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NOVA FOUNDATION BYLAWS
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I. PREAMBLE, NAME AND OBJECTIVES
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Section 1. Preamble
The Nurses Organization of Veterans Affairs hereby creates this Foundation of professional nurses and proponents of quality health care for veterans. The purpose of the Foundation is quality health care for veterans and those served by the Veterans Health Administration through the promotion of nursing research and study, nursing education and scholarship, and the advancement of the profession of nursing.
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Section 2. Name
The name of this foundation shall be the NOVA Foundation.
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Section 3. Objectives
The objectives of the NOVA Foundation shall be to:
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- promote quality health care for veterans and those served by the Veterans Health Administration;
- provide educational opportunities for nurses;
- promote the advancement of nursing practice through scholarships;
- advance the art and science of nursing and veterans health care through research; and
- provide a program for recognition of nursing accomplishments.
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- The Board of Directors shall be the governing body of the NOVA Foundation and shall establish policy, direct activities and approve all actions pertaining to the business of the NOVA Foundation.
- The NOVA Foundation Board of Directors will be made up of no fewer than nine and no more than fifteen directors. The NOVA Foundation Board of Directors will be comprised of NOVA members at-large, the Immediate Past President of NOVA, national nursing leaders, and advocates of veterans' health care. Dues paying members of the Nurses Organization of Veterans Affairs will comprise no more than 50 percent of the NOVA Foundation Board. All Directors of the NOVA Foundation will be appointed by the Chairman of the NOVA Foundation with the approval of the NOVA Foundation Board of Directors.
- The Board of Directors shall have the responsibility to conduct the fiduciary affairs of the NOVA Foundation in a prudent manner in accord with its bylaws and the laws under which it is governed.
- The Board of Directors shall approve and authorize the official acts of the elected officials and its committees.
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Section 2. Term of Office
The term of office for the NOVA Foundation Board members will be two years and may be reappointed for successive terms. The initial Board of Directors will be appointed equally to one and two year terms.
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Section 3. Election of Officers
The officers of the Foundation shall be a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer. All officers will be elected by the NOVA Foundation Board of Directors at the first meeting of the calendar year for a term of one year. The officers may be re-elected for additional terms in the same office.
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Section 4. Compensation
The NOVA Foundation Board of Directors shall not be compensated for their service to the NOVA Foundation, 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 5. Executive Committee
The Executive Committee of the Board of Directors shall consist of the Officers of the NOVA Foundation: Chairperson, Vice-Chairperson, Secretary and Treasurer. The Executive Committee shall be empowered to act for the Board of Directors between meetings of the Board of Directors. The Board of Directors at its next scheduled meeting shall approve all actions of the Executive Committee.
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III. MEETINGS OF THE BOARD OF DIRECTORS
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Section 1. Meetings
The NOVA Foundation Board of Directors will meet at least biannually, subject to the call of the Chairperson.
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Section 2. Quorum
A quorum shall consist of 51 percent of those appointed and duly serving on the NOVA Foundation Board of Directors. There shall be no proxy or cumulative voting.
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IV. COMMITTEES
The Chairperson shall appoint such committees as are deemed appropriate to carry out the objectives of the NOVA Foundation. Standing committees shall include the Education, Finance, and Research Committees.
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V. INDEMNIFICATION
The NOVA Foundation 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 NOVA Foundation 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 proceedings, including any settlement thereof approved by the Board of Directors, by reason of such person's having been a director or officer of the NOVA Foundation. The directors or officers shall not be liable to the NOVA Foundation or its members 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 NOVA Foundation shall indemnify and forever hold each such officer or director harmless against any and all liability to others on account of any such contract or commitment.
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VI. DISSOLUTION
In the event of the dissolution of the NOVA Foundation, all assets shall be disposed of in keeping with its tax exempt status and governing laws.
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VII. AMENDMENTS
These bylaws may be amended by the NOVA Foundation Board of Directors provided the amendment is submitted in writing to the NOVA Board of Directors at least thirty (30) days prior to a Business Meeting and is approved by the NOVA Board of Directors.
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Approved August 18, 1995, 2003
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