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

INDEX
ARTICLE I: NAME OF CORPORATION
ARTICLE II: MISSION, VISION, AND VALUES
ARTICLE III: PURPOSE AND OBJECTIVES
ARTICLE IV: MEMBERSHIP
ARTICLE V: BOARD OF DIRECTORS
ARTICLE VI: OFFICERS
ARTICLE VII: DUTIES OF OFFICERS
ARTICLE VIII: MEETINGS
ARTICLE IX: STANDING COMMITTEES
ARTICLE X: COMMITTEE MEETINGS
ARTICLE XI: QUORUM
ARTICLE XII: AMENDMENTS
ARTICLE XIII: PROXY
ARTICLE XIV: NONPROFIT STATUS
ARTICLE XV: MEMBERSHIP DUES
ARTICLE XVI: FISCAL YEAR
ARTICLE XVII: SEAL OF THE CORPORATION
ARTICLE XVIII: POWERS
ARTICLE XIX: RULES OF ORDER
ARTICLE XX: DISTRIBUTION OF ASSETS UPON DISSOLUTION

ARTICLE I: NAME OF CORPORATION

The name of this Florida not-for-profit corporation is the FLORIDA ASSOCIATION OF PUBLIC HEALTH NURSES, INC.

ARTICLE II: MISSION, VISION, AND VALUES

Mission: The Florida Association of Public Health Nurses provides leadership for the nursing profession and promotes quality health care for consumers through education, advocacy, and influencing public health nursing practices in the State of Florida.

Vision: The Florida Association of Public Health Nurses will start a nation-wide movement top create a national Public Health Nursing Group.

Values:

• Excellence in Public Health Nursing practice
• Leadership
• Mentorship/Preceptorship
• Advocacy/positions on issues
• Advance Public Health Nursing through Evidence-Based research
  

ARTICLE III: 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 professional and networking opportunities to establish a central point of reference and action for the membership.
8. To encourage reciprocal cooperation of various branches and departments of government, private/public sectors, educational institutions 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 IV: MEMBERSHIP

The membership shall be Florida registered nurses committed to the advancement to Public Health Nursing and or the promotion of Public Health Services. Membership classes are established to accommodate currently practicing (Active), retired registered nurses, and nursing students. Only Active and Retired registered nurses may hold office or vote for officers or Bylaws changes.

ARTICLE V: BOARD OF DIRECTORS

1. Management of the business and the property of the Association shall be by a Board of Directors who shall, unless otherwise provided in the Articles of Incorporation or these By-Laws, exercise all of the powers of the Association. No Board Member will have any right, title, or interest in or to any property of the Association, nor shall any member receive any compensation other than reasonable expenses.
2. 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.
• Perform other duties as may be necessary to enhance the Association.

3. Number. The minimum number of directors shall be thirteen (13). Six (6) directors will be Members at Large. Seven (7) directors will be Officers of the Association as provided under Article VI.
   
4. Qualifications. All candidates for the Board of Directors (1) must be Active Members in good standing with the Association, (2) must understand the duties of the office that he/she has been nominated for, and (3) must have submitted to the Nominating Committee his/her written consent to serve on the Board of Directors. A candidate is considered to be in good standing if his/her membership dues are current.

ARTICLE VI: OFFICERS

1. Officers. The officers of the Association shall be members of the Board of Directors. The Officers by whom the affairs of this Association shall be managed are: President, President-Elect, Past-President, First Vice-President, Second Vice-President, Secretary, and Treasurer. Their duties are as follows:
1. 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; preside at and conduct all meetings of the Executive Board, Board of Directors, and regular and special meetings of the membership of the Association.
2. 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.
3. Past President. The Past President shall serve on the Awards Committee and the Nominating 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; be responsible for all corporate filing with the appropriate federal and state agencies.
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; ensure that all disbursements by the Association 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; and be an ex-officio member of the Auditing Committee and provide said committee with regular financial reports of the Association.
2. 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. Executive Board shall also ensure that an external audit of the Association is taken annually.

ARTICLE VII: DUTIES OF OFFICERS

1. Board Elections. Election results will be announced as the first item of business at the annual meeting of the corporation.
2. Term. The term of Office of President, President-Elect, Past-President, First Vice-President, and Second Vice-President shall be one (1) year. All other officers and directors shall serve two (2) year terms, with at least three (3) Directors at Large rotating from office every two years. The President, President-Elect, First Vice-President and Second Vice-President shall not succeed themselves in the same office unless otherwise provided for under these bylaws. No person shall hold more than one (1) office on the Board of Directors at any one time.
3. Manner of Selection of Officers.
   1. President and President-Elect. Prior to becoming President of the Association, the President shall have been elected President-Elect by the voting members and have served as the President-Elect while the immediately preceding President was in office. Upon expiration of the President’s term of office, the President-Elect shall be appointed President of the Association.
   2. The Past President shall not be elected, but will automatically serve a one-year term on the Board of Directors immediately after serving in the office of President.
   3. All officers and Board Members other than the President and Past-President 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 six (6) Board Members at Large.
   4. 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 directors and bylaw changes.
4. Induction of Officers. Officers of the Association shall be inducted into office at the close of the Annual Business Meeting.
5. Removal of Officers. The Board of Directors may remove any officer by a three-fourths majority vote of the entire Board of Directors. A Board member may be removed for excess absences from the Board if he/she has three unexcused absences from Board meetings (face-to-face and/or conference calls) in a year. A Board member may also be removed for other reasons, including, but not limited to, criminal activity or other misfeasance, by a three-fourths vote of the remaining directors.
6. Vacancies. In the event of a vacancy in the office of President, the President-Elect 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. Any other vacancy in the Board of Directors may be filled by the affirmative vote of not less than a majority of the then remaining Board of Directors. Upon a majority vote of the Board of Directors, any officer who serves out the remainder of a term for any officer may succeed himself or herself in that same office for an additional term.

ARTICLE VIII: 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. Whenever possible, the Annual Educational and Business Meeting shall take place the day before the annual conference of the Association.
2. Notice of Annual Educational and Business Meeting. Notice of the Annual Educational and Business Meeting shall be required. Notice of the time, place, and purpose of the meeting shall be delivered or sent via email at least thirty (30) days prior to such meeting.
3. The Board of Directors shall hold regular meetings. The Board of Directors may provide for the holding of additional regular meetings and any special meetings, and shall provide proper notice of all such meetings to each Director at least five (5) days prior to such meeting. Any required notice of meeting may be waived before or after such meeting. With the consent of all of the Board of Directors, meeting may be held without notice. In lieu of a meeting, the Directors may also act by unanimous written consent.
4. The Board of Directors may permit any or all directors and/or members 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 director or member participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE IX: STANDING COMMITTEES

1. 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 recognition shall be presented to the recipients at the Annual Business Meeting of the Association.
2. 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 (30) days after such dues are due and payable, as provided in these By-laws or as may be provided by the Board of Directors.
3. 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 meet all the qualifications of the office as defined in Article V, Paragraph 4. The Nominating Committee shall prepare, certify, and forward the ballot to the Executive Board no less than thirty (30) days prior to the date set for the mailing of the ballot to the membership.
4. Education Committee. The Education Committee shall consist of no less than six (6) members. The First 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.
5. 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.
6. Communications Committee. The Communications Committee shall consist of three (3) members as shall be established by the Executive Board. 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 be in charge of maintaining and updating the newsletter, brochure, and website of the Association (http://www.faphn.org).

ARTICLE X: COMMITTEE MEETINGS

1. Voting. At all meetings of the Standing Committees, each member shall be entitled 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.
2. 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 XI: QUORUM

1. Board of Directors. A quorum of the Board shall be one-third of the members of the Board of Directors. No Board decisions may be made without a quorum; however, members of the Board may discuss business from time to time without a quorum. Any business discussed by members of the Board of Directors without a quorum shall be reported to the Board of Directors at the next meeting.
2. At any meeting of the Standing Committee, one-third of the members shall constitute a quorum for the transaction of any business. 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.
   

ARTICLE XII: AMENDMENTS

1. The membership of this Association may amend the Articles of Incorporation and the Bylaws for the conduct of its business and the carrying out of its purposes as it may deem necessary from time to time. The Bylaws shall be reviewed at least every two (2) years to determine whether amendments are necessary.
2. All amendments to the Articles of Incorporation and the Bylaws shall be submitted by the Executive Board or the Bylaws Committee or by the written petition of no less than ten (10) voting members of the Association. Upon an affirmative vote of a majority of the Board of Directors, the proposed amendment(s) shall be submitted to the voting members.
3. The Bylaws Committee shall mail a copy of any proposed amendment of the Articles of Incorporation or the Bylaws to each voting member at least sixty (60) days prior to the meeting where the votes will be cast.
4. At any regular or special meeting of the voting members of the Association and upon proper notice as provided in these Bylaws, the Articles of Incorporation and/or the Bylaws may be amended, altered or rescinded by a two-thirds vote of the membership present. 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.
5. Any amendment to the Articles of Incorporation or 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 XIII: PROXY

For the purposes of Article X, Amendments, 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 XIV: NONPROFIT STATUS

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

ARTICLE XV: MEMBERSHIP 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 Treasurer 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 XVI: 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 XVII: 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 XVIII: 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 XIX: 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 XX: DISTRIBUTION OF ASSETS UPON DISSOLUTION

1. This Association may be voluntarily dissolved only at an annual meeting of the active membership of this Association 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 Association a voting member may be present in person or by proxy or by absentee ballot.
2. Any proposal to dissolve this Association must first be approved by no less than a three fourths (3/4) affirmative vote of the entire Board of Directors of this Association, whereupon the Board of directors shall propose the dissolution of this Association to the active voting membership of this Association for ratification and approval.
3. No person, firm or corporation shall ever receive any dividends or profits from the undertaking of this Association 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 Association.