PNWSGNA Bylaws

PNWSGNA Bylaws – Amended 2006

Article I:  Name

The organization is a Wisconsin Nonstock and Not-for Profit Corporation, the full name of which is the PACIFIC NORTHWEST SOCIETY OF GASTROENTEROLOGY NURSES AND ASSOCIATES, INC. (hereinafter referred to as the Society).

Article II:  Purposes

The purposes for which this Society has been formed and will be operated are:

  • To unite in one Society persons engaged in any capacity in the fields of gastroenterology and/or endoscopy nursing;
  • To encourage and develop educational programs for persons in such fields;
  • To advance the technology, science and arts of practitioners in such fields; and
  • To cooperate with other professional societies, corporations and governmental bodies involved in such fields.

The property and income of the Society shall be used solely for the above-referenced purposes and shall not inure to the benefit of any individual, and the Society shall not engage in any activity which would prevent it from gaining or cause it to lose status as an exempt organization under Internal Revenue Code Section 501(c)(6).

Article III:  Membership

3.01          Eligibility (Qualifications)
Membership in the Society shall be open to all qualified individuals involved in or associated with gastroenterology and/or endoscopy nursing practice.

3.02          Classes of Members

3.021 Voting Members: Voting membership in the Society is limited to licensed nurses and associates involved in or associated with, gastroenterology and or endoscopy nursing practice. Categories are limited to:

3.0211 Licensed Nurses – defined as registered nurses and licensed vocational/practical nurses.

3.0212 Associates – defined as assistive personnel such as technicians, technologists and assistants.

3.0213 Life Members – defined as all past presidents of the Society, with Life Membership status commencing at the end of their term as President. The Board of Directors may also grant Life Membership to voting members who have rendered outstanding service to the Society after reviewing the nominee’s qualifications and after approval by a majority vote of the Board.

3.022 Non-Voting Members: Non-voting membership in the Society shall be open to individuals, other than licensed nurses and associate, who are involved in or associated with gastroenterology and/ or endoscopy nursing practice. Non-voting members are not eligible to hold elected office. Categories include, but are not limited to:

3.0221 Affiliates – defined as individuals other than licensed nurses such as physicians, consultants, industry representatives and educators.

3.0222 Students – defined as individuals who are not licensed, but are enrolled in an accredited nursing program. Proof of student status shall be required.

3.0223 Honorary – defined as individuals who have rendered outstanding service to the Society or in the field of gastroenterology and/or endoscopy nursing. Any voting or non-voting member may nominate an individual for honorary membership. Honorary membership may be granted by the Board after reviewing the nominee’s qualifications and must be approved by a majority vote of the Board.

3.03          Applications
Persons interested in any category of membership shall apply in accordance with such policies and procedures approved by the Board of Directors. All applications shall be verified according to policy and procedure established by the Board of Directors.

3.04          Termination
The Board of Directors, by affirmative vote of two-thirds of all Board members present and voting at any duly constituted meeting of the Board, may suspend or expel a member for cause after an appropriate hearing in accordance with policies and procedures established by the Board of Directors. The Board of Directors, by affirmative vote of majority of all Board members present and voting at any duly constituted meeting of the Board, may terminate the membership of any member who has become ineligible for membership in accordance with policies and procedures established by the Board of Directors. Membership may also be terminated automatically for failure to pay dues, as set forth in Section 5.013 of the Bylaws.

3.05          Resignation
Any member may resign by filing a written resignation with the Secretary.

3.06          Transfer
Membership is not transferable or assignable.

3.07          Membership Benefits

3.071 Society voting membership shall include membership in the appropriate Regional Society of SGNA.

3.072 Non-voting membership shall include the opportunity to join the appropriate Regional Society of SGNA.

3.073 The society shall publish a journal which shall include articles of professional interest to persons engaged in the fields of gastroenterology and/or endoscopy nursing which shall be distributed without charge to members of the Society who are current in their payment of dues. This benefit may be made available to non-members and others in accordance with policies established by the Board of Directors.

3.074 Other publications and programs shall be made available from time to time as determined by the Board of Directors in accordance with polices and procedures established by the Board of Directors.

Article IV: Nondiscrimination Policy

The policy of the Society is nondiscrimination on the basis of disability, race, color, creed, religion, sex, age, country of origin, country of education or sexual orientation.

Article V: Dues

5.01          Dues

5.011          Amount: The Board of Directors shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the Society by members of each class, and shall give appropriate notice to the members.

5.012            Payment: Dues shall be payable in U.S. funds in advance of the first day of January in each year; and shall become delinquent if not received by March 1.

5.013            Default: The membership of any member of any class who is in default in the payment of dues shall be terminated without further action by the Society and without further notice to the defaulted member.

5.014            Reinstatement:  A member whose membership has terminated due to the default in dues payment may be reinstated if such dues are paid in full, during the remainder of the year in which they became payable upon written application made in the manner proved by Section 3.03.

5.015           Resignation: Resignation shall not relieve a member of the obligation to pay any dues, assessments or other charges accrued before resignation and unpaid.

Article VI: Officers

6.01          Elective Officers

The elective officers of the Society shall be President, President-Elect, Secretary and Treasurer.

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 of the Bylaws. More specifically, the officers shall have the following duties:

6.021 President

The President:

  1. Shall be a registered nurse;
  2. Shall represent the Board of Directors and the Society;
  3. Shall preside at all meetings of the Society and of the Board of Directors;
  4. Shall serve as ex-officio member without vote on standing and special committees except the Committee on Nominations and Election;
  5. Shall terminate committee appointments, subject to the approval of the Board of Directors;
  6. Shall submit to the Board of Directors copies of correspondence pertaining to the affairs of the Society;
  7. Shall submit to the Board of Directors an annual report of the Society;
  8. Shall serve as liaison between the Certifying Board of  Gastroenterology Nurses and Associates, Inc. and the Society in accordance with policies and procedures established by the Board of Directors.

6.022 President-Elect

The President-Elect:

  1. Shall be a registered nurse;
  2. Shall automatically accede to the presidency when the President’s term ends;
  3. Shall become acting President and assume the duties of the office in the event of the President’s absence, disability or resignation;
  4. 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;
  5. 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.

6.023 Secretary

The Secretary:

  1. Shall be a licensed nurse;
  2. Shall record or cause to be recorded the minutes of all meetings of the Society and the Board of Directors;
  3. Shall furnish through the national office minutes of all meetings to the Board of Directors for approval;
  4. Shall be responsible for notification of officers and directors of meetings of the Board of Directors;
  5. Shall preserve correspondence, reports, records, Bylaws and the Policy and Procedure Manual of the Society in a permanent file.

6.024 Treasurer

The Treasurer:

  1. Shall be a licensed nurse;
  2. Shall be responsible for the funds of the Society;
  3. Shall be bonded, the cost to be borne by the Society;
  4. Shall keep an accurate record of all receipts and disbursements;
  5. Shall assist in the direction of all financial affairs and sign checks of the Society, in accordance with Section 12.03 of these Bylaws;
  6. Shall present financial reports to the Board of Directors as requested;
  7. Shall present an audited annual report to the members at the annual membership meeting;
  8. Shall serve as Chair of the Budget, Finance and suit Committee.

6.025 Immediate Past President

A President, or an acting 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 under 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. Must maintain current CBGNA certification.

6.03          Term

6.031 President and President-Elect: Each elective officer, except Secretary and Treasurer, shall serve for two years or until a successor is elected. No person can be elected to consecutive terms as President or President-Elect.

6.032 Secretary and Treasurer: Elections to fill the office of Secretary and Treasurer shall be held in even-numbered years. Persons elected as Secretary or Treasurer shall hold office for a term of two years or until their successors are elected. Persons elected as Secretary or Treasurer shall not be eligible to serve more than two consecutive terms in the same office.

6.033 Only members serving more than one-half of a term in the offices of Secretary, Treasurer, or Director-at-large shall be considered to have served a full term. This rule shall not apply to the offices of President and President-Elect.

6.04          Vacancies

6.041 President: If the office of President becomes vacant, the President-Elect shall then become acting President until the end of the term and hall 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 in office by a currently seated Board member who meets the qualifications of President-Elect (see Section 7.02) 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 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.

6.044 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 in office an acting Secretary or Treasurer from among the voting members of the Society, including the officers and directors.

6.05          Incompatibility

Any eligible member may serve both as Secretary and Treasurer. No person may old any other combination of two offices. Any officer may be chair or a member of any committee.

6.06          Removal

6.061 Officers elected by the membership may be removed from office by two-thirds vote of the members present in person or represented by proxy at a membership meeting at which a quorum (see Section 8.04) is present in person or represented by proxy as provided for in Article VIII of these Bylaws, if, in the judgment of the members, the best interest of the Society will be served thereby.          

6.062 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 Society will be served thereby.

6.07          Records

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 & Elections

7.01          Elections

Bi-annual elections shall be conducted to elect officers, directors and four Directors at Large.

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 served on the Board of Directors for one year.

7.023 To prevent any conflict of interest, a vendor or affiliate may not be nominated.

7.03          Nominations

7.031 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.

7.032 Vacancy: a vacancy in the Committee on Nominations and elections shall be filled by the candidate receiving the next highest number of votes. If there is no such candidate, the Board of Directors shall fill the vacancy by majority vote of the board of Directors in office.

7.033 Eligibility: members of the Nominations and Elections Committee are not eligible to be slated for a board position while serving on the Nominations and Elections Committee.

7.034 Nominating Procedures: In accordance with the polices and procedures established by the Board or 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 board of approval prior to presenting to the membership.

7.04          Election Procedures

The Committee on Nominations and Elections shall recommend procedures for elections, subject to the approval of the Board of Directors. Election of officers, Directors and four Directors at Large shall be by vote of the members present in person or represented by proxy at a meeting of the 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 polices and procedures established by the Board of Directors. Results of elections of officers, directors, and Directors at Large shall be tabulated and communicated to members.

Article VIII: Membership Meetings

8.01          Annual Membership Meeting

The annual meeting of the members shall be held on a day fixed by the president, after consultation with the Board of Directors. At the annual meeting, the members shall consider reports from the directors, officers, and committee, and transact such other business as may come before the meeting. If, in case of emergency, the annual meeting is not held at the prescribed time, business, which should have been conducted at the meeting, shall be conducted promptly at a special meeting of the members.

8.02          Special membership Meetings

Special meetings of the members may be called by the president, by a majority of all the directors, or upon request of at least ten percent of the voting members. Special meetings shall be held at such time and place as the Board of Directors shall determine. Any business of the society may be considered and transacted at any special meeting, provided written notice has been given to the members as provided in Section 8.03.

8.03          Notice of Membership Meetings

Written or printed notice stating the place, day, and hour of any meeting of members shall be set by regular mail to each member of each class not less than 14 days before the date of such membership meeting. Notice of meeting published in the journal, newsletter or in separate communication of the Society which is distributed within such time limits shall be valid notice to all members. In the case of a special membership meeting or when required by statute or by these Bylaws, the purpose for which the meeting is called shall be stated in the notice. Notice of a meeting, whether published in the Society journal, newsletter or in separate communication, shall be deemed to be delivered when deposited in the U.S. mail addressed to a member at the address as it appears on the records of the Society with postage thereon prepaid.

8.04          Quorum

Three percent of all voting members or 150 voting members (whichever is less), credentialed in accordance with policies and procedures approved by the board of the Society and either present in person or represented by proxy, shall constitute a quorum at any membership meeting.

8.05          Voting

8.051      Membership Meetings: Voting shall be conducted in accordance with standing rules adopted by the members in attendance. Voting by written proxy shall be allowed to the extent permitted by applicable law. Proxies may be delivered by regular mail, facsimile, electronic mail or any other reasonable medium for transmission of text.

8.052      Unless a larger proportion of affirmative votes is required by these Bylaws, in the Articles of Incorporation or by law, the affirmative vote of a majority of the members present and voting at any duly constituted meeting of the membership-or represented by proxy shall be sufficient to authorize any act by the membership.

Article IX: Board of Directors

9.01          Posers and Eligibility

The affairs of the Society shall be governed and managed by a Board of Directors duly elected by the membership. Directors must be an active member. Directors must have residency in the United States. All board members must maintain active membership status while in the role of a board member. To prevent any concern for conflict of interest, a vendor or affiliate may not be nominated to a board position. The Board shall have full authority to interpret and implement all the provisions of these Bylaws. All interpretations of the Bylaws shall be by three-fourths (3/4ths) vote of the entire Board and shall be final and conclusive.

9.02          Duties

9.021      Perform all duties entrusted to Directors of a Corporation;

9.022      Develop and abide by the Bylaws and policies of the Society;

9.023      Supervise and direct the business and financial affairs of the Society;

9.024      Set all dues and fees payable to the Society;

9.025      Develop, monitor and evaluate programs which further the Mission and Strategic Goals of the Society;

9.026      Identify relevant professional issues for presentation to and action by the membership;

9.027      Retain management and staff services as need to assist in the day to day business and financial operations of the Society.

9.03          Number of Directors

The Society shall have nine (9) directors. The directors shall be of two kinds: ex-officio and at-large. Directors shall serve their respective terms of office and shall continue in office until their successors have been duly elected.

9.031      Ex-Officio Directors: The President, President-Elect, Secretary, Treasurer, Immediate Past President, by virtue of their offices, serve as directors (with vote) while they continue in such offices.

9.032      Directors-at-Large: Four (4) directors shall be elected from the membership at large and shall serve for terms of two years.

9.04          Meetings

9.041      Annual Meeting: The annual meeting of the Board of Directors shall be held without any notice, other than this Bylaw, immediately before and at the same place as the annual membership meeting of the members.

9.042      Special Meetings: Special meetings of the Board of Directors may be called by the President, or shall be called at the request of any three directors. Special meetings shall be held at such place and time as the President shall determine. Notice of any special meeting of the Board of Directors shall be given at least 5 days previously thereto by written notice delivered personally or sent by mail or telegram to each director at the address as shown by the records of the Society. Such meetings shall be conducted in accordance with polices and procedures approved by the Board of Directors.

9.043      Regular Meetings: Regular meetings of the Board of Directors shall be convened in accordance with established polices and procedures.

9.044      Guests: The President may invite guests in accordance with policies and procedures approved by the Board of Directors to attend meetings of the directors but without vote.

9.05          Quorum

A majority of the Board of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board.

9.06          Voting

Each member of the Board of Directors shall have only one vote as director. No proxy voting shall be valid. Unless a larger proportion of affirmative votes is required by these bylaws, in the Articles of Incorporation or by law, the affirmative vote of a majority of the Board of Directors present and voting at any duly constituted meeting of the Board shall be sufficient to authorize any act by the Board of Directors.

9.07          Waiver of Notice

Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically require by law or by Bylaws.

Article X: Executive Committee

10.01      Composition

The Executive Committee of the Board of Directors of the Society shall consist of the President, President-elect, Secretary, Treasurer, and Immediate Past President.

10.02      Duties

The Executive Committee will be charged by the Board with addressing issues between Board meetings, subject to limitations imposed by Board policy. The Exe4cutive Committee shall take no action (a) with respect to the election of officers, or (b) with respect to filling vacancies on the board of Directors or Executive Committee.

Article XI: Compensation

11.01      Salary

No director or officer shall receive any salary, fee, or other remuneration for services rendered as director or officer. The directors may, by resolution, provide for the payment of reasonable compensation for services rendered by persons who may be voting members, directors or officers of the Society in specific capacities.

11.02      Reimbursement

The Board of Directors may, by resolution, provide for reimbursement of any director, officer or member for reasonable budgeted expenses incurred by the director, officer or member carrying out any business of the Society including, but not limited to, traveling to and from attending meetings of the directors or any Society committee.

Article XII: Fiscal Procedures

12.01      Annual Budget

The Board shall, by such procedure as it may prescribe, adopt a budget each fiscal year appropriating and authorizing expenditures of funds for the operation of the Society. Funds to meet this budget are to be provided by the members’ dues or through other means commensurate with the purposes of the Society and the laws of the State of Wisconsin regarding Nonstock and Not-for-Profit corporations. The budget shall be developed and monitored by the Budget, Finance and Audit Committee.

12.02      Contracts

The board of Directors may authorize any officer, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or may be confined to specific instances.

12.03      Checks, Drafts or Orders

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Society shall be signed by the Treasurer or, in the absence of the Treasurer, by the President or other officer or person of the Society as designated by the Board of Directors, in accordance with policies and procedures established by the Board of Directors.

12.04      Deposits

All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the board of Directors may select.

12.05      Gifts

The Board of Directors may accept on behalf of the Society any contribution, gift, bequest or device for any purpose of the Society.

12.06      Fiscal Year

The fiscal year of the Society shall be established by the Board of Directors.

Article XIII: Headquarters

13.01      Offices

The location of the principal national office of the Society shall be designated by the Board of Directors. The Society shall maintain a registered agent in the state of Wisconsin.

13.02      Books and Records

The society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the board of Directors, and shall keep at the principal office a record giving the names and addresses of all categories of members. Upon written request to the Board of Directors, books and records of the Society may be inspected by any member of the member’s agent or attorney for any proper purpose at any reasonable time.

Article XIV: Waiver of Notice

Whenever any notice is required to be given under the provisions of Wisconsin law or under the provision of the Articles of Incorporation of the Society or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XV: Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the Society in all cases to which they are applicable an in which they are not inconsistent with statute, these Bylaws or a specific provision of the Articles of Incorporation and any special rules of order the Society may adopt.

Article XVI: Indemnification and Insurance

16.01      Indemnification

The Society shall, to the fullest extent permitted by law, indemnify and hold harmless each person who serves as an officer of the Society, as a member of the board of Directors of the Society, as a member of any duly authorized committee of the Society, or as an employee of the Society, from and against any and all claims and liability, whether the same are settled or proceed to judgment, to which such person shall have become subject by reason of his or her having acted in the capacity or capacities heretofore enumerated, or by reason of any action alleged to have been taken or omitted by him or her in such capacity, and shall reimburse (to the extent not otherwise reimbursed by insurance) each such person for all legal and other expenses, including ht cost of settlement, reasonably incurred by him or her in connection with any such claim, liability, suit, action or proceeding; provided, however, that no such person shall be indemnified against, or be reimbursed of, any claims, liabilities, cost or expenses incurred in connection with any claim or liability, or thereat or prospect thereof, if he or she did not meet the standards of conduct required by applicable law in order to permit the corporation so to indemnify him or her, or if the claim or liability arose out of the person’s:

  1. willful failure to deal fairly with the Society or its members in connection with a matter in which the person has a material conflict of interest;
  2. violation of criminal law, unless the person had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful;
  3. transaction from which the person derived an improper personal profit or benefit; or
  4. willful misconduct.

16.02      Insurance

The Society of Gastroenterology Nurses and Associates, Inc. may purchase insurance to protect the officers, directors, committee members, the staff and the Society of Gastroenterology Nurses and Associates, Inc. against liability.

Article XVII: Dissolution

17.01 In the event of dissolution of the Society, the net assets of the corporation shall be applied and distributed as follows:

17.011   All liabilities and obligations shall be paid, satisfied, and discharged or adequate provision shall be made thereof.

17.012   After the liabilities and obligations of the Society are paid pursuant to Section 17.011 of these Bylaws, the Society shall distribute any remaining assets in accordance with the Wisconsin Nonstock Corporation Law.

17.013  If any assets shall remain after the provisions of Sections 17.011 and 17.012 of the Bylaws have been complied with, any remaining assets shall be distributed to one or more educational, charitable, scientific or philanthropic organizations engaged in activities substantially similar to those of the Society.

17.02   The Society shall adopt a plan of distribution pursuant to the Wisconsin Nonstock Corporation Law which shall provide for the distribution of the assets of the Society as set forth in this Article. The plan of distribution shall be adopted by a majority vote of the directors in office.

Article XVIII: Amendment of Bylaws

18.01Amendments

In this Article, the term “Amendment” means and includes any and all of the following: The adoption of a new Bylaw; the change in part or whole of an existing Bylaw; or the repeal of a Bylaw. Any Amendment brought before the membership must be reviewed by the Articles and Bylaws Committee and submitted to the Board of Directors. The Board of Directors will review and issue proposed Bylaw Amendments to the membership with a recommendation for each proposed Amendment that such Amendment (a) be adopted, (b) not be adopted, or (c) with no recommendation.

18.02 At Annual Meeting

The bylaws may be amended at any Annual Business Meeting but no amendment shall be voted upon and adopted unless:

18.021     Such Amendment has been sent, in proposed for, to each voting member at least thirty (30) days prior to the annual meeting; and unless

18.022       Such proposed Amendment receives the affirmative vote of two-thirds of the votes cast at an annual membership meeting.

18.03         Between Annual Business Meetings

In the absence of, or between Annual Business Meetings, amendments to the Bylaws may be submitted to the Board at special meeting called for such purpose.

18.04 By Written Petition

Amendment to the Bylaws may be proposed by written petition signed by at least twenty percent (20%) of the then total voting membership and delivered to the Board not less than forty-five (45) days prior to the date of any annual Business Meeting so that notice thereof may be sent to each member at least thirty (30) days prior to the Annual Meeting.