NPASD By-Laws

ARTICLE 1: NAME
The name of the organization shall be the Nurse Practitioner Association of South Dakota (NPASD).

ARTICLE II: PURPOSE
The purpose of the NPASD is to establish an association to assist Certified Nurse Practitioners (CNPs) in the delivery of accessible and affordable health care to South Dakota citizens.

ARTICLE III: OBJECTIVES
1. To facilitate collaboration between CNPs and other health care professionals for the improvement of health care in the State of South Dakota.
2. To support legislation, and other pertinent issues, affecting CNPs roles, education, and practice.
3. To establish a data bank and recruitment service of employment options for nurse  practitioners.
4. To promote public recognition of CNP practice.
5. To provide a continuing education forum, including an annual conference, for members and other CNPs.

ARTICLE IV: MEMBERSHIP
Section A.  Active Members
Active members shall be CNPs who are currently registered to practice as a nurse practitioner and hold current certification with a national certifying organization as a nurse practitioner. Active members shall have the privilege of voting, holding office, and serving on committees.

Section B. Student Members
Student members shall be registered nurses who are currently enrolled in a nurse practitioner program.  Student members may become active members upon graduation as delineated in Section A.   Students shall not hold office nor vote.  They may serve on committees, but may not serve as chairperson.

Section C. Associate Members
Associate members shall be any person or group interested in fostering the objectives of  the NPASD. They shall not have the right to vote or hold office or serve on committees.

Section D. Retired Members
Retirees are individuals who no longer hold a full time position. Retirees may serve on committees and vote.

Section E. Dues
A change in membership dues shall be proposed by the Board of Directors and the membership at the annual meeting. Members shall be notified of the proposed change 30 days in advance.

ARTICLE V: OFFICERS
Section A. Number, Election, Terms, and Qualifications
The officers shall be President, Vice President, Secretary, and Treasurer. Officers shall be elected by the eligible membership. The officers shall be elected for a term of two years. The office of president can only be filled with someone with prior NPASD board experience. No officer shall hold the same office for more than two consecutive terms.  New officers and board members shall have a co-joint meeting with the past BOD after the fall business meeting and then will take office at the end of the fiscal year.

Section B. President
The President shall be the principle executive officer of the association and shall coordinate the administrative matters, business, and affairs of the association. The President shall preside at all meetings of the association; execute, along with the Secretary and Treasurer, all communications and financial matters pertaining to the organization. The President shall serve as the ex-officio member on all committees. The President shall call special meetings when necessary. The President will direct the maintenance of archives.

The President shall be the principle elected officer of the association and shall coordinate the administrative matters, business, and affairs of the association with the executive director. The President shall preside at all meetings of the association; execute, along with the executive director, Secretary and Treasurer, all communications and financial matters pertaining to the organization. The President shall serve as the ex-officio member on all committees. The President shall call special meetings when necessary. The President will direct the maintenance of archives.

Section C. Vice President
The Vice President shall perform the duties of the President in the absence of the President. The Vice President shall be an advisor to the President and oversee committee work.

Section D. Secretary
The Secretary and/or Executive Director will prepare minutes for approval.  Preliminary "consensus" from the BOD will be obtained within one working week before the BOD minutes are placed into the web site.  Following approval, a copy of record is printed and preserved on diskette and on the web site for the archives. The Executive Director or the Secretary will distribute the minutes. The Secretary and/or Executive Secretary will compile and maintain an updated membership/mailing list.

Section E. Treasurer
The Treasurer and/or Executive Secretary will maintain records and maintain funds collected by the organization. The Treasurer and/or Executive Secretary shall prepare a financial report for each board and general membership meeting.  The Treasurer shall maintain a budget plan for each year, and present it at the fall business meeting to the membership for approval for the following year. 

ARTICLE VI: BOARD OF DIRECTORS
Section A. Composition
The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, and five (5) Members At Large: all of whom shall be voting members of the Board. The immediate past president shall be a nonvoting member.

Section B. Length of Service
Members At Large will serve two (2) year staggered terms. No Member At Large shall be eligible to serve more than two (2) consecutive terms. New members of the Board of Directors shall take office at the close of the annual business meeting. Three Board of Directors shall be elected in odd years, while two members will be elected on even years. The Immediate Past President will serve one year to promote continuity of business affairs.  BOD members at large may be elected into offices of the President, Vice President, Secretary, or Treasurer.

Section C. Duties
The Board of Directors shall oversee NPASD business. Their duties shall include formulation of policy for the association, adoption of the annual budget, authorization of expenditures, filling of vacancies on the Board of Directors (except for officers), appointment of necessary office personnel, and advising to the president. All Board members are expected to attend scheduled and called meetings. In the event a Board member cannot attend a meeting, he/she should notify a Board of Director member, or Executive Director regarding his/her view point on specified agenda items prior to the meeting.

Section D. Meetings
Regular meetings of the Board of Directors shall be held at least four (4) times a year. The time  and place of these meetings shall be set by the President. Special meetings of the Board of Directors may be called by the President or may be called upon written request by three(3) Board members.  BOD must be given Twenty-four hours notice and the purpose of the meeting stated in the call for the meeting.

Section E. Quorum
A majority of the members of the Board of Directors shall constitute a quorum.
 
Section F. Action Without a Meeting Action
Action may be taken by the Board of Directors without a face-to-face meeting if a documentable consensus of Directors is taken and the action is signed by all Board members. The action must be included in the minutes of the next meeting.

ARTICLE VII: MEETINGS
Full general membership meetings will be held at least annually.  The annual business full-membership meeting will be held at this meeting.  The time and place of the meeting shall be published a minimum of two months prior to the yearly conference. This membership meeting shall include an annual report of all committees, including election results.

ARTICLE VIII: ELECTIONS
Section A. Preparation of the Ballot
The Nominating Committee shall prepare a ballot of the officers and Board members to be elected.  The list of the nominees and their biographical sketch shall be mailed to the general membership no later than 30 days prior to the annual meeting.

Section B. Ballot Count
At least three (3) people will be designated to count the ballots prior to the annual meeting. The nominee receiving the highest number of votes for a particular office shall be declared elected. In the event of a tie vote, another ballot will be prepared and the membership will cast votes during the annual general meeting. The election results will be announced at the Fall meeting.

Section C.  Vacancies
In the event a vacancy occurs in the office of President, the Vice President shall take the office of the President for the duration of the term of office. In the event of other vacancies, the President, with Board approval, shall appoint someone to the office for the duration of the term.

Section D. Removal from office
Any officer or Board member who is absent from two (2) consecutive meetings without prior notice to an executive officer, shall be removed from that office or position, and an alternate appointed by the BOD that will fulfill the term of duty.

ARTICLE IX: COMMITTEES
Section A. Composition
The committees of NPASD shall be standing or special. Each committee shall have a chairperson and committee members will be volunteers or be solicited by Board members.

Section B. Standing Committees

1. Newsletter/Publicity Committee--
   This committee shall be responsible for promoting Nurse Practitioners and the goals of NPASD to prospective members and the general public. This committee is responsible for the newsletter which shall be to the editor/& web-publisher quarterly; Dec 1, March 15, June 15, and Sept 1.
   
   
2. Legislative committee
   This committee shall identify and inform the membership on appropriate legislative concerns. This committee will develop and maintain methods of networking with the membership and other organizations. The committee will develop appropriate responses to legislative initiatives. This committee, along with the Publicity Committee, shall be responsible for the development of appropriate lobbying materials.
   
   
3. Bylaws Committee
   This committee makes recommendations for bylaw changes or amendments. This committee shall be responsible for publishing and posting  proposed bylaw changes to the membership at least 30 days before the annual meeting.
   
4. Nominations and Membership Committee
   This committee should be comprised of at least three (3) elected members. Every effort should be made to have members of this committee represent different geographic areas. Members will serve one (1) year, with a new committee appointed annually. Members  will prepare a ballot 60 days before the fall business meeting.  The ballot will be mailed to all current year members.  Results will be reported to the membership at the fall business meeting.
   
   
5. Special Committees
   Ad hoc committees for special tasks may be appointed by the president. Special committees shall limit their activities to the accomplishment of the task for which they were created and upon completion of the task, shall stand discharged.

ARTICLE X: EXECUTIVE DIRECTOR
Section A. Appointment
The Board of Directors may appoint an Executive Director. The Executive Director is responsible to the President and the Board of Directors. Direction from the President may only be overridden by a majority vote at a Board of Directors meeting.

Section B. Delegation of Authority and Responsibility
The BOD delegates to the Executive Director the authority to act for and on the behalf NPASD.  Responsibilities include, but are not limited to:

ARTICLE XI: GENERAL PROVISIONS
Section A. Fiscal Year
 The fiscal year shall be January 1 to December 31 as established by the Board of Directors.

Section B. Disbursements
 All checks, drafts, or orders for payment of money, notes, or other evidence of indebtedness issued in the name of NPASD, shall be signed by the President or Treasurer.  If the check is to be over $1,000.00, it will need the signature of both the president and the treasurer.  
 
ARTICLE XII: OFFICIAL PUBLICATIONS
NPASD shall have an official publication.

ARTICLE XIII: QUORUM
 A quorum shall consist of not less than 10% of the membership of record.

ARTICLE XIV: PARLIAMENTARY AUTHORITY
 The rules contained in Robert's Rules of Order Revised (current edition) shall govern meetings of NPASD.

ARTICLE XV: AMENDMENTS
 The Bylaws may be amended during the annual meeting. All proposed amendments shall be published and postmarked 30 days prior to the meeting and read at said meeting.

ARTICLE XVI:  DISSOLUTION
 The organization may be disbanded by a majority of the BOD following advance 30 days written notification to the members by mail.  The funds left in the treasurer at that time will be gifted to a nonprofit organization of the majority of the Board of Directors choice to promote advanced practice nursing.

Updated 07/16/2007; 11/8/2008