TITLE PURPOSE AND FUNCTIONS
This organization shall be known as the HAITIAN AMERICAN NURSES ASSOCIATION, INC. This chapter shall the known as the Haitian American Nurses Association of Hudson Valley, New York, Inc.
The purpose of this Corporation is to provide nurses the opportunity to unite as a group, to share and promote ideas of interest to the group and to become effectively involved with the issues and services relevant to the health and welfare of the community locally and globally.
- Encourage continued education among the nurses of the organization and the community.
- Sponsor health education projects, nursing scholarships and conferences relevant to the need of the community.
- Actively participate in decisions affecting communities with health disparities. To assist the nurses in maintaining standards of Practice and effectiveness through group activities.
- Assist foreign trained nurses to obtain licensure in the State of New York.
- Provide nurses the opportunity for professional development and growth through leadership & research
- Advocate for the health needs of our communities locally and globally.
- Members of this Corporation shall be Licensed Registered Nurses, Licensed Practical Nurses, Advance Practice Registered Nurses, student nurses whose applications have been received and approved by the credential (Recruitment & Retention) committee pursuant to these Bylaws.
- Associate membership shall be open to persons other than the above mentioned but who are concerned with or engaged in the practice of community leadership and/or services. Associate members must be approved by the Executive Board of Directors and may vote however cannot hold elective office. Associate members may Chair and participate in committees.
- Dues for the Haitian-American Nurses Association of Hudson Valley, New York, Inc. are established by the Executive Board of Directors.
- The dues shall be waived for student members and/or as ratified by the Executive Board of Directors.
- Dues are payable in the month of January each year and are delinquent after April 1st of that year.
- Notice will be given to members upon failure to pay annual dues, and if such dues are not paid within 90 days, privilege of active membership shall be suspended. Forfeiture of all membership rights shall occur 30 days from suspension if dues are not paid as required by the current policy. Once suspended, to reinstate membership, a fee determined by the Executive Board of Directors will be incurred.
- Payment plan of $25.00 every month starting in the month of January can be paid in installment towards membership dues.
Duties and responsibilities
- The timely payment of dues.
- Attendance at general and special meetings.
- Be members of committees and actively participate in the affairs of the Hudson Valley Chapter of the Haitian-American Nurses Association, Inc.
- Adhere with values, code of conduct, and code of ethics. Violation and/or non-compliance will result in dismissal and disciplinary action.
General membership meeting
- There shall be one (1) general membership meeting to elect the Board of Directors, to be held in the month of November/October of every year.
- Special and emergency meetings may be held at the discretion of the Board of Directors whenever necessary
A convention shall be held annually.
The order of business of the meetings shall be:
- Call to order
- Determine quorum
- Reading of the minutes
- Report of treasurer
- Report of the Board of Directors
- Report of standing committees
- Report of the special committees
- Old Business
- New Business
- Open Forum/Discussion
Four members of the Board of Directors and 25% of the general membership shall constitute a quorum of any regular meeting.
Resignation or Removal
Any member of this Corporation may resign by submitting his/her resignation in writing to the remaining members and he/she may be removed as a member either with or without cause at any meeting of the members held for that purpose by the vote, or written assent incorporated in the minutes of the meeting, of two-thirds of the remaining members.
EXECUTIVE BOARD OF DIRECTORS
Number and Qualifications of Directors
- The Executive Board of Directors (“Board”) shall consist of at least seven voting members to be elected every two years at the meeting of the general membership by the vote of a majority of these members. These voting members that comprise the Board shall include the following officers of the Corporation: President, Vice President, Second Vice President, Secretary, Corresponding Secretary, Treasurer, and Assistant Treasurer.
- The Board shall elect their own members from time to time, by amendment of these Bylaws.
- The Board shall elect members of the community as advisory board members not to exceed six with no voting power. Those members at large shall be as follows: two from the Business community, two representatives of the elected officials, two from the community at large.
- d) A director shall hold office until his/her successor has been vested, elected, sworn in and approved.
- e) Directors who served as president of the Board become permanent board members after serving their full term. PROPOSAL: A director who served as President of the Board in the previous term (Immediate Past President) shall continue as a voting member of the Board for in the immediately following term. The Immediate Past President shall be a member of the Board for only one (1) additional term. Thereafter, the Immediate Past President may be elected by the Board to serve as an advisory board member.
Meeting of Directors
The Executive Board of Directors shall hold its regular and its special meetings at such times and places, within or without the state, as they deem to be in the best interest of the Corporation at least twice a year. The Executive Board of Directors shall fix the time and place of its regular meetings. The President or any two directors may call special meetings of the Board of Directors, but the President shall call a special meeting or meetings whenever requested in writing to do so by a majority of the members.
Notice of Meetings of Board of Directors
PROPOSAL: Meetings of the Board of the Directors shall take place every Third Saturday of every month at Louis Kurtz Civic Center, 9 Main Street, Spring Valley, New York 10977 between 3pm and 6pm. After the Board of Directors has determined the time and place for regular meetings no notice thereof need be given. Notice of special meetings, stating the time and place thereof, shall be given to each director via e-mail or mailing, unless in case of emergency the President shall prescribe a shorter notice. The meeting of the Board of Directors for the election of officers may be held without notice immediately after the annual meeting of the members and at the same place. Any director may waive notice at any meeting of the Board of Directors either before, at or after such meeting.
Power of Directors
The Executive Board of Directors shall be vested with the management and governance of the Corporation. In the management and control of the property and affairs of the Corporation, the Board of Directors is hereby vested with all the powers possessed by the Corporation itself, so far as this delegation of authority is not inconsistent with the laws of the State of New York, with the Articles of Incorporation, or with these Bylaws.
The Board shall have power to segregate a percentage of the membership dues to establish an endowment fund. That fund shall be used for association purposes.
When for any reason the office of a director shall become vacant, the remaining directors shall by a majority vote elect a successor who shall hold office until his successor is elected and has been vested, elected, and sworn in. Vacancies resulting from an increase in the number of directors may be filled in the same manner.
Quorum of Directors
A majority of the members of the Board of Directors and/or advisory board constitute a quorum for the transaction of business. The vote of a majority of quorum of the directors shall be required in order to authorize action by the Board of Directors.
Resignation or Removal
Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation takes effect at the time specified therein, or if the time not be specified therein, upon its acceptance by the Board of Directors. The members at any meeting called for the purpose by vote of a majority of the members may remove from office any director elected by the members of the Board of Directors and elect his successor. Two-thirds of the general membership present at a duly convened meeting may remove a director, under extreme circumstances. PROPOSAL: A director may also be removed by majority vote of the directors provided there is a quorum of not less than a majority present at the meeting of directors at which such action is taken.
Election and Qualification
The officers of this Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer and one or more additional Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers or such other officers as the Board of Directors may provide. All of such officers shall be elected by a majority of vote of the General membership who paid for their membership dues. All members eligible to vote in an election should have had paid their membership dues by April of that year with the exception of nursing students. The election shall be managed by a committee appointed by the president of the association. The same person may hold more than one office, except those of President and Secretary or Assistant Secretary. The Executive Board of Directors shall have authority to fill any vacancy in any office by vote. The Executive Board of Directors shall also have full authority to fix the special compensation of all officers as need be. All officers shall hold office until their successors are elected and have been sworn in.
The President shall have at least a Bachelor’s Degree in Nursing but a Master’s Degree is preferred. He or she shall be the chief executive officer of the Corporation and shall preside at all general meetings of the members and shall preside at meetings of the Board of Directors. The President or Vice President, unless some other is specially authorized by vote of the Board of Directors, shall sign all written instruments of the Corporation. The President shall appoint members of all committees (if not elected by General Membership of HANA of Hudson Valley and/or by the Executive Board of Directors). The President shall perform all duties commonly incident to his/her office including but not limited to: a) Exercise general executive authority on behalf of HANA of Hudson Valley, b) Countersign all checks and properly supported requisitions for disbursement from the chapter treasury, c) Encourage and assist all Committees in development of programs and performance of duties, d) Recommend the removal of any Chairperson of a Standing or Special Committee (to the Board of Directors), and e) Perform such other duties as the Board of Directors shall designate.
The First Vice President shall hold a minimum of a bachelor’s degree, but a master’s degree is preferred. He or she would perform the duties and have the powers of the President during absence, sickness, or other disability of the President. In the event of the resignation, removal, or death of the President, the VP automatically ascends to the position of the President in accordance to order 1st, 2nd. and 3rd. In addition, he or she shall perform such other duties and have such other powers as the Board of Directors shall designate.
Second Vice President
The Second Vice President shall hold a minimum of a bachelor’s degree He or she would perform the duties and assist the First Vice President. He or she would have the powers of the First Vice President during absence, sickness, or other disability of the First Vice President. In the event of the resignation, removal, or death of the First Vice President, the Second VP automatically ascends to the position of the First Vice President in accordance to order 1st, 2nd. and 3rd. In addition, he or she shall perform such other duties and have such other powers as the Board of Directors shall designate.
The Secretary shall keep accurate records of all meetings of the members and of the Board of Directors and shall perform all the duties commonly incident to his office including but not limited to a) give members notice of all meetings, b) keep records of Chapter membership and dues, c) Give receipts for all membership fees received and transmit such fees to the Chapter Treasurer, d) Process memberships within 15 days of receipt, e) Maintain a file of all department and committee reports, f) Keep the president informed of all events affecting the interests of HANA of Hudson Valley. g) Aid, coordinate, and integrate work of several committees and divisions of the Chapter, h) Shall have charge of the Chapter’s Seal and affix the Chapter Seal as attestation of all written instruments of HANA of Hudson Valley, i) Shall coordinate and delegate the duties of the Assistant Secretary and j) shall perform such other duties and have such other powers as the Board of Directors shall designate.
The Corresponding Secretary
The Corresponding Secretary shall perform all duties as delegated by the Secretary or in the absence, sickness, or other disability of the Secretary. He or she shall conduct the general correspondence of the association; keep a list of the general membership, Officers, Board of Directors, Chairmen of Standing Committees and Commissions. He or she will send out minutes of all meetings; advise the President of upcoming events, deadlines and protocols; receive approval by the President of any correspondence sent to member’s prior of its being sent; work with the Chair of Recruitment in recruiting individuals to sign up to bring refreshments for meetings and events: prepare a list of paid members at the end of the fiscal year; disseminate all information and announcements.
The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers and documents of the Corporation. The Treasurer shall exercise under the supervision of the Board of Directors all the powers and duties commonly incident to his office including but not limited to a) Receive and promptly deposit all monies of HANA of Hudson Valley in a responsible bank or trust company, b) Act as the chief financial officer for HANA of Hudson Valley and Chairperson of the Budget Committee, c) Make authorized disbursements upon requisitions signed by the Secretary and countersigned by the President, d) Submit monthly reports covering the financial conditions of the Chapter to the Board of Directors, e) Maintain records and receipts of all disbursements and outstanding and /orunpaid accounts, and f) shall keep accurate accounts of the Corporation transactions which shall be the property of the HANA, Inc.
The Assistant Treasurer, subject to the order of the Board of Directors, shall assist the Treasurer with the care and custody of the money, funds, valuable papers and documents of the Corporation. The Assistant Treasurer shall exercise under the supervision of the Treasurer and the Board of Directors all the powers and duties commonly incident to his or her office including but not limited to a) Receive and promptly deposit all monies of HANA of Hudson Valley in a responsible bank or trust company, b) Act as the chief financial officer for HANA of Hudson Valley and Chairperson of the Budget Committee, c) Make authorized disbursements upon requisitions signed by the Secretary and countersigned by the President, d) Submit monthly reports covering the financial conditions of the Chapter to the Board of Directors, e) Maintain records and receipts of all disbursements and outstanding and f) perform all the duties of the Treasurer as delegated by the Treasurer or in the absence, sickness, or other disability of the Treasurer.
The work of HANA of Hudson Valley shall be done by the standing committees and as determined by the Board of Directors. The Standing Committees of the Chapter shall be: Newsletter, Education, Activities and Projects, Recruitment and Retention, Budget, Communications and Publicity, Hospitality, Marketing, Public Relations, Bylaws, Grant, and International Affairs
Resignation and Removal
Any officer of the HANA of Hudson Valley may resign at any time given written notice of the Board of Directors, the President or the Secretary of the Chapter. Any such resignation shall take effect at the time specified therein or if the time not specified therein, upon its acceptance by the Board of Directors. The members, at any meeting called for such purpose may, by vote of a majority of the members, for the removal from office any officer elected or appointed by the Board of Directors and elect or appoint a successor. The Board of Directors by majority vote of the entire Board may remove from office any officer or agent elected or appointed by the Board of Directors.
Description of seal
The Corporation Seal of the Corporation shall bear the words “HAITIAN AMERICAN NURSES ASSOCIATION, INC.” which shall be between two concentric circles, and on the inside of the inner circles, shall be the words “HUDSON VALLEY” and the figures “2008*, an impression of such seal appearing on the margin hereof.
Method of Amendment or Change ———————–
These Bylaws may be amended, repealed, and additional articles or sections may be adopted, by a majority vote of entire Board of Directors so long as the proposed action is not inconsistent with any Bylaws which may have been adopted at any meeting of the members. These Bylaws may be amended or repealed at any meeting of Board of Directors by a vote of the majority of the Board of Directors.
Amended and adopted as of March 2019