Bylaws of the
Hospice and Palliative Nurses Association
Revision adopted, February 2016
The name of this not-for-profit organization shall be the Hospice and Palliative Nurses Association, hereinafter referred to as HPNA.
HPNA Mission Statement: To advance expert care in serious illness.
Section 1. Classifications.
There shall be five (5) classifications of membership: Registered Nurse, Nursing Student, Licensed Practical/Vocational Nurse, Nursing Assistant and Associate.
Section 2. Qualifications and Privileges.
A. Registered Nurse Members: Shall be registered nurses engaged or interested in hospice or palliative nursing, and shall be eligible to vote, hold elected office, and serve on the Governance Committee.
B. Nursing Student Members: Shall be full-time non-licensed students in accredited nursing education programs, and shall be eligible to vote, and excluded from holding elected office or serving on the Governance Committee.
C. Licensed Practical/Vocational Nurse Members: Shall be licensed practical/vocational nurses engaged or interested in hospice and palliative care, and shall be eligible to vote, and excluded from holding elected office and serving on the Governance Committee.
D. Nursing Assistant Members: Shall be nursing assistants engaged or interested in hospice and palliative care, and shall be eligible to vote, and excluded from holding elected office and serving on the Governance Committee.
E. Associate Members: Shall be all other individuals who are engaged in or interested in hospice or palliative care, and shall be excluded from voting, holding elected office, and serving on the Governance Committee.
Section 3. Dues and Assessments.
A. Members of all classifications shall pay membership dues which shall be determined by the Board. Increases shall be limited to one (1) increase per year.
B. Special assessments for members of all classifications may be recommended and approved by the Board.
Section 4. Termination and Reinstatement.
A. If the dues or special assessments of any member are not received thirty (30) days after the membership expiration date or the assessment due date, that membership automatically shall terminate on the thirtieth (30th) overdue day.
B. If a member does not abide by the HPNA bylaws, the Board may terminate this membership by a simple majority vote of the entire Board. Individuals/member will be notified by (a) a written notice by mail to any member whose membership is terminated 15 days or more prior to such termination; and (b) a hearing as to the same to be held 5 (five) days or more prior to such termination. No such action shall be taken until the member is advised of specific charges, given a reasonable time to prepare a response, and afforded a full hearing before the Board.
C. The Board may provide for reinstatement of any member.
Section 1. Annual Meeting.
An annual meeting of the membership shall be held at a time and place determined by the Board.
Section 2. Special Meetings.
Special meetings of the membership may be called at any time by a majority of the Board, or upon written request of not less than five percent (5%) of the voting members.
Section 3. Notice.
Prior notice of the annual meeting is provided to all members through print and/or electronic methods.
Section 4. Quorum.
No business is conducted at the annual membership meeting. As such, any business requiring a vote is done outside of the annual membership meeting and members are notified as in Article IV Section 3.
Board of Directors
Section 1. Composition.
The Board of Directors shall consist of a minimum of seven (7) voting directors with the minimum of three (3) elected by the membership.
Section 2. Eligibility.
The Board may appoint one non-member to serve on the Board for a 3-year term based upon the competencies needed for effective and efficient Board functioning. The appointed non-member is eligible for re-appointment for a second 3-year term. Otherwise, all directors must be voting members of the association. An appointed non-HPNA member of the Board will be eligible to serve as Secretary-Treasurer. The CEO will serve as an ex-officio, non-voting member of the Board.
Section 3. Election.
Directors, except for Board appointed Board members, shall be elected by the voting members of the association (see Article V, Section 1). The HPNF Board member candidates must be approved by their supporting organizations.
Section 4. Term.
The Directors term of office shall begin January 1 of the year following election. Directors shall serve a three (3) year term. No director may serve more than two (2) terms.
Section 5. Duties.
The Board shall manage the business and affairs of HPNA.
Section 6. Meetings.
Meetings shall be held at such time and place as the Board may determine.
Section 7. Notice of Meetings.
Notification of any meeting of the Board shall be given to each director at least seven (7) days prior to the meeting by electronic or telephonic notification. The Board members may waive this notice requirement by written notification or by presence of the Board member. An exception to this 7 day notice is in the case of urgent or critical issues that require immediate Board action. The meeting will be scheduled as soon as possible.
Section 8. Quorum.
A majority of the members of the Board shall constitute a quorum for the transaction of business.
Section 9. Action Without a Meeting.
Any action may be taken by the Board, provided the action is voted on by all members of the Board. Such action shall be filed with the Secretary. If an electronic vote is recommended, the issue/s would be brought forth to the Board for approval by an electronic vote. If all members agree to proceed with an electronic vote, then the electronic vote will occur. If not all members agree to an electronic vote, a special meeting will be scheduled. (See Board Manual for processes regarding electronic voting.)
Section 10. Resignation.
A director may resign at anytime by giving written notice of his/her resignation to the President. A resignation shall take effect at the time specified in the written notice.
Section 11. Removal.
A director may be removed from office, with or without cause, at any time by majority vote of all the members of the Board. The director being removed shall receive written notice of his/her removal 30 days prior to the effective date. A Board member may be removed for cause by a majority vote of the Board. The removal may be immediate, per a decision by the Board.
Section 12. Declared Vacancy.
The office of any director who fails to attend two (2) successive regular meetings of the Board may be declared vacant by a majority vote of the Board.
Section 13. Vacancies.
The Board may fill vacancies by appointment for the office of director for the remainder of the term.
Section 1. Composition.
Officers shall be President, President-Elect, Secretary-Treasurer and Past President as ex-officio.
Section 2. Eligibility.
Officers shall be selected from the directors on the Board and shall have served at least one (1) year. The President shall have served at least two (2) years on the Board. An individual may not hold more than one (1) office at the same time.
Section 3. Election.
Officers shall be elected by the Board.
Section 4. Term.
The term of each office shall be for one (1) year.
Section 5. Duties.
The officers shall perform those duties prescribed or authorized by the Articles of Incorporation, these bylaws, the Board, and the duties specified in the Board manual.
A. President: The President shall preside at all meetings of the Board and the Executive Committee or appoint designee in his/her absence. The President shall have general and active management of the business of the Board and shall see that all orders and resolutions of the Board are carried into effect. The President shall execute contracts and other instruments requiring the signature of the Board. The President shall give, or cause to be given, notice of all meetings of the Board.
B. President-Elect: The President-Elect shall, in the absence of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board may prescribe.
C. Secretary-Treasurer: The Secretary-Treasurer will ensure proper business is recorded and will provide oversight to review and ensure proper maintaining and reporting related to funds and financial reports per policies.
D. Past-President: Past-President shall chair the Governance Committee and perform other duties as the Board or President may prescribe. Past-President will be a voting member, if still within an official Board term. If the Past-President is outside of the official Board term, he/she will serve as an ex-officio, non-voting member of the Board.
Section 6. Vacancies.
A. In the event a vacancy occurs in the office of President, the President-Elect shall succeed to the office of President for the remainder of the term, and the office of President-Elect shall remain vacant.
B. Should a vacancy occur in the office of both President and President-Elect, the Board shall appoint a President pro tem for the remainder of the term.
C. The Board may fill vacancies for all other offices by appointment for the remainder of the term.
Section 7. Removal of Officer.
An officer may be removed from office, with or without cause, at any time by a majority vote of all the members of the Board. An officer being removed without cause, shall receive written notice of his/her removal 30 days prior to the effective date. An officer may be removed for cause by a majority vote of the Board. This removal may be immediate, per a decision by the Board.
Section 1. Appointment, Terms, and Duties.
Unless specified otherwise in these bylaws, committees and their chairpersons shall be appointed by the Board. The composition, terms, powers, and duties of all committees shall be determined by the Board. The President or designee will be a non-voting member of all Board Committees.
Section 2. Committees.
Board Committees as determined by the Board will function on a year round basis.
Section 3. Ad Hoc Task Forces.
Ad hoc task forces shall be appointed by the Board President or a Committee Chairperson for specific purposes and shall be disbanded when the assigned tasks have been accomplished.
Section 4. Executive Committee.
The Executive Committee shall consist of President, President-Elect, Secretary-Treasurer, Chairpersons of Board Committees (with the exception of the Governance Committee Chair), and the Chief Executive Officer of HPNA. The Past-President may participate in Executive Committee meetings as a non-voting member, upon the request of the President. The duty of the Executive Committee shall be to conduct any necessary business between regular meetings of the Board. Minutes of all Executive Committee meetings will be presented at the next meeting of the Board. A quorum of the Executive Committee shall be three (3) members.
Directors and officers of HPNA shall be indemnified as of right to the fullest extent now or hereafter permitted by law in connection with any actual or threatened civil, criminal, administrative, or investigative action, suit, or proceedings (whether brought by or in the name of HPNA or otherwise) arising out of their service to HPNA or to another organization at HPNA request. Persons who are not directors or officers of HPNA may be similarly indemnified in respect of such service to the extent authorized at any time by the Board. HPNA may maintain insurance to protect itself and any such director, officer, or other person against any liability, cost, or expense incurred in connection with any such action, suit, or proceedings.
The rules contained in the American Bar Association (ABA) Modern Rules of Order shall govern HPNA .
Section 1. Proposal.
Proposed amendments to these bylaws may be presented by the Board or by written petition signed by ten (10) voting members in accord with procedures adopted by the Board. Members will be notified of proposed bylaws changes at least thirty (30) days prior to the vote.
Section 2. Voting.
Proposed amendments to the bylaws are voted on by the membership.
Section 3. Effective Date.
Amendments which have been approved by a majority of the members voting shall become effective immediately unless otherwise specified in the amendment.
Section 4. Review.
These bylaws shall be reviewed and amended if necessary at least every two years.