ANET Houston Membership Bylaws
CONSTITUTION AND BYLAWS OF THE ASSOCIATES
AND NURSES ENDORSING TRANSPLANTATION (ANET), INC.
ARTICLE I: NAME AND MISSION
Section 1: Name The
name of this organization shall be Associates and Nurses Endorsing Transplantation (ANET), Inc. a non-profit organization. Section 2: Mission The mission of this organization is to support and work cooperatively with all organ, eye and tissue banks, health
care facilities, and other interested parties in an effort to increase donation for transplantation, research, and education.
ARTICLE II: MEMBERSHIP
Section 1: Qualifications for individual membership Individual Member: RN’s, LPN’s, LVN’s, student nurses in accredited
nursing programs, chaplains, social workers, hospitals, health care facilities, members from procurement agencies, and persons
who share a common interest in organ and tissue donation and transplantation. An individual member shall: 1. comply with the organization’s constitution and bylaws:2.
promote organ and tissue donation: and3.
meet with other such criteria for membership as may
be established.
Section 2: Other Membership Qualifications and categories A. Non-Profit Organization: Any organization with 501 C status 1. that has a common interest in promoting organ and tissue donation and transplantation:2.
whose efforts and valuable contributions and service
can help fulfill the mission of the organization: and3. who will comply with the organization’s constitution and bylaws. B. Commercial/Profit Organization: Any organization that does not have 501 C
status 1.
that promotes organ and tissue donation and transplantation:
and2. will
comply with the organization’s constitution and bylaws
Section 3: Membership Fee All members shall pay an annual membership fee according to the rules of the organization. The fee
will be determined by the Board of Directors Executive Committee, subject to the approval of the membership.
Section 4:
Application All applications and renewals shall be submitted
with the membership fee to the ANET, Inc. office, in accordance with established regulations and deadlines.
Section 5:
Termination of Membership Members may be terminated because of non-payment
of dues, a violation of this Constitution and Bylaws, any misconduct which may bring the association into dispute, or for
any other reason. The Board of Directors may censor, suspend or remove any member, after due notice and a hearing, if requested.
ARTICLE III: MEETINGS
Section 1: Robert’s Rules of Order Revised Each meeting will be conducted under the current guidelines contained in Robert’s
Rules of Order Revised. Section 2: Annual Meeting A. Description: The meeting of members shall be held at least annually to conduct business, give and
receive reports and educational information. These meetings are geared for the general dissemination of information to the
membership. The times and places shall be determined by the Board of Directors. B. Attendance: all members of ANET, Inc. are encouraged to attend annual meeting. All major business
will be finalized during the annual meeting, unless the Board of Directors specifies otherwise.
ARTRICLE IV: ELECTIONS
Section 1: Election The Board of Directors and Officers shall be selected every two years at the annual meeting. Section 2: Vacancies In the event a vacancy occurs in the office of President, the Vice President shall assume the office.
The Executive Committee shall have the right to fill vacated, un-expired terms of offices of Vice President, Treasurer and
Historian. Anyone filling an un-expired term has the option of serving an elected term as well. Section 3: voting Only individual
members shall have voting rights. Voting by active individual members shall be by ballot and a plurality vote shall be given
effect. Section 4: Eligibility Eligibility for office requires active membership for one (1) year. Exceptions may be made at the discretion
of the Board of Directors.
ARTICLE
V: BOARD OF DIRECTORS
Section 1:
Qualifications The Board of Directors shall be elected at the annual
meeting by the Association’s active individual members. The Board shall be composed of the President, Vice President,
Treasurer, Historian, Immediate Past President, and Chairperson of Membership & Marketing. The Executive Director
and Executive Secretary and location of the National Headquarters shall be appointed by the Board of Directors. These positions
are volunteer positions and are to be served for a 3-year term. From time to time honorary non-voting advisors may be appointed
to the Board by the active membership. These individuals may be selected from Non-Profit and Commercial Profit Organizations.
Section 2:
Terms Board members may serve more than two consecutive
terms if approved by the membership. Any member of the Board is subject to removal for just cause by a two-thirds vote of
the members of the Board.
Section 3: Governance The Board of Directors shall manage the affairs
of the organization subject to this Constitution and Bylaws. The President, Vice President, Immediate Past President, Treasurer,
Historian, Executive Director and Executive Secretary shall comprise the Executive Committee of the Board.
Section 4: Procedures for Action The Board of
Directors may take appropriate action on matters within their jurisdiction by correspondence, telephone, or FAX.
Section 5:
Meetings Meetings of the Board of Directors shall be held
as often as the Board deems appropriate during each year or at the pleasure of the members. The Executive Secretary shall
call special meetings when three members submit a written request that specifies the purpose of such meetings. A majority
shall constitute a quorum at all meetings. Notice of such
meetings shall be mailed to each Director at least thirty (30) days before the meetings. Notice may be given via newsletter
or e-mail.
ATRICLE
VI: OFFICERS
Section 1:
Election of Officers The elected officers of the Association shall be
President, Vice President, Treasurer and Historian. The officers shall be
elected every two years by the membership. They shall be elected by a list submitted by the Nomination Committee previously
appointed by the President or from nominations from the floor at the regular meeting held at the time of the Association's
annual meetings. Election shall be by ballot, and a majority of the votes cast by members present shall elect.
Section 2:
Term of Office All officers shall serve a term of two (2) years,
beginning January 1 of even years and ending December 31 of odd years. Section 3: Duties: A.
President The President shall: (1) be
the principal elected officer of ANET, Inc.; (2) have
general supervision and control of all business and affairs of ANET, Inc.; (3) preside at all meetings; (4) insure
that notice of all meetings of ANET be provided to the Executive Secretary for distribution to the members; (5) be a non-voting member of all committees; (6) appoint special committees as necessary, and; (7) perform other duties that are prescribed elsewhere in this Constitution and Bylaws
or are customarily performed by the President. B. The Vice President The Vice President shall: (1) perform the duties and exercise the power of the President in the event of the
President’s absence or inability to complete his/her term of office; (2) perform other duties as prescribed elsewhere in this Constitution and Bylaws or are customarily performed
by the Vice President, and’ (3)
perform other duties as delegated by the President
to achieve the goals of the Organization. C. Immediate Past President The Immediate Past President shall: (1) in the temporary absence or incapacity of both the President and Vice President
perform the duties and assume the responsibilities of the President until the return of such person or until a successor is
elected, and: (2)
be a member of the Board of Directors for (1) year
following his/her term of office as President. D.
Treasurer The Treasurer, as the Chief Financial Officer of the Association, shall: (1) keep or cause to be kept an account of all monies received and expended for the Association; (2) make or cause to be made disbursements authorized by the Board; (3) deposit or cause to be deposited in the bank or banks, or trust company all received
sums approved by the Board of Directors; (4) make
a financial report at the annual meeting and when requested by the President; (5) provide or cause to be provided copies of a certified audit to the Board, if the volume of transactions
warrant an audit, and; (6)
appoint one or more designees to perform such duties
as the Treasurer may delegate. Funds may be drawn only upon the signature or signature
of the persons designated by the Board. All funds,
books, and vouchers for which the Treasurer is responsible shall at all times be subject to verification and inspection by the Board of Directors. No part of the funds of the Association shall inure to the benefit of any members,
Officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered
to or for the Association affecting one or more of its purposes). Notwithstanding any other provision of this Constitution and Bylaws, the Association shall not conduct any activities
not permitted to be conducted by an organization exempt under Section 501(c)(3) or 501(c)(6) of the Internal Revenue Code
and its regulations as they now exist or as they may hereafter be amended, or by an organizations contribution to which they
are deductible under Section 170(c)(2) of such Code and regulations as they now exist or as they may hereafter be amended. E. Historian The
Historian shall maintain scrap books which record the events of ANET through pictures and clippings. F. Chairperson of Membership & Marketing The Chairperson of Marketing and Membership shall: (1) perform
and/or coordinate the recruitment of new ANET members and the establishment of new ANET Chapters;. (2) develop or collaborate
in the development of recruitment tools; (3) coordinate the development of appropriate marketing & advertisement tools for the organization. The Chairperson of Marketing and Membership is a volunteer position and shall
be appointed by the Board of Directors. The term of office is two years and may be renewed upon approval
of the Board of Directors. G. The National Executive Director The National Executive Director shall: (1) coordinate communication between members of the Board (preferably bi-monthly); (2) oversee
the actions and business of National ANET; (3) coordinate the ANET Conference in Florida every other year, and assist with other
conferences upon request;. (4) complete and send in the Uniform Business Report and the IRS Tax Exempt Form yearly; (5) monitor
calls on the National ANET phone line; (6) is member of the Board for a one-year transitional period after term of office. H. National
Executive Secretary The National Executive Secretary shall: (1) compile and maintain the membership
roster; (2) distribute copies of the roster to the Board members bi-yearly; (4) edit and mail-out the
quarterly National ANET Newsletter;. (5) replenish supplies for National Office; (6) send out reminder and task list prior to
Board Meeting, and to send out Board Meeting Agenda after conferring with President; (7) assist Executive Director
with conference coordination and operations of ANET Business Office upon request. The offices of the National
Executive Director and National Executive Secretary are volunteer positions and shall be appointed by the Board of Directors.
The term of office is three years and may be renewed upon approval of the Board of Directors
ARTICLE VII: LOCAL CHAPTERS
The Association
shall encourage the formation of local chapters. The governance of local chapters will be in accordance
with this Constitution and Bylaws.
ARTICLE
VIII: MAIL VOTE INCLUDING AMENDMENTS If the Board of Directors believes any question
should be put to a vote of the members and finds it inexpedient to call a special meeting for such purposes, the Directors
may submit such a matter to the members by mail for vote, unless this Constitution and Bylaws specifies otherwise.
The question thus presented shall be determined according to a majority of the votes received by mail within thirty
days after the Directors’ submission. Any action taken in pursuance of a majority mail vote shall be binding upon the
Association in the same manner as would action taken at a duly called meeting.
ARTICLE IX: AMMENDMENTS The Bylaws can be altered, amended, or rescinded by a two-thirds vote of the
members present at any regular meeting or at any special meeting called for that purpose. Any proposed
amendment must first be referred to the Constitution and Bylaws Committee and may be acted upon at any meeting of the membership,
provided that a notice of amendments proposed is published at least 30 days prior to the meeting.
ARTICLE X: Fiscal Year The fiscal year shall commence on the first day of January and shall end on
the thirty-first day of December.
ARTICLE
XI: SEAL The Association shall have a seal of such design
as the Board of Directors may adopt.
ARTICLE XII: INDEMNIFICATION The
Board of Directors may, by resolution of the Board of Directors, provide for indemnification by the Association of any or
all of its Directors or Officers or former Directors or Officers against expenses actually and necessarily incurred by them
in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party,
by reason if having been Directors or Officers of the Association.
ARTICLE XIII: DISSOLUTION The Association shall use its funds only to accomplish the objectives and purposes
specified in this Constitution and Bylaws, and no part of said funds shall inure or be distributed to the members of the Association.
On dissolution of the Association, any remaining funds shall be distributed to one or more regularly organized and qualified
charitable, religious, educational, scientific, literary or philanthropic organization(s), which qualify under the provisions
of Section 501(c)(3) or 501(c)(6) of the Internal Revenue Code, selected by the Board of Directors. No member, trustee or officer of the Association, or any private individual shall be entitled to share
in the distribution of any other Association assets or dissolution of the Association. Upon dissolution, whether voluntary
or involuntary, the distribution of its assets shall be made to a corporation or association with the purposes similar to
a charitable or benevolent organization. Any lobbying or political statement must be approved by the entire membership. REVISED 5/28/04 , 5/24/05
