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BYLAWS
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ARTICLE I. PREAMBLE, NAME & OBJECTIVES
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SECTION 1. Preamble
The professional nursing staff of VA hereby creates this assembly of nurses for the purpose of the objectives as stated within these bylaws.
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SECTION 2. Name
The name of this organization shall be the Nurses Organization of the Veterans Affairs, hereafter also referred to as "NOVA" or as the "Organization".
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SECTION 3. Objectives
The objectives of NOVA shall be to:
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- provide for quality nursing care to the veteran patient,
- facilitate open communication among all VA nurses and those persons or organizations impacting on VA Health Care System,
- influence the recruitment and retention of professional nurses,
- provide learning opportunities for NOVA members,
- foster a high level of professional nursing practice,
- foster research and academic excellence in VA Nursing Service.
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SECTION 1. Classification
NOVA shall be composed of three classifications of members: Active, Associate and Honorary.
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SECTION 2. Qualifications and Privileges
A. - Active membership shall include any registered nurse employed full time, part time and/or intermittent status by VA. Active members shall be eligible to vote, to hold office and to participate in all other membership benefits offered by the Organization.
B. - Associate membership shall include any registered nurse retired from VA. Associate members shall have the same rights as Active members, except the right to hold office.
C. - Honorary membership shall be awarded to a member or non-member who has rendered notable and outstanding service to the Organization. They shall be recommended by a member to the Board of Directors. Honorary membership shall be approved by three-fourths (3/4) vote at any business meeting. Honorary membership shall include all privileges of Association Membership, but shall not be subject to the payment of annual dues.
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SECTION 3. Chapter Membership
Chapter members must be members of the National Organization.
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SECTION 4. Nondiscrimination Policy
No person shall be denied membership on the basis of sex, race, age, religious beliefs, handicap, sexual orientation, marital status, national origin, political affiliation/belief, or status as a veteran.
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SECTION 5. Responsibilities
Each member shall abide by the provisions of the bylaws of NOVA, the Chapter's bylaws, and such additional policies as may be established by the Organization.
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SECTION 6. Dues
A. - The annual dues if any shall be determined by the Board of Directors and shall be remitted in accordance with policies established by the Board of Directors.
B. - Members who are ninety (90) days delinquent in payment of their dues shall automatically be dropped from the National and Chapter membership roles.
C. - Chapter dues shall not exceed the National dues.
D. - Upon resignation, there shall be no refund of dues.
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ARTICLE III. OFFICERS AND DIRECTORS
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SECTION 1. Composition
The Officers and Directors of the Organization shall consist of a President, President-Elect, Vice-President, Secretary, Membership Secretary, Treasurer and six (6) Directors.
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SECTION 2. Term of Office
A. - Officers and Directors shall begin their terms of office at the close of the annual meeting following the election or until the election of the successor.
B. - Officers and Directors shall serve a two-year term except the President-Elect who shall serve a one-year term prior to succeeding to the Presidency.
C. - Officers shall hold no more than one office at a time.
D. - The President and President-Elect shall not serve for more than one (1) term in the same office. All other Officers and Directors shall not serve for more than two (2) consecutive terms in the same office.
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SECTION 3. Election of Officers and Directors
The Membership Secretary, Treasurer and three (3) Directors shall be elected in even numbered years; and the President-Elect, Vice President, Secretary and three (3) Directors shall be elected in odd numbered years.
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SECTION 4. Qualifications
A. - All candidates shall be a current member of NOVA.
B. - All candidates shall have been a member of NOVA for two years prior to becoming a candidate.
C. - President and Vice-President shall have previously served on the Board of Directors for at least one (1) year prior to taking office.
D. - All candidates shall comply with the requirements set forth by the Nominating Committee and approved by the Board of Directors.
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SECTION 5. Vacancies
A. - Unless stated otherwise in these bylaws, should a vacancy of an Officer or Director occur, the vacant office may remain vacant, or be filled by appointment of the President with Board approval, for the remainder of the term.
B. - Should a vacancy occur in the office of President, the Vice-President shall fill the vacancy for the unexpired term. If the Vice-President is unable to fill the office of President, the President-Elect shall fill the vacancy for the unexpired term and shall subesequently serve as President for the term to which he/she was elected.
C. - Should a vacancy occur in the office of President-Elect, the office shall be declared vacant until the next annual meeting at which time a President and a President-Elect shall be elected to serve for the ensuing year.
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SECTION 1.
The Nominating Committee shall solicit and select candidates for those offices that shall become vacant at the close of the forthcoming annual meeting.
SECTION 2.
The Nominating Committee shall present to the voting members a ballot of the candidates for office at least thirty (30) days prior to the annual meeting.
SECTION 3.
Write-in candidates shall be accepted and tallied.
SECTION 4.
Elections shall be solely by mail ballot. The Nominating Committee shall establish a deadline for the return of ballots.
SECTION 5.
Candidates shall be elected by a plurality of those eligible members voting.
SECTION 6.
Tie votes shall be decided by the drawing of lots.
SECTION 7.
Rules and procedures for the conduct of all elections shall be recommended by the Nominating Committee and approved by the Board of Directors.
SECTION 8.
Officers and Directors shall perform those duties prescribed by these bylaws and shall perform all such other duties as usually pertain to their respective offices or as directed by the President and Board of Directors.
A. - President: Shall be the chief executive officer of the Organization and is designated as the Organization's primary spokesperson. The President shall be directly responsible to the Board for the overall administration of the Organization.
B. - Vice-President: Shall preside in the absence of the President.
C. - Secretary: Shall be responsible for the general correspondence and communication of the Organization, for recording of the official minutes of the business meeting and the meetings of the Board of Directors and for the maintenance of all official records of the Organization. The Secretary shall serve as the historian.
D. - Treasurer: Shall be responsible for the maintenance of all the financial affairs of the Organization, which include, but are not limited to, the preparation of periodic financial reports to the Board. The Treasurer shall be the Chairperson of the Finance Committee.
E. - Membership Secretary: Shall be responsible for the maintenance of the membership records, preparation of renewal notices and membership confirmation. The Membership Secretary shall serve as the Chairperson of the Membership Committee.
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ARTICLE V. MEETING OF THE MEMBERSHIP
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SECTION 1.
The Annual Meeting of the Organization shall be held at least yearly and the time and place shall be determined by the Board of Directors.
SECTION 2.
The Business Meeting shall be held at a time of the Annual Meeting for the purpose of receiving reports of the Officers and Committees and for the discussion of, and actions concerning, issues which affect the membership.
SECTION 3.
All other meetings of the Organization (if any) shall be in accordance with policies established by the Board of Directors.
SECTION 4.
Those members present at any Business Meeting shall constitute a quorum.
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ARTICLE VI. BOARD OF DIRECTORS
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SECTION 1. Composition
A. - The Board of Directors shall be the governing body of the Organization and shall establish policy, direct activities and approve all actions pertaining to the business of NOVA and its Chapters.
B. - The Board shall reserve the right to charter Chapters.
C. - The Board shall have the responsibility to conduct the fiduciary affairs of the Organization in a prudent manner in accord with its bylaws and the laws under which it is governed.
D. - The Fiscal Year shall be determined by the Board of Directors.
E. - The Board shall approve and authorize the official acts of the elected officials and its committees.
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SECTION 2. Meetings of the Board of Directors
A. - Regular meetings of the Board of Directors shall be hald at least twice annually.
B. - Special meetings of the Board of Directors may be called by the President, or upon written request of three (3) members of the Board, or the written request of five (5) chapters. The purpose of the meeting shall be stated in both the request and in the notice of special meeting.
C. - A quorum for meetings of the Board of Directors shall be constituted by 50% of the members of the Board of Directors.
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SECTION 3. Compensation
No members, including officers and directors of the Board of Directors, shall be compensated for their service to the Organization, except for reimbursement of usual and proper expenses incurred in the attendance of Board meetings and those other necessary activities in the course of duties in accordance with the policies set forth by the Board of Directors.
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SECTION 4. Executive Committee
The Executive Committee of the Board shall consist of the Officers of the Organization: President, President-Elect, Vice-President, Secretary, Membership Secretary and Treasurer. The Executive Committee shall be empowered to act for the Board between meetings of the Board of Directors. All actions of the Executive Committee shall be approved by the Board of Directors at its next scheduled meeting.
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SECTION 1.
Members in each VA medical facility shall be granted Chapter status provided that:
A. - There are a minimum of ten (10) members of the National Organization in good standing.
B. - The established policies and procedures for Chapter status application have been completed.
C. - The Chapter bylaws have been approved.
SECTION 2.
A NOVA chapter may be formed in each VA facility. A facility with two or more divisions may form two or more chapters upon approval by the Board of Directors.
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SECTION 1.
All Standing and Special Committees shall be appointed by the President and approved by the Board of Directors.
SECTION 2.
The Board of Directors shall determine the composition, duties and responsibilities of all committees.
SECTION 3.
Committee members shall be appointed for a term of one year and shall be made on a year-to-year basis.
SECTION 4.
The President or his/her designee shall be an ex-officio member of all committees except the Nominating Committee.
SECTION 5.
The Standing Committees may include, but are not limited to: Awards, Bylaws, Chapters, Finance, Historical, Legislative, Nominating, Membership, Newsletter, Policy-Procedure, Program and Publicity.
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ARTICLE IX. INDEMNIFICATION
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The Organization shall indemnify any and all persons who may serve or who have served at any time as a director, officer, committee chairperson or staff member of the Organization and their respective heirs, administrators, successors and assigns, against any and all expenses incurred by such a person in connection with any action, suit or other proceeding, including any settlement thereof approved by the Board of Directors, by reason of such person's having been a director or officer of the Organization. The directors or officers shall not be liable to the Organization or its members for any mistake of judgment, negligence or for any other reason except in the case of bad faith or willful misconduct on the part of any such person. The officers or directors shall have no personal liability for any contract or other commitment made by them, in good faith, and the Organization shall indemnify and forever hold each such director or officer harmless against any and all liability to others on account of any such contract or commitment.
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ARTICLE X. PARLIAMENTARY AUTHORITY
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The rules contained in the current edition of the Robert's Rules of Order Newly Revised shall govern the Organization in all cases to which they are applicable and which they are not inconsistent with the bylaws of NOVA and any special rules of order the Organization may adopt.
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In the event of the dissolution of the Organization, all assets shall be disposed of in keeping with its tax exempt status and governing laws.
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ARTICLE XII. INCORPORATION & NON-PROFIT STATUS
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The Nurses Organization of Veterans Affairs was incorporated in the State of Illinois under the 'General Not for Profit Corporation Act' of January 1944, on December 10, 1980.
The Organization is also an exempt, non-profit Organization under the Internal Revenue Code, Section 501(c)(6).
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These bylaws may be amended at the Business Meeting of the voting members provided that the amendment is submitted in writing to the voting membership at least thirty (30) days prior to a Business Meeting and is approved by at least two-thirds (2/3) of the voting members present.
Adopted October 2, 1982
Amended November 7, 1984
Amended October 4, 1986
Amended April 14, 1988
Amended April 15, 1989
Amended April 11, 1992
Amended April 17, 1993
Amended April 16, 1994
Amended April 22, 1997
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