"Promoting the advancement of the specialty of Emergency Nursing throughout the State of Vermont."

VTENA BYLAWS AND CONSTITUTION

These shall constitute the constitution and bylaws of the Vermont Emergency Nurses Association, which was formed on October 4, 1979 and incorporated April, 2001. Reviewed April, 2000, Revised April, 2002, Revised November, 2004, Reviewed May 2007. The Original Vermont ENA Bylaws and Constitution were approved at the State Council Meeting on September 26, 1997.

ARTICLE I - NAME

The name of this organization shall be the Vermont Emergency Nurses Association, a not-for-profit organization in the State of Vermont.

ARTICLE II - PURPOSE AND OBJECTIVES

Section 1. Purpose:

"The purpose for which the corporation is organized is educational, within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, as amended, including but not limited to the advancement of emergency nursing through education and public awareness."

Section 2. Objectives:

To promote and to implement the philosophy and objectives of the National Emergency Nurses Association including:

1. To promote the specialty of emergency nursing
2. To work collaboratively with other health related organizations toward the improvement of emergency care
3. To serve as a resource for emergency nursing education and research
4. To define standards of excellence for emergency nursing practice
5. To develop and disseminate education and research resources toward the defined standards
6. To provide a networking structure to address professional emergency nursing issues
7. To identify and address emergency nursing issues
8. To serve as a patient advocate for the consumer through public education and other mechanisms
9. To affirm the philosophy of the ANA Ethical Principles
10. To promote the common interests of the Association's members and to improve the business conditions for emergency nurses within the health care industry

Section 3. Limitations:

No part of the net earnings of the Association shall profit to the benefit of any private individual. Further, no part of the income of the Association shall be distributed to its members, directors or officers, provided however, that the payment of reasonable compensation for services rendered shall not be deemed a distribution of income. The Association shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

ARTICLE III - MEMBERSHIP

Vermont ENA membership classifications, privileges, etc., shall be as per National ENA bylaws.

ARTICLE IV - STATE COUNCIL

1. National Level

2. State Level

The State Council shall be composed of officers, committee chairpersons, and directors-at-large:
The Officers of the Vermont State Council shall be President, President-elect, Secretary and Treasurer.

1. Eligibility Requirements for Council Members:

a. Current National Emergency Nurses Association membership
b. Current nurse licensure

2. Responsibilities:

The Officers of the Vermont State Council shall exercise all the privileges and responsibilities as an Officer of the State Council as specified in the Bylaws/Procedures of
the National Association. Officer responsibilities will include:

a. President:

1. Serve as Chief Elected Officer of the State Council
2. Coordinate State Council administrative activities
3. Appoint committee chairpersons and committee members, with State Council approval

b. President-Elect:

1. Perform any duties assigned by the President for State Council
2. In the event the position of President becomes vacant, the President-Elect shall serve as President for the remainder of the unexpired term of office.
3. Shall succeed the President

c. Secretary:

1. Record minutes of all ENA meetings
2. Assist, as needed, with ENA correspondence

d. Treasurer:

1. Maintain State Council financial records in accord with generally accepted accounting procedures
2. Present a State Council budget proposal
3. Maintain State Council banking accounts and disbursements thereof
4. Perform these duties as outlined in Parliamentary and Common Law

e. Directors-at-Large:

1. There shall be three voting directors-at-large.
2. Directors-at-Large must be current active members of the Association.

f. Ex-Officio:

1. The immediate past president shall be a voting member of the State Council.

3. Term of Office:

The term of office for each Officer, Directors-at-Large and Ex-Officio shall commence January 1st and terminate December 31st. The term of office shall be for two years.

4. Elections:

Elections shall be held every two years. Elections shall be by ballot and must be scheduled prior to the National Association's General Assembly. Officers and Directors-at-Large must be elected by a majority of the state membership. A nominee for state office must currently serve as a voting member of the State Council. Vacancies in officer positions may be filled for unexpired terms by the State Council governing body. In accord with Procedures, the Nominating Committee shall solicit, verify, and then publish a slate of candidates for Association Officers and Directors-at-Large.

ARTICLE V - MEETINGS

A. The Vermont State Council shall endeavor to meet on a quarterly basis or more frequently as circumstances warrant. Meetings shall be called by the President.
B. A majority of the State Council Members shall constitute a quorum.
C. The Vermont State Council will host an annual educational meeting.

ARTICLE VI - DELEGATES TO THE GENERAL ASSEMBLY

A. The president and president-elect shall be considered delegates to the National ENA General Assembly as per ENA procedure.
B. The remaining delegates shall be chosen on the basis of a point system defined in the Standard Operating Procedures of Vermont ENA.

ARTICLE VII - BOARD OF DIRECTORS

A. The Officers of the Vermont State Council shall constitute the Board of Directors.
B. The Board of Directors shall be responsible for the management of the affairs of the Vermont State Council between its business meetings and shall perform such other duties as specified in these Bylaws. The Board of Directors is subject to the orders of the State Council and may not act in conflict with actions taken by the State Council.

ARTICLE VIII - COMMITTEES

A. The State Council shall endeavor to have the following standing committees:

1. Education
2. Trauma and Pediatric nursing core courses (TNCC and ENPC)
3. Government Affairs
4. Nursing Practice
5. Membership
6. Newsletter
7. E.N.C.A.R.E.
8. Nominating
9. SANE
B. Additional committees shall be created by the State Council as circumstances warrant.
C. Appointment to all committees shall be made in accord with Procedures.
D. The composition, qualifications, terms of office, responsibilities, and meeting of all committees shall be specified in Procedures.

ARTICLE IX - CONSTITUENT DISBURSEMENTS

A. Any monetary allocations coming from State funds, in excess of two hundred dollars, must be voted upon and approved by a majority vote of the State Council.
B. Any allocations, as stated above, must be documented in the minutes of that meeting and reflected in the Treasurer's report.
C. Savings and/or checking accounts opened for State Council transactions must have two signatures for access to the account, preferably President and Treasurer; however, two signatures shall not be necessary for each transaction.

ARTICLE X - INDEMNITY

The Association shall indemnify all Officers, Directors and employees for expenses incurred with the defense or settlement of any claim against such person by reason of service as an Officer, Director or employee, unless a judgement or other adjudication shall establish that such claim arose or resulted from any dishonest, fraudulent, criminal, malicious or knowingly wrongful act, error or omission of such person.

ARTICLE XI - PARLIAMENTARY AUTHORITY

These Bylaws, the current edition of Roberts Rules of Order, and Special Rules of Order adopted by the State Council shall govern all meetings of the State Council provided they are not in conflict with the Bylaws and Procedures established by the National Association.

ARTICLE XII - DISSOLUTION

In the event of dissolution of the State Council, the net assets of the corporation shall revert to the National Association after all liabilities and obligations shall be paid, satisfied and discharged or adequate provision shall be made thereof.

ARTICLE XIII - AMENDMENTS

A. Amendments to these Bylaws may be proposed by the Vermont State Council or under the signature of five members in good standing in accord with Procedures.
B. Amendments which are in accord with this Procedure of the Vermont State Council's philosophy, purpose and objectives, as well as federal and state laws, will be submitted to the membership sixty days prior to the annual business meeting of the Vermont State Council.
C. In order to be approved, an amendment must be approved by a two-thirds vote of the active membership present at the annual business meeting of the Vermont State Council.
D. Any amendment to the National Association Bylaws and Procedures having direct application to these Bylaws shall take precedence over any State Council Bylaw provision and or Procedures and amendment thereto shall automatically take effect.