediate Past President until the term as Chair of the committee on Nominations and Elections expires, or from the time s/he leaves office as President or acting President until the next election of officers. Thereafter, s/he shall have the status of Past President.
6.03 Term
6.31 President: The term of President shall be two years, or until a successor is elected. The term of office shall begin January 1, even numbered years.
6.32 President-Elect; The term of office for President-elect shall be one year. The President-elect shall be elected one year prior to the end of the current presidents term of office and shall automatically accede to the presidency when that term ends.
6.33 Secretary/Treasurer: The term of office for Secretary/Treasurer shall be two years, or until a successor is elected. The term of office shall begin January 1, odd numbered years.
6.34 Only members serving more than one-half of a term in office shall be considered to have served a full term.
6.04 Vacancies
6.041 President: If the office of the President becomes vacant, the President-Elect shall then become acting President until the end of the term and shall at that time become President for the ensuing term.
6.042 President-Elect: If the office of President-Elect becomes vacant, the vacancy shall be filled by the affirmative vote of two-thirds of the members of the Board of Directors in office. This office shall be filled by a currently seated Board of Directors member who meets the qualifications of President-elect. to serve as acting President-elect until the end of the term.
6.043 President and President-elect: If the office of President becomes vacant while there is a vancancy in the office of President-elect, the Board of Directors shall elect by the affirmative vote of two-thirds of the members of the board of Directors in office an acting President who shall serve only until the end of the term of the President. Then, at the next regularly scheduled election, a President and President-Elect shall be elected.
6.044 Other Vacancies: If the office of the Secretary or Treasurer becomes vacant, the board of Directors shall elect by the affirmative vote of two-thirds of the members of the board of Directors in office an acting Secretary or Treasurer from among the board of Directors, who shall serve until the end of the term.
6.05 Incompatibility
Any eligible member may serve both as Secretary and Treasurer. No person may hold any other combination of two offices. Any officer may be chair or member of any committee.
6.06Removal
Officers elected by the board of Directors may be removed by the Board of Directors by majority vote of the directors in office, if, in their judgment, the best interests of the society will be served thereby.
6.07Records
Upon termination of office for any reason, all officers of the Society shall deliver all records or other property of the society to their successors within 30 days of termination.
Article VII: Nominations and Elections
7.01 Elections
7.011 Annual elections by the members shall be conducted to elect directors of the board of Directors and the members of the Nominations and Elections Committee. Annual elections by the Board of Directors shall be conducted to elect the officers of the Society.
7.02 Eligibility
7.021 Only licensed members are eligible to be elected to be a director, officer or member of the Committee on Nominations and Elections.
7.022 The President and President-Elect must satisfy the additional qualifications of having completed a minimum of 1 year as a director, Secretary, or Treasurer within 2 years of being nominated.
7.03Nominations
7.31 Chair of the committee on Nominations and Elections: The Immediate Past President shall serve as chair of the Committee. If there is no Immediate Past President, the incoming President shall, with the approval of the board of Directors, appoint the committee chair.
7.32 Members of the Nominations Committee may consist of any member of the current Board of Directors, or any 3 members of the Society appointed by the current President with the approval of the Board of Directors.
7.33 The Committee shall create a slate of Candidates for presentation to the Board of Directors for approval prior to presenting to the membership.
7.34 Conflict of interest: To prevent any conflict of interest, no employee of any commercial firm or vendor, be it for-profit, or otherwise, may be nominated.
7.04Election Procedures
The Committee on Nominations and Elections shall recommend procedures for elections, subject to approval of the board of Directors. Election of directors and elections shall be by vote of the members present in person, or represented by proxy at a meeting of the members, or by vote by written ballot, with each member having one vote for each office to be filled. Election of officers shall be by vote of the Board of Directors by the board members present in person at a meeting of the board of directors, or by vote by any other means permitted by these Bylaws, with each Board member having one vote for each officer position to be filled. A plurality shall elect. In case of a tie for any office, the elections shall be decided by a run-off election between the two tying candidates. Should the two tying candidates again tie in the run-off election, the tie shall be broken in accordance with policies and procedures established by the Board of Directors. Results of elections of officers, directors and members of the Nominations committee shall be tabulated and communicated to members.