Table of Contents

ARTICLE I: Name, Principal Office, Purpose & Restrictions

Name                                                                             

Principal Location                                                          

Purpose                                                                          

Compliance with Laws                                                  

ARTICLE II: Members

2.01 Full Membership                                                            

2.02 Student Membership                                                      

2.03 Senior Membership                                                        

2.04 Affiliate Membership

2.05 Member Obligation

2.06 Admission to membership

2.07 Termination  

2.08 Discipline   

2.09 Member Liability                                                          

ARTICLE III: Dues

3.01 Dues                                                                              

3.02 Delinquency                                                                  

3.03 Refunds                                                                        

ARTICLE IV: General Membership Meetings

4.01 General Membership Meeting                                       

4.02 Notice                                                                           

4.03 Quorum, Voting by the General Membership  

4.04 Proxy Voting  

4.05 Action without a Meeting: Written Ballot  

ARTICLE V: Board Membership

5.01 Board Members                                                            

5.02 Eligibility and Number of Board Members                  

5.03 Board Meetings                                                            

5.04 Notice                                                                           

5.05 Quorum                                                                         

5.06 Board Action                                                                

5.07 Absence                                                                        

5.08 Conduct of Meetings                                                    

5.09 Meetings by Conference or Other Electronic Means     

5.10 Action by Unanimous Written Consent Without a Meeting  

5.11 Expenses                                                                        

ARTICLE VI: Officers

6.01 Officers                                                                          

6.02 Election and Term of Office                                          

6.03 Duties                                                                            

6.04 Vacancies                                                                       

ARTICLE VII: Committees

7.01 Committees                                                                    

7.02 Nominating Committee                                                 

ARTICLE VIII: Indemnification and Insurance

8.01 Indemnification                                                             

8.02 Insurance                                                                        

ARTICLE IX: Amendment of Bylaws

9.01 Amendment of Bylaws                                                  

ARTICLE X: Interpretation

10.01 Interpretation        

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~                                                     

ARTICLE I

Name, Principal Office, Purpose & Restrictions

1.01    Name.   The name of the “Association” is California Association for Nurse Practitioners, San Diego Chapter, a local nonprofit mutual benefit corporation whose main state organization is the California Association for Nurse Practitioners (CANP).

1.02    Principal Location.   The principal location of the Association will be determined by its President. The principal Post Office Box of the Association shall be located in either San Diego, California or Sacramento, CA using the state CANP mailing address as determined by the Regional Board of Directors.

1.03    Purpose.   The Association is one of two local unifying voices and networking forums for Nurse Practitioners locally within the San Diego area and statewide. The organization provides consistency and expert guidance for the profession, thereby decreasing barriers and elevating the practice of the Nurse Practitioner.

1.04    Compliance and Laws.   All policies and activities of the Association shall be consistent with the policies of the main state CANP organization as well as applicable federal, state, and local antitrust, trade regulation laws and other legal requirements, including the California Nonprofit Corporation Law under which the Association is organized and operated, and applicable federal and state tax-exemption requirements.

ARTICLE II

Membership

2.01 NP Full Member

Full membership is granted to those who live and or work in California. Full members have full and exclusive voting privileges and rights to hold office.

2.02 Student Member

NP Student Membership is extended to students enrolled full-time in a Masters level or above state-approved NP program and to those who renew their student membership, limited to two years. School and graduation date must be provided. These members shall not have the right to vote or hold office, but may sit on committees. REQUIRED INFORMATION FOR STUDENT MEMBERSHIP: SCHOOL & GRADUATION DATE     

2.03 Senior

Senior Membership is extended to NPs holding an active RN license and who are 65 years and older and reside in California. These members shall have full and exclusive voting privileges and the right to hold office.

2.04 Affiliate

Affiliate Membership is extended to those non-corporate organizations serving other nursing, nurse practitioner, advanced practice nursing or other health care providers interested in the profession. These members shall not have the right to vote or to hold office.

2.05 Member Obligation to Follow Association Rules.   Each member of the Association agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the San Diego Chapter Board of Directors or voting members of the Association.

2.06 Admission to membership.   Persons interested in becoming a member of the CANP San Diego Chapter shall submit a written application, as approved by Board, to the state CANP office. Applicants who meet membership criteria will be accepted upon payment of dues as applicable. Membership shall not be transferable or assumable.

2.07 Termination.   A membership shall be suspended or terminated whenever the Board, or a committee or person authorized by the Board, in good faith determines that any of the following events have occurred: (a) resignation of the member, on reasonable notice to the Association; (b) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (c) failure of a member to pay dues, fees, or assessments in the amount and under the terms set by the Board; and (d) occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications.

2.08 Discipline.   The Board or its designee is empowered to take disciplinary action, including suspension or expulsion of a member that has engaged conduct injurious to the interest of CANP San Diego. Prior to any disciplinary action, member will be served with written notice of specific changes, given 30 days to prepare a defense, and offer an opportunity for an oral or written hearing before the Board. Suspension, expulsion, or any other disciplinary action of a member will occur upon an affirmative vote from a majority of the Board members/designee.

2.09    Disciplinary action of a member of the Board of Directors.   A member of the BOD may be removed from office by two-thirds (2/3) vote of the BOD for just cause or change in membership status.

2.09 Member Liability.   No member of the Association shall be personally or otherwise liable for any of the debts or obligations of the Association.

ARTICLE III

Finance

3.01 Dues. Annual dues are paid through the state CANP office. The San Diego Chapter has the option of asking for additional fees and assessments from its membership upon a 90 day written notice and majority approval from the general membership.  A voluntary fee can be obtained at monthly meetings to assist in offsetting costs associated with supporting membership activities.

3.02 Delinquency.   Any member of the Association who is delinquent in dues, fees or assessments may be suspended or terminated as provided above.

3.03 Refunds.   No dues will be refunded.

3.04 Budget.   An annual operating budget will be prepared by the treasurer and presented to the board for approval at least 60 days prior to the beginning of the fiscal year (July).

3.05 Chapter bank Accounts.   All chapter bank accounts will have at least 2 Board members listed on the account (President & Treasurer).

ARTICLE IV

Membership Meetings

4.01 General Membership Meeting.   The Association shall hold meetings of the active membership at a time and place designated by the Board. The meetings shall include education activities, reports by officers, and committee directors/chairs, and any other business that may arise.

4.02 Notice.   The Board shall give voting members reasonable notice of all general meetings. The notice may include an agenda and shall be given at least ten days prior to the meeting.

4.03 Quorum for the General Membership.   The number of members present at a duly noticed meeting shall constitute a quorum. Whenever a quorum is present, an act or decision made by a majority of the members is a valid act or decision.

4.04 Proxy Voting.   Proxy voting which conforms to the California Nonprofit Corporation Law is permitted at meetings of the membership.

4.05 Action without a Meeting: Written Ballots.   Any action which may be taken at a meeting of members, including election of directors and officers, may be taken by conforming to the mail balloting procedure specified in the California Nonprofit Corporation Law.

ARTICLE V

Board of Directors  

5.01 Board Members.   The “Board of Directors” is the governing body of the chapter and consists of elected and/or selected volunteer officers. It has authority and is responsible for the supervision, control, and direction of the chapter. It is responsible for setting policy and overseeing the financial matters of the chapter including approval of the budget. The Board shall maintain a positive relationship with other persons, firms, and organizations with which the chapter interacts.

5.02. Eligibility and Number of Board Members.   The Board shall consist of not less than three and no more than fifteen board members. Each board member shall be a full member in good standing, as well as a member in good standing in the main state CANP organization.

5.03 Board Meetings.   The President or the Board shall call and schedule board meetings as deemed necessary to develop and implement objectives and regional activities. The Board shall hold at least bi-annual meetings at the time and place it selects, and shall hold other meetings each year at the time and place it selects. Each board member is encouraged to attend each duly called and noticed meeting. The Board may hold regularly scheduled meetings without notice if the meeting dates are predetermined by the board. The Board may hold special meetings upon four days notice by first class mail or 48 hours notice delivered personally or by telephone or electronic means such as facsimile, text or email.

5.04 Quorum.   Two thirds (2/3) of the members of the Board of Directors shall constitute a quorum for the transaction of business.

5.06 Board Action.   Every act or decision made by a quorum of the Board present at a meeting duly held is the act of the Board. The Board may adopt policies, procedures, rules and regulations which may supplement and interpret these Bylaws and shall be binding and enforceable for general and board members.

5.07 Absence.   Each board member is expected to attend 2 of 3 quarterly meetings. If unable to attend a monthly meeting, attendance can be substituted by completing a monthly CANP conference call.  Proxies are not permitted. If a board member has three consecutive unapproved (by the president or designee) absences from Board meetings or substituted conference calls in any one fiscal year term, the board member’s resignation shall be deemed to be tendered and accepted at the discretion of the Board, and members shall be so notified.

5.08 Conduct of Meetings.   Meetings shall be governed by an appropriate parliamentary standard adopted by the Board.

5.09 Meeting by Conference or Other Electronic Means.   Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communication equipment if all of the following apply: (1) each member can communicate with all other members concurrently; (2) each member is provided with a means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection, to a specific action to be taken; (3) a means of verification is adopted and implemented by the corporation as to both of the following: (a) the person communicating by electronic means is entitled to participate in the Board meeting and (b) all statements, questions, actions, or votes were made by that person and not by another not entitled to participate.

5.10 Action by Unanimous Written Consent Without a Meeting.   Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action in the manner specific in the California Nonprofit Corporation Law.

5. 11 Expenses.   Each board member may be reimbursed for business related expenses incurred in connection with travel to and from a Board meeting, and business related expenses in accordance with standards and procedures the Board may adopt and amend from time to time. At any time, the Board, in its discretion, may determine not to pay any expenses for any or all future meetings. In addition, BOD members shall be reimbursed for annual tuition after each year of service. Participation of service will be determined by a BOD quorum. If a lack of participation is noted and voted on by a quorum, that member may not be reimbursed for that quarter and/or year. BOD members who qualify for reimbursement are: Immediate Past president, President, President elect, Treasurer, Secretary, Education chair, Membership chair, Health & Policy, and Marketing & Communications.

ARTICLE VI

Officers

6.01 Officers.   The officers of the Chapter shall be an Immediate Past President, President, President-Elect, Secretary, Treasurer, Membership Chair, Health Policy and Practice Issues Chair, Marketing and Communications Chair, and Educational Affairs Chair and shall form the “Board.”

6.02 Election and Term of Office.   Officers, also known as board members, shall be elected at its spring general membership meeting or other appropriate time as the Board sees fit. When the officers are elected at the spring meeting, their terms of office shall begin in June and end in May at the end of two years or when their successors are elected and qualified. Exceptions to this rule are: Immediate Past President, President, and President Elect, who will each serve one year terms. The Board shall also permit board members to serve longer terms when it certifies that there are no available successors.

6.03 Duties.   The officers shall perform those duties that are usual to their positions and that are assigned to them by the Board, including those duties that are set forth in the position descriptions of each officer as adopted by the Board from time to time. In addition, the President acts as the presiding officer of the Board; the President-Elect acts in place of the President when the President is not available and succeeds to the office of President should it become vacant.

Immediate Past President: Provides guidance to President and Board when requested.

President: Is the official representative of CANP San Diego. Set agenda for and lead monthly general meetings; ensure chapter bylaws are upheld; initiate and ensure ballot prepared for annual election of board members; facilitate dialogue with state leadership, local leadership, and members; participate in monthly Leadership calls; set and lead quarterly Chapter Board of Directors meetings, serve as an exofficio member of all committees, task force, etc. Will serve as Director and chairperson of the nominating committee. Assumes the position of immediate past president upon completion of term.

President-Elect: The President-Elect shall be oriented by the President to the roles and functions of the President and represents the President when the President is not available and succeeds to the office of President should it become vacant. The President-elect assists the President in matters of facilitating chapter business which may include: oversee the management of chapter email accounts by checking and responding to emails at least bi-weekly; and oversees that the chapter website is being used appropriately. President-Elect fulfills vacant BOD positions until substitution is determined.

Educational Affairs Chair: Facilitate/plan monthly speakers and venues; send invitations to members at least 2 weeks prior to upcoming meeting; obtain CEU credit offering from CANP CEU Chairperson when appropriate; distribute CEUs to members at meeting when appropriate; send lecture and meeting details (Speaker’s CV, objectives, outline and list of attendees) to CEU Chairperson within one week of the meeting when appropriate; and send thank you Correspondence to speakers and or sponsors within one week of meeting.

Secretary: Take minutes at monthly meetings; send monthly meeting minutes out to general chapter membership by posting to chapter website within 7 days of meeting; take minutes at Chapter Board of Director meetings; distribute Chapter Board of Director minutes to the board members via email, if requested, within 7 days of meeting.

Treasurer: Manage accurate and updated records of bank account(s); provide overview of account balance at all monthly meetings; check incoming mail monthly; orchestrate giving at annual State Conference for raffle; provide checks for reimbursement when authorized by the Chapter Board of Directors; and track BOD tuition payment and reimbursement via documentation flowsheet. Collects fees at monthly meetings or delegates a collector of fees.

Membership Chair: Monthly reconciliation of membership lists to update email contact list; follow up on expired members on a quarterly basis; participate in monthly membership teleconference calls; organize outreach events at least annually to local post-graduate schools of Nursing with Nurse Practitioner Programs; facilitate sign in at each monthly meeting with the treasurer and provides a copy of sign in sheet at each meeting to the sponsor of the meeting if indicated. Maintains meeting attendance of members and their guests and upload onto shared Google Membership sign-in doc for tracking purposes. Sends information in electronic format when able to be archived as Chapter records.

Health Policy and Practice Issues Chair: Report current legislative activities at monthly general meetings; keep current regarding information distributed by State via email, teleconferences, and meetings; participate in monthly Grassroots conference calls; actively reach out to legislators each quarter; meet and/or facilitate the planning of meetings with local legislators during times of relevant professional bills and/or Lobby Day; and take active part in encouraging chapter members to contact local legislative representatives.

Marketing and Communications Chair: Participate in monthly state Marketing and Communications Conference call; publish and disperse quarterly E Newsletter (via chapter website upload) for the chapter. Foster relationship with community and flow of information to the public, and to local government officials to increase awareness of NP role. Frequently post to social media (at least quarterly), including the advertisement of CANP monthly events.

6.04 Vacancies. If a vacancy occurs on the Board for any reason, the Board may fill the unexpired portion of the term by appointment and approval of 2/3 of the Board. The person filling the vacancy may be elected for an additional term but may not serve more than four years total in the same position unless there are no available successors.

ARTICLE VII

Committees

7.01 Committees.   Standing committees shall be those so designated by the Board. The Board may create committees to which it may delegate various governance functions. At the time it creates a committee, the Board shall issue to the committee a specific mission statement with a definition of the committee’s authority.

7.02 Nominating Committee:   The Board will appoint a nominating committee. The immediate past President or a designee will serve as head of the committee. The committee shall prepare a slate for nominees for each office where a term is expiring. It will present the slate to the BOD prior to the publication of the slate to the membership. It shall oversee all election procedures adopted by the Board

ARTICLE VIII

Indemnification and Insurance

8.01 Indemnification and Insurance is addressed at the state level in the state CANP By Laws.

ARTICLE IX

Amendment of Bylaws

9.01 Amendment of Bylaws.   These bylaws may be amended by a quorum of  the Board, provided that certain amendments to the bylaws specific in the California Nonprofit Corporation Law, such as those that materially and adversely affect the rights of members, must be approved by the members.

9.02 Bylaws will be reviewed and or revised at least every 3 years.

ARTICLE X

Interpretation

10.01 Interpretation.   These bylaws constitute a written agreement between the Association and its members and the Board. The bylaws shall be interpreted in connection with the California Nonprofit Corporation Law which supplements and controls these bylaws.

Revised 10/05/2016