All rights reserved 2002-2003
BYLAWS OF THE HAITIAN AMERICAN NURSES ASSOCIATION, INC.
ARTICLE I
TITLE PURPOSE AND FUNCTIONS
Section 1.
Section 2.
Section 3.
a. Encourage continued education.
b. Sponsor education projects and conference relevant to the health problem in the community.
c. Actively participate in decisions affecting the health care of impoverished people.
d. To assist the nurses in maintaining their standards and effectiveness through
group activities.
Amended to add:
e. To assist foreign trained nurses to obtain licensure in the State of Florida.
ARTICLE II
GENERAL MEMBERSHIP
Section 1.
a. Members of this Corporation shall be licensed nurses, practical nurses and student nurses whose applications have been received and approved by the credential committee pursuant to these Bylaws.
b. Special members may be admitted as counselors upon approval by the Board of Directors.
Section 2.
a. Dues for the Corporation shall be ....
b. The dues shall be waived for student members and other special members upon ratification by the Board of Directors.
c. Dues are payable January 1 and are delinquent after april 1.
d. 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.
Section 3.
a. The timely payment of dues.
b. Attendance at general and special meetings.
c. Be members of committees and actively participate in the affairs of the
Corporation.
ARTICLE III
MEETINGS
Section 1.
a. There shall be one (1) general membership meeting to elect the Board of Directors, to be held in the month of January of every year.
b. Special and emergency meetings may be held at the discretion of the Board whenever necessary
Amemded to change:
a. There shall be one (1) general membership meeting to elect the Board of Directors, to be held in the month of February of every 2 years.
Section 2.
A convention shall be held on an annual basis.
Section 3.
The order of business of the annual meeting shall be:
a. Call to order
b. Determine quorum
c. Reading of the minutes
d. Correspondence
e. Report of treasurer
f. Report of the Board of Directors
g. Report of standing committee
h. Report of the special committees
i. Old Business
j. New Business
k. Adjournment
Section 4.
Two members of the Board of Directors and 25% of the general membership shall constitute a quorum of any regular meeting.
Section 5.
Any member of this Corporation may resign by submitting his resignation in
writing to the remaining members and he 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.
ARTICLE IV
BOARD OF DIRECTORS
Section 1.
a. The Board of Directors shall consist of seven voting members to be elected annualy at the meeting of the general membership by the vote of a majority of these members.
b. The Board shall elect their own members from time to time, by amendment of these Bylaws.
c. The Board shall elect members at large not to exceed six with no voting power. Those members at large shall be as follows: two from the Business community, two representative of the elected officials, two from the community at large. a director shall hold office until his successor is elected and has been qualified. Amemded to change:
a. The Board of Directors shall consist of seven voting members to be elected every 2 years annually at the meeting of the general membership by the vote of a majority of these members.
b. The Board shall elect their own members from time to time (by amendement of these Bylaws.
Section 2.
The 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 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 writting to do so by a majority of the members.
Section 3.
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 by mailing the same special
delivery to his residence or business address at least two days before the meeting,
or by delivering the same to him personally or telegraphing the same to him the
day on which the meeting is to be held, unless in case of emergency the President
shall prescribe a shorter notice to be given personally, by telephone or by
telegram. 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.
Section 4.
The Board of Directors shall be vested with the management 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 Florida, with the Articles of Incorporation, or
with these Bylaws.
Section 5.
The Board shall have power to segregate a percentage of the membership dues to
establish an endowment fund. The proceed of that fund to be used for association
purposes.
Section 6.
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 qualified. Vacancies resulting from an increase
in the nuber of directors may be filled in the same manner.
Section 7.
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.
Section 8.
Any director may resign at any time by giving written notice to the Board of
Directors, the President or the Secretary. Any such resignation take 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. Three
of the seven directors shall be lected for 1 year and four shall be elected for
2 years. Two-thirds of the general membership present at a duly covened meeting
may remove a director.
ARTICLE V
OFFICERS
Section 1.
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 Board of Directors immediately after the annual meeting
of the members. One of the directors shall be elected of the Corporation but none
of the other officers need be directors. The same person may hold more than one
office, except those of President and Secretary or Assistant Secretary. The Board
of Directors shall have authority to fill any vacancy in any office. The 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 qualified.
Section 2.
The President shall be the chief executive officer of the Corporation and shall
preside at all 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. He shall perform all duties commonly incident to his office
and shall perform perform such other duties as the Board of Directors shall
designate.
Section 3.
The Vice President shall perform the duties and have the powers of the President
during the absence, sickness, or other disability of the President. In addition,
he shall perform such other duties and have such other powers as the Board of
Directors shall designate.
Section 4.
The Secretary shall keep accurate minutes of all meetings of the members of the Board of Directors and shall perform all the duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors shall designate. The Secretary shall have charge of the Corporate Seal and shall attest all written instruments of the Corporation executed by the President and affix the Corporation seal thereto. In the absence of the Secretary, the assistant Secretary shall perform the aforesaid duties.
Section 5.
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
and shall have an exercise under the supervision of the Board of Directors all
the powers and duties commonly incident to his office. He shall keep accurate
accounts of the Corporation transactions which shall be the property of the
Corporation.
Section 6.
Any officer of the Corporation may resign at any time given written notice of the
Board of Directors, the President or the Secretary of the Corporation. 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,
remove from office any officer elected or appointed by the Board of Directors and
elect or appoint his successor. The Board of Directors by vote or not less than
a majority of the entire Board may remove from office any officer or agent elected
or appointed by it.
ARTICLE VI
SEAL
Section 1.
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, and on the inside of the inner circle shall be
the words "FLORIDA" and the figures "1984*, an impression of such seal appearing
on the margin hereof.
Amended to:
The Corporate Seal of the Corporation shall bear the words "HAITIAN AMERICAN
NURSES ASSOCIATION OF FLORIDA, INC." which shall be between two concentric circles,
and on the inside of the inner circle shall be the words "FLORIDA", "CORPORATION
NOT FOR PROFIT" and the figures "1984", an impression of such seal appearing on the
margin thereof.
ARTICLE VII
AMENDMENTS
Section 1.
These Bylaws may be amended or repealed and additional Nylaws added or 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 members
by a vote of the majority of the members.
BYLAWS of Haitian American Nurses Association of Florida Inc., consisting of 11 pages, posted on the Internet on January 6th, 2003. Provided by Marie Liliane French R.N. President of HANA 2002-2003