Bylaws
ARTICLE 1
TITLE PURPOSE AND FUNCTIONS
SECTION 1
TITLE
The name shall be HAITIAN AMERICAN NURSES ASSOCIATION of FLORIDA INC. (HANA)
The use of this name and acronyms is strictly limited to approved members use only. Any entity that wishes to use this name and acronyms MUST apply and be approved by the board of directors and members at large.
PURPOSE/ MISSION
The purpose of this association is:
AMENDED TO Change: (June 2021)
The mission of HANA is to create a platform for nurses to identify relevant health issues that plague the community and provide services to alleviate the burden of healthcare disparities.
VISION
HANA's vision is to be recognized nationally and internationally as a world-class nursing organization. HANA believes that every nurse can serve, lead, educate, and empower others towards a healthier life, and be a catalyst for change.
AMENDED TO Change (June 2018):
HANA's vision is to be recognized as a world class nursing organization nationally and internationally.
FUNCTIONS:
· Promote professional growth and development by providing nurses with Continuing Education Unit (CEUs), scholarships and maintaining nursing standards.
· Provide educational program and conferences for nurses.
· Provide healthcare education to reduce healthcare disparities in the communities.
· Engage in the decision making affecting the health and welfare of the underserved communities
· Empower nurses to maintain nursing standards, professionalism and seek higher education.
· Ensure that nurses exercise cultural humility as they provide services to the community.
AMENDED TO: (June 2018)
· Promote professional growth and development by providing nurses with Continuing Education Unit (CEUs), scholarships and maintaining nursing standards.
· Provide educational program and conferences for nurses.
· Provide healthcare education to reduce healthcare disparities in the communities.
· Promote active engagement in the Legislative process and the decision-making affecting the health of the population.
· Empower nurses to maintain nursing standards, professionalism and seek higher education.
· Ensure that nurses exercise cultural humility as they provide services to the community.
Functions Amended to Add (July 2016)
Amended to Change (June 2018)
ARTICLE II GENERAL MEMBERSHIP
SECTION 1
QUALIFICATIONS:
1. Members of this corporation shall be licensed registered nurses, practical nurses, and student nurses, whose applications have been approved by the credential committee pursuant to these bylaws.
2. Special members may be admitted as counselors upon approval by the board of directors.
AMENDED TO: (June 2018)
Members of this corporation shall be licensed nurses and student nurses.
All Chapter members will become a member of the Haitian Alliance Nurses Association-International. All HANA chapters will be required to pay an annual fee to the HANA-I
Section 2
Membership Dues:
AMMENED TO (June 2018)
· Non-licensed student nurses $50.00 as membership dues.
· Disabled, but committed HANA members should have waived fees.
· Retired nurses $75.00
· Lifetime member’s fees are waived to $0.00
· Dues are payable January 1 and are delinquent after April 1.
AMMENDED TO (June 2022)
1. All Licensed Nurses must pay their annual membership Dues of $125.
· Non-licensed student nurses $50.00 as membership dues.
· Disabled, but committed HANA members should have waived fees.
· Retired nurses $75.00
· Lifetime member’s fees are waived to $0.00
· Dues are payable ANUALLY
2. Membership due every 12 months from the date of the last payment.
3. Members log in to membership account to renew their membership
4. Automated email reminder sent 30 days before renewal due and 7 days before renewal due.
5. Another email is sent on the renewal date.
6. 7 days past the renewal due date another email is sent notifying the member that the account has lapsed.
7. Options to submit payment is included in the email.
Section 3
Members Duties and Responsibilities:
A. The timely payment of dues
B. Attendance at general and special meetings
C. Members of committees and engage in the advancement of the association
D. Participate in the affairs of the association
ARTICLE III MEETINGS
Section 1:
General Membership Meeting
Amended to Change: (July 2014)
Section 2:
Convention
A Convention shall be held on an annual basis. HANA of Florida will participate in an annual convention hosted by HANA-I
Section 3:
General Meeting
The order of the general meeting shall be:
Section 4:
Quorum
Four members of the Board of Directors and 25% of the general membership shall constitute a quorum of any regular meeting.
Section 5:
Resignation or Removal
Any member of this Corporation may resign by submitting his/her resignation in writing to the remaining members and he/she 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.
Number and Qualifications of Directors
Amended to change:
The Board of Directors shall consist of seven voting members to be elected every 2 years at the meeting of the general membership by the vote of most of these members.
The Board shall elect their own members from time to time by amendment of these bylaws.
All active Past Presidents are advisors and board members of the association
Section 2
Meeting of Directors
The Board of Directors shall hold its regular and its special meetings at such times and places, within the state, as they deem to be in the best interest of the Corporation at least twice a year. The Board of Directors or the President shall call a special meeting or meetings whenever requested in writing to do so by a majority of the members.
Section 3
Notice of Meetings of Board of Directors
After the Board of Directors has determined the time and place for regular meetings no notice thereof need to be given. Notice of special meeting shall be sent to each director at least two days before the meeting unless in case of an emergency the President shall send a shorter notice via e-mail and/or by phone. 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
Power of Directors
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
Endowment
The Board shall have power to segregate a percentage of the membership dues to establish an endowment fund. The proceeds of that fund are to be used for the association purposes. **should be placed under miscellaneous section**
HANA should actively seek and maintain an endowment fund.
Section 6
Vacancies
When for any reason the office of a director shall become vacant, the remaining directors shall by a majority of votes elect a successor who shall hold office until his successor is elected and has qualified. Vacancies resulting from an increase in the number of directors may be filled in the same manner.
Section 7
Quorum of Directors
Most of the members of the Board of the 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 to authorize action by the Board of Directors.
Section 8
Resignation or Removal
Any director may resign at any time by giving written notice to the Board of Directors, to the President or the Secretary. Any such resignation takes the effect at the time specified therein, or if the time is not 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. Two-thirds of the general membership present at a duty-convened meeting may remove a director.
Section 9
Transition of the Executive Board Members: New (June 2021)
Any two elected officers of the board of directors have full authority to do the transition of power, including name changes in the bank and other pertinent activities that require two members to facilitate a smooth and timely transition. For changing of signatures in the bank, the president and the treasurer are first in line. In the absence of the treasurer, the president should go to the next officer who in this case will be the First Vice President. In the absence of the president, the first vice-president and the treasurer should assume the responsibility of changing of the signatures.
ARTICLE V OFFICERS
Section1.
Election and Qualification
The officers of this Corporation shall be of Haitian descent and consist of a President, a Vice-President, second Vice-President, a Treasurer and a Secretary, an Assistant Treasurer and an Assistant Secretary. All active past Presidents are considered officers of this corporation. 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.
AMMENDED TO: (June 2018)
The officers of this Corporation shall be of Haitian descent and consist of a President, a First Vice-President, a second Vice-president, a Treasurer, a Secretary, an Assistant Treasurer and an Assistant Secretary. All past Presidents who are active are considered officers of this corporation. The Board of Directors shall have authority to fill any vacancy in any office. All officers shall hold office until their successors are elected and have been qualified.
Section 2
President
The President shall be the chief executive officer of the Corporation, 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 personnel is specially authorized by the vote of the Board of Directors, shall sign all written agreement of the Corporation. He/She shall perform all duties commonly incident for his/her office and shall perform such other duties, as the Board of Directors shall designate.
AMMENDED TO (June 2018)
The President of the association shall hold a minimum of a Bachelor of Science in Nursing (BSN). 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 the vote of the Board of Directors, shall sign all written agreement of the Corporation. He / She shall perform all duties commonly known for his/her office and shall perform other duties as the Board of Directors shall designate.
Section 3
Vice-President
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/she shall perform such other duties and have such other powers, as the Board of Directors shall
designate.
Section 4
Treasurer
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/her office. He/she shall keep accurate accounts of the Corporation transactions which shall be the property of the Corporation.
Amended to add: (July 2018)
Assistant Treasurer
The Assistant treasurer shall perform all assign duties and have the powers of the treasurer during the absence, sickness, or other disability of the treasurer. In addition, he/she shall perform such other duties and have such other powers as the Board of Directors shall designate.
Section 5
Secretary
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 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 foresaid duties.
Amended to add (July 2018)
Assistant Secretary
The assistant secretary shall assist the secretary in her day-to-day activities, share the tasks and provide support to facilitate clear, concise and timely communication to the presidents and members’ duties and have the powers of the secretary during the absence, sickness, or other disability of the secretary. In addition, he/she shall perform such other duties and have such other powers, as the Board of Directors shall designate
Section 6
Resignation and Removal
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 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 his/her successor. 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.
Section 7
(new) Advisory Board
The advisory board members of HANA shall consist of all active past presidents and community leaders who share HANA’s vision and mission. The community leaders of the advisory board shall be appointed for a period of two years.
The Advisory Board has no responsibilities for the day-to-day operations of HANA and does not have any legal obligations or liabilities that attached to them
Advisory Board Roles & Responsibilities include:
SEAL
Section 1
Description of Seal
The Corporation 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 hereof.
ARTICLE VII AMENDMENTS
Section 1
Method of Amendment or Change
These Bylaws may be amended or repealed, and additional Bylaws added or adopted by a majority vote of 2/3 (two-third) of the 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 members by a vote of the majority of the members.
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