Bylaws
Nurse Leaders of Idaho, Inc.
Article OneName
This organization shall be known as the Nurse Leaders of Idaho, Inc. (hereinafter referred to as the Corporation).
Article TwoMission and Objectives
Section One: Mission.
The mission of the Corporation is to assure a quality nursing workforce for Idaho’s future. This is accomplished by bringing together nursing leaders from education, practice, research and industry to address workforce and workplace issues. This organization is an affiliated state chapter of the American Organization of Nurse Executives (AONE.)
Vision Statement
“The Driving Force for Excellence in Nursing”
Section Two: Objectives.
The Corporation will pursue objectives as approved by the Board of Directors.
Article ThreeStatus
The Corporation is established exclusively for the promotion of common business interests of nurse leaders in Idaho including improved nursing education, practice and workplace conditions. It is organized as a non-profit organization under Sec. 501(c)(6) of the Internal Revenue Code.
Article FourPowers
Section One: Membership.
The Corporation membership shall have all powers granted to it by these Bylaws
Section Two: Board of Directors.
The power to administer the business of the Corporation shall be vested in the Board of Directors elected by the membership as herein provided.
Article FiveOffices
Section One: Principal Office.
The principal office of the Nurse Leaders of Idaho, Inc., , shall be located at 615 North Seventh Street, P.O. Box 1278, Boise, Idaho. The Corporation may have such other offices as the Board of Directors may designate or as the business of the Corporation may require from time to time.
Section Two: Registered Office.
The registered office of the Corporation required by the Idaho Nonprofit Corporation Act, Chapter 3, Title 30, Idaho Code (“Act”), to be maintained in the State of Idaho, shall be located at 101 S. Capitol Blvd., 10th Floor, Boise, Idaho, and may be changed as needed by the Board of Directors.
Article SixMembership
The Corporation memberships may be either individual, affiliate or organizational and shall consist of full members, affiliate members, organizational members, honorary, and exofficio members. Individuals eligible to be members in the Corporation shall be nurses representing leadership positions in healthcare. Additional members may be considered at the discretion of the Board. Candidates for all categories of membership shall be considered without regard to race, age, gender, color, disability or other protected categories. Membership in the Corporation is not transferable unless it is an Organization Membership.
Section One: Full Members.
a) Full members are licensed nurses who desire to lead the profession into the future. “Nurse” shall be defined as in Idaho Code Section 541401.
b) Full members have the right to vote on organizational issues, elect and serve as officers.
c) Licensed nurses from outside of Idaho that reside in a compact state can join as a full member.
Section Two: Organizational Members
a) Organizational members represent entities which substantively employ or contract with nurses in the State of Idaho and who desire to support the Vision and Mission of the Corporation
b) Organizational members do not have the right to vote on the Corporation issues, elect or serve as officers.
c) Organizational members enjoy all other member benefits including the receipt of all membership communications
Section Three :Affiliate Members.
a) Affiliate members are those professional nursing organizations in the State of Idaho who desire to support the Vision and Mission of the Corporation.
b) Affiliate members are represented on the Board of Directors by the President of the affiliate organization or his/her designee. Affiliate members may submit names for appointment to NLI committees.
c) Affiliate members may attend meetings, educational offerings and have one vote on the Board of Directors, and one general membership vote.
d) Affiliate members enjoy all other member benefits including the receipt of all membership communications.
Section Four: Honorary Members.
a) A full member may assume honorary status after retiring from active practice (see above).
b) Honorary members may attend meetings and educational offerings, but are not allowed to vote or hold office.
Section Five :Ex-Officio Members.
a) Ex-officio membership may from time to time be appointed by the President, with approval of a simple majority of the board.
b) Such membership shall be established to serve the needs, purposes and strategies of the Corporation and serve in an advisory capacity only.
c) Ex-officio members of the board shall not hold board office, and hold no right to vote on matters of the Corporation.
d) The term of appointment shall be exclusively at the pleasure of the board of directors.
e) Expectations regarding meeting attendance, length of term, scope of duties and responsibilities shall be proposed by the Board and individually negotiated with each Ex-Officio member. This is to assure clarification and make the Boardappointments mutually agreeable and beneficial. The outcome of the negotiation process will be documented in the subsequent Board meeting minutes.
Section Six: Supporter Membership.
a) Corporations can pay a minimum of $1000 and become a supporter of the Corporation. This membership allows the company to have their name listed in a “Supporter” section of the Corporation website and a link to their company website placed in the “Links” section of the Corporation website.
Supporter members receive the Corporation mailings and invitations to the Corporation events, however, they must be responsible for enrolling and paying any registration fees associated for such activities.
Section Six: Establishment of Membership.
An individual may become a full or associate member upon receipt of appropriate dues, a completed application, and appropriate consideration. The Board of Directors will resolve questions of eligibility. Active Members of the Corporation will automatically be members in the Idaho Alliance of Leaders in Nursing, Inc.
Section Seven: Termination of Membership.
b) Resignation – members of all categories may resign at any time. A resignation becomes effective immediately upon the Board’s receipt of a written notice from the resigning member.
c) Suspension or expulsion – The Board of Directors may suspend or expel any member for 1) any violation of these Bylaws, and 2) any conduct on the part of said member that is contrary to the welfare and interests of the Corporation and its members, after giving such member an opportunity to have a hearing in accordance with the hearing procedure established by the Association of Regulation of the American Hospital Association.
d) Loss of eligibility – A person, who, because of change of position, no longer meets the criteria for membership in the Corporation, will no longer be a member at the end of the term for which dues have been paid, except as stated elsewhere in these Bylaws.
e) Non-payment of dues – Membership in the Corporation shall be terminated for nonpayment of dues no later than 90 days after such dues were due.
f) Change of membership status within the Corporation shall take place upon notification of the member and following approval by the Board of Directors.
Article SevenDues and Other Monies
Section One: Establishment of Dues.
a) The fiscal year of the Corporation runs January 1 through December 31. Membership dues are paid on a 12 month basis and are due June 1. Dues are prorated quarterly for first time members. and therefore have no year end date.
b) At each regular annual meeting or at such other meeting as may be designated in a resolution adopted by the Board of Directors, the Board of Directors may by resolution designate classes of membership, if there be more than one, and set the annual dues, if any, to be paid by each class of membership. The amended dues will be effective at the start of the next fiscal year.
c) Individual dues are not transferable; the individual who represents a paid organizational member may be changed without an additional due.
d) Honorary and ex-officio members shall pay no membership dues.
e) Affiliate and organizational members shall pay dues as determined by board policy.
Section Two: Disbursement of Dues.
All dues paid to the Corporation shall become the property of the Corporation to be disbursed in accordance with the annual budget approved by the Board of Directors. Dues, once paid, are non-refundable.
Section Three: Prorating of Dues.
There is no prorating of dues. Membership dues are paid for twelve consecutive months of membership.
Section Four: Other Monies.
The Corporation may accept, retain or expend any funds or property that may be received through grants or donations to further the work and programs of the Corporation in accordance with stipulations/restrictions made by the donor or granter.
Article EightMeetings
Section One: General Membership Meetings.
Meetings for the transaction of business will be held once yearly, in the summer, on such date and at such times as the Board of Directors shall fix.
Section Two: Special Meetings.
Additional meetings may be called by the President with approval of the Board of Directors. In addition, the President shall call a special meeting upon the written request of at least one-tenth (1/10) of the membership. Such meetings shall be limited to consideration of subjects in the official agenda unless agreed upon by unanimous vote of the voting members present.
Section Three: Notice of Meetings.
Notice of any meeting of the members may be given in electronic mail form, or when that is not possible, shall be given in writing, deposited in the United States mail to each member entitled to vote at such meeting at such member’s address as shown by the Corporation’s membership records, first-class postage prepaid, at least ten, but no more than sixty (60) days before the meeting date. Such notice shall include the place, date and time of the meeting. In the case of each annual or regular meeting, such notice shall include a description of any matter or matters required by law to be approved by the members, including but not limited to matters governed by Idaho Code Sections 30-3-81 (“Director - Conflicts of Interest”), 30388 (“Indemnification of officers, directors, employees and agents”), 30391 (“Amendment of articles by members and directors”), 30397 (“Amendment of bylaws by directors and members”), 303103 and other sections governing mergers, 303107 and other sections governing sales of assets other than in the regular course of activities, and 303112 (“Articles of dissolution”). In the case of each special meeting, the notice shall specify the purpose or purposes of such meeting.
Section Four: Order of Business.
The order of business for all meetings is determined by the Board of Directors. The President shall preside at all meetings; the President-Elect shall preside in the President’s absence.
Section Five: Waiver of Notice.
Whenever any notice is required to be given to any member under the provisions of the Act or under the provisions of the Articles of Incorporation of the Corporation (“Articles”) 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.
Section Six: Officers of the Members’ Meetings.
The presiding officer at members’ meetings shall be the President or, in the absence of the President, the President-Elect or, in the absence of both the President and President-Elect, a chairperson elected by the members present at the meeting. The Secretary or, in the absence of the Secretary, any person appointed by the presiding officer of the meeting, shall act as secretary of a members’ meeting.
Section Seven: Quorum and Voting Requirements.
One-tenth (1/10) of the members entitled to vote, represented in person, by proxy, by mailed written ballot, by e-mailed ballot, or by absentee ballot shall constitute a quorum at a meeting of members. The members present at a duly organized and convened meeting where a quorum has been present can continue to do business as a quorum until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by the Act, the Articles, or these Bylaws. Unless one-third (1/3) or more of the members entitled to vote are present in person, by proxy, by mailed written ballot or by absentee ballot, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.
Section Eight: Proxies.
A member may vote either in person or by proxy executed in writing by the member. No proxy shall be valid after eleven (11) months from the date of its execution. Every proxy shall be revocable at the pleasure of the member who executed it.
Section Nine: Action by Members without a Meeting.
Any action required or permitted to be taken at a meeting of the members of the Corporation may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by those members representing at least eighty percent (80%) of the members entitled to vote.
Article NineOfficers/Board of Directors
Section One: Composition.
The Board of Directors shall consist of the officers of the Corporation: President, President-Elect, Past-President, Secretary and Treasurer (Executive Committee of the Board), who are elected independent of any regional requirements, up to seven members from affiliate member nursing organizations, and seven additional individual members who are elected from the following regions:
· Panhandle (Region One) Benewah, Bonner, Boundary, Kootenai, and Shoshone Counties
· North (Region Two) Clearwater, Idaho, Latah, Lewis and Nez Perce Counties
· Southwest (Region Three) Adams, Canyon, Gem, Owyhee, Payette, and Washington Counties
· Central (Region Four) Ada, Boise, Elmore, and Valley Counties
· South Central (Region Five) Blaine, Camas, Cassia, Gooding, Jerome, Lincoln, Minidoka, and Twin Falls Counties
· Southeast (Region Six) Bannock, Bear lake, Bingham, Butte, Caribou, Franklin, Oneida, and Power Counties
· Eastern (Region Seven) Bonneville, Clark, Custer, Fremont, Jefferson, Lemhi, Madison, and Teton Counties