Article 1 – Purpose & Function
Section 1. – Title
The name shall be HAITIAN AMERICAN NURSES ASSOCIATION, INC.
Amended to change association name to: “The name shall be the HAITIAN AMERICAN NURSES ASSOCIATION OF FLORIDA, INC.”
Section 2. – Purpose
The purpose of this Corporation is to provide nurses the opportunity to unite as a group, to share and promote ideas and interest to the group and to become effectively involved with the issues and services relevant to the health and welfare of the community.
Section 3. – Functions
- Encourage continued education.
- Sponsor education projects and conference relevant to the health problem in the community.
- Actively participate in decisions affecting the health care of impoverished people.
- To assist the nurses in maintaining their standards and effectiveness through group activities.
Amended to add:
- To assist foreign trained nurses to obtain licensure in the State of Florida.
Article 2 – General Members
Section 1. – Qualifications
- 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.
- Special members may be admitted as counselors upon approval by the Board of Directors.
Section 2. – Dues
- Dues for the Corporation shall be….
- The dues shall be waived for student members and other special members upon ratification by the Board of Directors.
- Dues are payable January 1 and are delinquent after April 1.
- 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. – Duties and responsibilities
- The timely payment of dues.
- Attendance at general and special meetings.
- Be members of committees and actively participate in the affairs of the Corporation.
Article 3 – Meetings
Section 1. – General membership meeting
- 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.
- Special and emergency meetings may be held at the discretion of the Board whenever necessary
Amemded to change:
- 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. – Covention
- A convention shall be held on an annual basis.
Section 3. – General meeting
The order of business of the annual meeting shall be:
- Call to order
- Determine quorum
- Reading of the minutes
- Report of treasurer
- Report of the Board of Directors
- Report of standing committee
- Report of the special committees
- Old Business
- New Business
Section 4. – Quorum
Two 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 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 4 – Board of Directors
Section 1. – Number and Qualifications of Directors
- 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.
- The Board shall elect their own members from time to time, by amendment of these Bylaws.
- 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:
1. 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.
2. The Board shall elect their own members from time to time (by amendment of these Bylaws.
Section 2. – Meeting of Directors
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 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 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. – 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 proceed of that fund to be used for association purposes.
Section 6. – Vacancies
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. – Quorum of Directors
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. – Resignation or Removal
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 elected for 1 year and four shall be elected for 2 years. Two-thirds of the general membership present at a duly convened meeting may remove a director.
Article 5 – Officers
Section 1. – Election and Qualification
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. – President
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. – 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 shall perform such other duties and have such other powers as the Board of Directors shall designate.
Section 4. – 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 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. – 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 office. He shall keep accurate accounts of the Corporation transactions which shall be the property of the Corporation.
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 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 6 – Seal
Section 1. – Description of seal
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.
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 7 – 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 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.