BYLAWS of the FLORIDA ASSOCIATION of PUBLIC HEALTH NURSES, INC. (Prior to July 25, 2005)
A Corporation not for Profit

INDEX
ARTICLE I: NAME OF CORPORATION
ARTICLE II: PURPOSE AND OBJECTIVES
ARTICLE III: MEMBERSHIP
ARTICLE IV: OFFICERS OF THE ASSOCIATION
ARTICLE V: BOARD OF DIRECTORS
ARTICLE VI: DUTIES OF OFFICERS
ARTICLE VII: MEETINGS
ARTICLE VIII: STANDING COMMITTEES
ARTICLE IX: BYLAWS
ARTICLE X: AMENDMENTS
ARTICLE XI: PROXY
ARTICLE XII: NON PROFIT STATUS
ARTICLE XIII: DUES
ARTICLE XIV: FISCAL YEAR
ARTICLE XV: SEAL OF THE CORPORATION
ARTICLE XVI: POWERS
ARTICLE XVII: RULES OF ORDER
ARTICLE XVIII: DISTRIBUTION OF ASSETS UPON DISSOLUTION

ARTICLE I: NAME OF CORPORATION

The name of this corporation is the FLORIDA ASSOCIATION OF PUBLIC HEALTH NURSES, INC.

ARTICLE II: PURPOSE AND OBJECTIVES

The purpose and objectives for which this Corporation is formed shall be:

1. To promote a high standard of public health nursing practice.
2. To promote the image, welfare, professional and economic status of nurses engaged in the practice of public health nursing.
3. To bring about harmonious and cooperative effort of the membership toward a better understanding and more efficient rendering of their duties and responsibilities.
4. To encourage and provide for the conduct of courses of instruction and training for the purpose of increasing the value of the membership in public health work.
5. To provide a forum for nurses retired from public health nursing to continue in their contribution to the advancement of the practice.
6. To recognize nurses who have made an outstanding contribution to the practice of public health nursing.
7. To cultivate social interaction and establish a central point of reference and action for the membership.
8. To encourage reciprocal cooperation of various branches and departments of government and similar associations in activities directed toward the improvement of public health.
9. To cultivate and promote the field of public health nursing among students of nursing.
10. To support the general public health of Florida citizens and visitors through improved public health nursing practice.

ARTICLE III: MEMBERSHIP

The membership shall be Florida registered nurses engaged in the provision and /or promotion of Public Health Services.

ARTICLE IV: OFFICERS OF THE ASSOCIATION

1. Number.
   The Officers by whom the affairs of this Association shall be managed are: President, President-Elect, First Vice-President, Second Vice-President, Secretary, and Treasurer.
2. Manner of Selection.
   The President of the Association shall not be elected.
   The President-Elect shall be appointed President of the Association by the Board of Directors upon expiration of the President's term of office.
   All other officers shall be elected by secret ballot of the eligible voting members at the annual meeting of the Association. The Official election ballot shall be created for the offices of President-Elect, First Vice President, Second Vice President, Secretary, Treasurer, and Board Member at Large, six (6) offices to be filled on a rotational basis every two (2) years. Official election ballots shall be mailed to the voting members at least 30 days prior to the Annual Business meeting. Items to be presented on the ballot will include, but not be limited to election of officers and bylaws changes.
3. Qualifications.
   All candidates for office and all officers of the Association must be Active Members in good standing with the Association.
4. Term.
   The term of Office of President shall be one (1) year or until the President-Elect is duly appointed President by the Board of Directors. The term of the President-Elect, First Vice-President, and Second Vice-President shall be one (1) year or until their respective successors are duly elected and installed in office. The term of Office of the Secretary and Treasurer shall be two (2) years or until their respective successors are duly elected and installed in office. The President, President-Elect, First Vice-President and Second Vice-President shall not succeed themselves in office and no person shall hold more than one (1) office on the Board of Directors at any one time unless otherwise provided for in these By-Laws.
5. Induction of Officers.
   Officers of the Association shall be elected as prescribed by Article IV and shall be inducted into office at the close of the Annual Business Meeting, and shall hold office until their successors have been qualified.
6. Removal of Officers.
   The Board of Directors may remove any officer by a three-fourths (3/4) majority vote of the entire Board of Directors.
7. Vacancies.
   In the event of a vacancy in the office of President, the First Vice-President shall assume the duties of that office. In the event that the President-Elect's office is vacated, the First Vice-President shall accede to the office of President-Elect. In the event of a vacancy in any office or directorship, an active member of the Association in good standing shall be appointed by the Board of Directors to hold such office or act as such director until the next annual meeting, at which time a member shall be elected to serve the remainder of any non-expired term created by such vacancy. Should any member of the Board of Directors be absent with cause from two consecutive meetings, he/she may be suspended by a majority vote of the Board of Directors and the office shall be declared vacant.

ARTICLE V: BOARD OF DIRECTORS

1. The business affairs of this Association shall be managed by the Board of Directors. The Board of Directors shall consist of elected officers, the Immediate Past President who shall automatically become a Director for the ensuing year, and the six (6) other elected Board Members at Large.
2. Members of the Board of Directors shall be members in good standing of the Association.
3. Board Members at Large shall be elected and inducted into office at the Annual Business Meeting and hold office for a two (2) year term with three (3) Directors rotating from office every two years.
4. The Board of Directors shall:
   • Conduct and carry on the affairs and business of the Association.
   • Approve a depository for the funds of the Association.
   • Provide for the maintenance of the various committees and activities of the Association.
   • Devise ways and means of increasing the membership and provide for the financing of the Association.
   • Fix the time and place of the Annual Business Meeting.
   • Perform other duties as may be necessary to enhance the Association.
5. A quorum of the Board shall be a majority of the members of the Board of Directors. No Board business may be carried without a quorum.
6. The Board of Directors may permit any or all directors to participate in a Board meeting, or conduct the meeting through the use of any means of communication by which all Board members participating may simultaneously hear each other during the meeting. A Board member participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE VI: DUTIES OF OFFICERS

1. Executive Board.
   The Officers of the Association shall constitute the Executive Board of the Corporation and shall: (a) create and abolish such committees as deemed necessary by the Board, standing committees may be abolished only as otherwise provided in the Bylaws; (b) adopt such internal rules and procedures as it may deem necessary; (c) adopt and approve such forms as it may deem necessary; and (d) delegate such duties, and responsibilities to the Officers and Committees of the Association as it may deem necessary. The Executive Board shall have the power and authority to create and approve a budget.
2. President.
   The President shall be the Chief Executive of the Association and shall be the Chairperson of the Board of Directors. He/she shall:
   • Preside at the Board of Directors meetings and the Annual Membership Meeting;
   • Serve as ex-officio member of all committees except the Nominating Committee;
   • Appoint all committees and the Chairperson thereof, except as hereinafter provided;
   • Appoint members to fill officers' posts, which are vacated during the term of office.
   • Preside at and conduct all meetings of the Executive Board, Board of Directors, and regular and special meetings of the membership of the Association.
3. President-Elect.
   The President-Elect shall carry out his/her responsibility of preparing for the office of President. He/she shall serve as Chairperson of the Membership Committee.
4. First Vice-President.
   The First Vice President shall assist the President when necessary and all on all matters delegated to this office by the Board of Directors. He/she shall assist in the planning of the Annual Business Meeting/Education Conference.
5. Second Vice-President.
   The Second Vice-President shall be responsible for all education courses offered by the Association. He/she shall serve as Chairperson of the Continuing Education Committee.
6. Secretary.
   The Secretary shall:
   • Record and certify the minutes of the Board of Directors' meetings and the business conducted at the Annual Membership Meeting.
   • Circulate copies of the minutes to the officers within twenty working days of the Board of Directors' meetings;
   • Publish all notices of meetings;
   • Receive Membership applications; and serve on the Membership Committee;
   • Make all materials associated with the office available to the incoming Secretary within two (2) weeks after the Annual Membership Meeting.
7. Treasurer.
   The Treasurer shall:
   • Have charge of all funds of the Association and shall deposit the same in a bank or other financial institution approved by the Board of Directors and members. All disbursements shall be made only by check of the Association, signed by the Treasurer and by either the President or the President-Elect.
   • Keep detailed records of all financial transactions;
   • Balance the account on or before June 30 of each year
   • Be an ex-officio member of the Auditing Committee and provide said committee with regular financial reports of the Association

ARTICLE VII: MEETINGS

1. There shall be an Annual Educational and Business Meeting of the Association to be held at a time and place to be designated by the Executive Board and Board of Directors.
2. Election of Officers and Board of Directors shall take place at the Annual Business Meeting of the Association.
3. The Association may provide in its Bylaws for the holding of additional regular meetings and any special meetings, and shall provide notice of all such meetings.

ARTICLE VIII: STANDING COMMITTEES

1. Auditing Committee.
   The Auditing Committee shall consist of at least four members. Of the members, one (1) shall be the First Vice-President and one (1) shall be the Treasurer who shall be an ex-officio non-voting member. The First Vice-President and the Treasurer shall serve on the Committee for the duration of their perspective terms in office. The remaining members shall serve for a term of two (2) years. The Committee shall: (a) file such financial reports with the Executive Board and the Board of Directors as may be requested by said Boards; (b) audit an annual report of the fiscal status of the Association in conjunction with the Treasurer, for presentation at the Annual Meeting; and (c) have and perform such other powers and duties as may be delegated to the Committee by the Executive Board or Board of Directors.
2. Awards Committee.
   The Awards Committee shall consist of no less than four (4) members as shall be established by the Executive Board. Two members of the Committee shall be Past Presidents of the Association and one member shall be a member of the Board of Directors. The term of each member shall be one (1) year. The Committee shall receive and recommend to the Executive Board the names of those persons who, in the opinion of the Committee, have rendered outstanding service in the field of public health nursing within the State of Florida for special recognition or the presentation of an award by the Association. Any special recognition or award approved by the Executive Board must be approved by Resolution of the Board of Directors. Such awards and special shall be presented to the recipients at the Annual Business Meeting of the Association.
3. Membership Committee.
   The Membership Committee shall consist of the President-Elect and the Secretary. The term of each of the Officers shall be the same as that of his/her office. The Membership Committee shall: (a) recommend to the Executive Board ways of gaining new members and retaining old members; and (b) have and perform such other powers, duties, and responsibilities as may be delegated by the Executive Board. The Membership Committee shall revoke the membership of any member required to pay dues and who shall fail to pay such dues within thirty (3) days after such dues are due and payable, as provided in these By-laws or as may be provided by the Board of Directors.
4. Nominating Committee.
   The Nominating Committee shall consist of the Immediate Past President and additional members as shall be established by the Executive Board. The term of office of each member shall be one (1) year. The Committee shall prepare a ballot from the active membership roll, as certified to this Committee by the Membership Committee, consisting of no less than two (2) nominees for each office to be filled by vote of the voting members of the Association. No name shall be placed into nomination unless such person shall, at the close of the membership year, meet all the qualifications of the office for which he/she has been nominated and has consented, in writing, to this Committee that he/she will serve if elected. The Nominating Committee shall prepare, certify, and forward the ballot to the Executive Board no less than thirty (3) days prior to the date set for the mailing of the ballot to the membership.
5. Continuing Education Committee.
   The Continuing Education Committee shall consist of no less than six (6) members. The Second Vice-President shall serve as the chairperson of the Committee. All members shall serve for a term of one (1) year and may succeed themselves as members of the Committee. The Committee shall review, recommend, promote, and develop continuing educational programs and activities in the field of public health nursing, which promote the purpose and objectives of the Association. The Committee shall also have and perform such other powers and duties as may be designated by the Executive Board.
6. Bylaws Committee.
   The Bylaws Committee shall consist of three (3) members as shall be established by the Executive Board. All members shall serve for a term of two (2) years. The Bylaws Committee shall: (a) assist the Executive Board, the Board of Directors and the general membership with questions regarding the interpretation and application of the Articles of Incorporation, these Bylaws, or the rules and regulations duly adopted by the Executive Board and Board of Directors; (b) assist and advise any member, committee or board in the preparation or editing of a proposed amendment to the Bylaws or Articles of Incorporation prior to presentation of such amendment to the appropriate body.
7. Voting.
   At all meetings of the Standing Committees, each member shall be entitles to one (1) vote unless such member has been designated an ex-officio non-voting member of said Committee by the Bylaws. The act of a majority of the voting members of a Standing Committee present and voting as a meeting at which a quorum is present shall be the act of the Committee.
8. Quorum.
   At any meeting of a Standing Committee a majority of the members shall constitute a quorum for the transaction of any business, but in the event of a quorum not being present, a less number may adjourn the meeting to a future time no more than ten (10) days later. If a quorum shall not be present at any meeting of a Standing Committee, those members present may adjourn the meeting, until a quorum shall be present, or upon a unanimous vote of those voting members present, may conduct such business as would otherwise properly come before the Committee provided than any action(s) taken by such members must be approved, in writing upon the record of such meeting, within ten (10) days, by a majority of all members before such action(s) shall be considered or deemed the act(s) of the Committee.
9. Notice of Meetings.
   Standing Committee meetings may be called by the President or the Chairperson of the Committee upon no less than five (5) days notice to each member. Notice may be given in person, by mail, or by any other methods of communication. At any meeting where a majority of the members of a Standing Committee shall be present, although held with notice, any business may be transacted as if the meeting had been duly called.

ARTICLE IX: BYLAWS

1. The membership of this Association may provide such Bylaws for the conduct of its business and the carrying out of its purposes as it may deem necessary from time to time.
2. Upon proper notice the Bylaws may be amended, altered or rescinded by a two-thirds vote of the membership present at the annual meeting; provided, however, that any amendment must be submitted by the Board of Directors, or by a Bylaws Committee appointed by the President; and provided further, the Bylaws Committee shall have mailed a copy of such proposed amendment of the Bylaws to each member of the Board of Directors at least sixty (60) days prior to such annual meeting.

ARTICLE X: AMENDMENTS

1. These Bylaws may be amended at any regular or special meeting of the voting members of the Association specifically called for such purpose. A majority vote of all votes cast by the voting members of the Association shall be required to amend the Bylaws unless otherwise specifically provided in these Bylaws.
2. All amendments to these Bylaws shall be proposed to the voting members of the Association by the Executive Board upon an affirmative vote of a majority of the Board of Directors unless otherwise specifically provided in these Bylaws. For the purpose of voting on a proposed amendment, voting members of the Association entitled to vote thereon may vote in person or by proxy as otherwise provided in these Bylaws.
3. Amendments to these Bylaws may be proposed to the Board of Directors by the written petition of no less than ten (1) voting members of the Association.
4. Any amendment to these Bylaws, duly and properly approved, shall become effective immediately following the adoption of such amendment unless another effective date is specifically proved in said amendment.

ARTICLE XI: PROXY

For the purposes of Article X, Amendment of Bylaws, the proxy shall consist of a letter signed by the voting member with his/her signature witnessed by two (2) persons. The letter shall clearly identify the person appointed as proxy and the issue to be voted on. The proxy shall be valid only for the issue identified.

ARTICLE XII: NON PROFIT STATUS

No part of the net earnings of the Association shall inure to the benefit of any individual or member.

ARTICLE XIII: DUES

1. The amount of the yearly dues payable by members shall be such amount as may be determined from time to time by the Board of Directors.
2. All dues shall be payable to the Association and shall be sent to and/or collected by the Executive Officer no later than the date as determined by the Board of Directors.
3. The failure to pay any dues shall render the member liable to expulsion by the Membership Committee.

ARTICLE XIV: FISCAL YEAR

The fiscal year of the Association shall begin on October 1 and end on September 30 of the following year; however, the Board of Directors may change the Fiscal Year of the Association by a Resolution of the Board approved by a three-fourths (3/4) majority vote of the entire Board of Directors.

ARTICLE XV: SEAL OF THE CORPORATION

The Corporate Seal shall have the name of the Corporation and the word "Seal" and phrase "Corporation Not For Profit" inscribed thereon, and may be facsimile, engraved, printed or an impression seal.

ARTICLE XVI: POWERS

In order to promote the purposes of this Association it may acquire property by grant, gift, purchase, devise or bequest, and hold and dispose of such property as the Association shall require for the benefit of the members and not for pecuniary profit.

ARTICLE XVII: RULES OF ORDER

Unless specifically provided otherwise in the Articles of Incorporation, these Bylaws, or rules and regulations duly adopted by the Board of Directors, "Robert's Rules of Order" latest edition, shall be followed at all meetings.

ARTICLE XVIII: DISTRIBUTION OF ASSETS UPON DISSOLUTION

1. This Corporation may be voluntarily dissolved only at an annual meeting of the active membership of this Corporation by no less than a three-fourths (3/4) vote of the active voting members of the Association present and voting. For the purpose of voting on a proposal to dissolve this Corporation a voting member may be present in person or by proxy or by absentee ballot.
2. Any proposal to dissolve this Corporation must first be approved by no less than a three fourths (3/4) affirmative vote of the entire Board of Directors of this Corporation, whereupon the Board of directors shall propose the dissolution of this Corporation to the active voting membership of this Corporation for ratification and approval.
3. No person, firm or corporation shall ever receive any dividends or profits from the undertaking of this Corporation and upon dissolution of this organization all of its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to organizations which have qualified for exemption under Section 501 (C) (3) of the Internal Revenue Code, or to the Federal Government, or to a state or local government, for public purpose, and none of the assets will distributed to any member, officer or trustee of this Corporation.