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Bylaws of the
Nurses Organization of Veterans Affairs
Palo Alto Health Care System Chapter 129
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Article I. PREAMBLE, NAME AND OBJECTIVES
Section 1. Preamble
The professional nursing staff of the Veterans Affairs Palo Alto Health Care System hereby creates this assembly of nurses for the purpose of the objectives as stated within these Bylaws.
Section 2. Name
The name of this organization shall be the NURSES ORGANIZATION OF VETERANS AFFAIRS, (NOVA), PALO ALTO HEALTH CARE SYSTEM CHAPTER 129, hereinafter referred to as the Chapter.
Section 3. Objectives
A. To provide for quality nursing care to the veteran patient.
B. To facilitate open communication among all nurses in the Department of Veterans Affairs, and those persons or organizations impacting on the Veterans Affairs Health Care System.
C. To influence recruitment and retention of professional nurses.
D. To provide educational opportunities for NOVA members.
E. To foster a high level of professional nursing practice.
F. To foster research and academic excellence in the Department of Veterans Affairs Nursing Service.
Article II. MEMBERSHIP
Section 1. Membership Qualifications and Privileges
A. Active membership shall include any Registered Nurse employed by the VA Palo Alto Health Care System or actively employed RN from any VA within VISN 21 that does not have an active chapter upon application and payment of National and local dues.
B. Associate membership shall include any Registered Nurse retired from the Department of Veterans Affairs upon application and payment of National and local dues. Associate members shall have the same rights as active members, they are eligible to hold a Board of Directors position, but exempt to hold an officer position.
C. Honorary membership may be awarded to an individual who had rendered notable and outstanding services to the Chapter. Candidates for honorary membership shall be recommended by a member of the board and approved by three quarters (3/4) vote of the membership at any business meeting. Honorary membership shall include all of the privileges of Associate Member, but shall not be subject to annual dues.
Section 2. 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.
Section 3. Member Responsibilities
A. Each member shall abide by the provisions of the National and Chapter Bylaws and such additional policies as may be established by the organization.
B. Members of the Chapter must be members of the National Organization.
Section 4. Membership Transfer
A member in good standing, who transfers from one VA to another, is eligible as a member of the new Chapter for the remainder of the membership year.
Article III. BOARD OF DIRECTORS
Section 1. Composition
The Board shall consist of nine (9) Directors and five (5) Officers: President, Vice-President, Secretary, Membership Secretary, and Treasurer. The immediate Past President serves in an ex officio capacity.
Section 2. Authority and Function
The Board shall approve and authorize the official acts of the elected Officers and its Committees. The Board shall be the governing body of the Chapter, which shall establish policy, direct activities, and approve all actions pertaining to the business of the Chapter. The Board serves in an advisory capacity to the membership.
Section 3. Vote
Members of the board shall have one vote each, except the President and the Immediate Past President. The President will cast a vote only in the case of a tie and the Immediate Past President will sit without vote.
Section 4. Term of Office
A. Officers and Directors shall begin their terms of office at the close of the annual meeting following their election or until the election of their successor(s).
B. Officers and Directors shall serve a two-year (2) term.
C. Officers shall hold no more than one (1) office at a time.
D. Officers and Directors shall serve no more than two (2) consecutive terms in the same office.
Section 5. Vacancy in Office
A. Unless stated otherwise in these Bylaws, should a vacancy of an Office 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.
Article IV. ELECTIONS
Section 1. Even and Odd Year Elections
The President, Membership Secretary, Treasurer, and four (4) Directors shall be elected in odd numbered years. The Vice-President, Secretary, and five (5) Directors shall be elected in the even numbered years.
Section 2. Nomination Committee
A. The Nomination Committee shall solicit candidates for those offices that become vacant and will select from those candidates the nominees for election to those offices.
B. Rules and procedures for the conduct of all elections shall be recommended by the Nomination Committee and approved by the Board of Directors.
Section 3. General Elections
A. Elections shall take place in the last quarter of the calendar year. Write-in candidates shall be counted, provided a signed consent-to-serve is on file with the Nominations Committee. Voting shall be by return mail. The Nomination Committee shall establish a deadline for the return of the ballots. A tie vote shall be decided by the drawing of lots. Candidates shall be elected by a plurality of those eligible members voting.
B. The Board shall receive a written report of the ballots cast. The report shall include the number of votes cast for each candidate. The President shall notify the winning candidates prior to the annual meeting.
Article V. QUALIFICATIONS OF CANDIDATES
Section 1. Membership Minimum
Each candidate shall be a current member and have been a member of the chapter in the year prior to candidacy.
Section 2. Board Candidates
All candidates shall comply with the requirements set forth by the Nomination Committee and approved by the Board.
Article VI. DUTIES AND RESONSIBILITIES OF OFFICERS
Section 1. General Responsibilities
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 the Board of Directors.
Section 2. President
The President is the presiding officer of the Chapter, including, but not limited to, the Chapter Meeting and the Meeting of the Board. The President is the chief elected executive officer of the Chapter and is designated as its primary spokesperson. The President shall be directly responsible to the Board for overall administration of the Chapter. Except where otherwise specified, the President appoints committee Chairs whose appointments are then ratified at the next Board meeting.
Section 3. Immediate Past President
The immediate Past President will sit on the Board of Directors with a voice and no vote.
Section 4. Vice President
The Vice-President shall assume the responsibilities of the President in the absence of the President. In the event the office of the President becomes vacant, the Vice-President shall fill the office of the President for the remainder of the term then return to the office of Vice-President. The Vice-President shall Chair the Legislative Committee.
Section 6. Secretary
The Secretary shall be responsible for the overall general correspondence and communications and for the maintenance of all official records of the Chapter. The Secretary shall be responsible for recording the official minutes of the Chapter and Board meetings.
Section 7. Treasurer
The Treasurer shall be responsible for the maintenance of all financial affairs of the Chapter. The Treasurer will maintain a record of all financial transactions and verify that all members’ dues are paid so that members’ voting rights may be known. The Treasurer shall keep a detailed and exact account of all contributions and expenditures as required by law and shall prepare and cause to be filed all financial statements and reports to government authorities required by law or requested by the Board. The Treasurer shall Chair the Finance Committee.
Section 8. Membership Secretary
The Membership Secretary shall be responsible for the maintenance of the membership records and for the preparation of renewal notices, membership confirmations and correspondence. The Membership Secretary shall Chair the Membership Committee.
ARTICLE VII. COMMITTEES
Section 1. Composition
The composition, duties, and terms of the Special and/or Standing Committees shall be determined by the Board except as otherwise defined in these Bylaws. Committee members shall be appointed for a term of one (1) year, and shall be made on a year by year basis. In the event a Chairperson or a committee is unable to fulfill the responsibility of the position, the President will select an alternative Chairperson, who is not required to be a member of the Board. The President shall be an ex-officio member of all committees except the Nominations Committee.
Section 2. Executive Committee
The Executive Committee of the Board shall consist of the elected officers of the Chapter and shall be empowered to act for the Board when the Board is not in session. All actions of the Executive Committee shall be approved by the Board at its next scheduled meeting.
Section 3. Nominations Committee
The Nominations Committee shall be appointed yearly. It shall be the duty of this committee to prepare a slate of candidates.
Section 4. Standing Committees
Standing Committees are appointed to accomplish the objectives of the Chapter. Members of Standing Committees are appointed by the President and approved by the Board. The Standing Committee may include, but are not limited to, the Legislative Committee, Membership Committee, Publicity Committee, Finance Committee, Bylaws Committee, Program Committee, and Fund Raising Committee.
Section 5. Committee Appointments
All Committees, either Special or Standing, shall be appointed by the President with the approval of the Board.
ARTICLE VIII. MEETINGS
Section 1. Membership Meeting and Quorum
There shall be at least a quarterly meeting of the Membership of the Chapter. The time and place to be determined by the Board. In addition, one of those quarterly meetings shall be designated as the annual meeting for purposes of announcing election results, turning over Chapter responsibility to the newly elected Board and completing other Chapter business. All voting members in attendance at the quarterly/annual meetings shall constitute a Quorum.
Section 2. Board of Directors Meeting
Regular meetings of the Board shall be held at least four (4) times a year. The Executive Committee shall meet as necessary.
Section 3. Agendas
The Chapter President is responsible for establishing the agenda of the Board and Chapter meetings with input from the board.
Section 4. Special Meetings
All special meetings shall be called by the President and/or upon written request by three (3) Board members or by five (5) Chapter members. The purpose of the meeting shall be stated in both the request and in the notice of the special meeting.
ARTICLE IX. MEMBERSHIP DUES AND FISCAL POLICY
Section 1. Dues
A. The Chapter dues will be reviewed annually by the Board. Any changes in the dues will be proposed by the Board and voted on by the general membership of the Chapter.
B. The Chapter dues shall not exceed the National dues.
C. Members ninety (90) days delinquent in payment of their dues shall be automatically dropped from the Chapter membership rolls.
D. Upon resignation, there shall be no refund of dues.
Section 2. Fiscal Policy
A. No member, including Officers and Directors of the Board, shall be compensated for their services to the Chapter.
B. The Chapter’s fiscal year shall concur with the National Organization’s fiscal year as determined by the National Board.
C. Appropriate available funds shall be used for operating expenses as determined by the Board.
ARTICLE X. PARLIMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Chapter in all cases to which they are applicable, and in which they are not consistent with the Bylaws of NOVA and any special rules of order the Chapter may adopt.
ARTICLE XI. INCORPORATION AND NON-PROFIT STATUS
NOVA was incorporated in the State of Illinois, December 10, 1980, under the “General Not for Profit Corporation Act” of January 1944. The National Organization and it’s Chapters are also an Exempt non-profit organization under the Internal Revenue Code, Section 501(c)(6).
ARTICLE XII. AMENDMENTS
The Bylaws may be amended at a Chapter meeting by the voting members, provided that the amendment has been submitted in writing to the membership at least thirty (30) days prior to the Annual Meeting, and is approved by at least two-thirds (2/3) of the voting members present.
ARTICLE XIII. DISSOLUTION
In the event of the dissolution of the Chapter, all assets shall be disposed of in keeping with its tax-exempt status and governing laws.
STANDING RULES
PREFACE: These items are supplemental to the Bylaws and cannot conflict with the Bylaws. Standing Rules are of a semi-permanent nature containing policies or rules relating to the administration of the Chapter. Standing Rules are to amplify or implement a general statement in the Bylaws.
BOARD OF DIRECTORS
In order to insure representation from all Palo Alto Health Care System sites, there shall be the following designated seats of the Board of Directors: two (2) from the Livermore Division/Central Valley section, two (2) from the South Bay/Central Cost section, four (4) from the Palo Alto/Menlo Park Divisions, and one (1) Director-at Large.
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