Indiana Organization of Nurse Executives, Inc

1 INDIANA ORGANIZATION OF NURSE EXECUTIVES, INC. 2 BYLAWS 3

4 ARTICLE 1 – NAME/PURPOSES 5 The name of the organization shall be the Indiana Organization of Nurse 6 Executives, Inc. (IONE) hereinafter referred to as the Organization. The Organization 7 exists exclusively for scientific and educational purposes as a not-for-profit association. 8 It shall be conducted so that no part of its income or earnings will inure to the benefit of 9 any member, director, officer or other individual. IONE promotes the professional 10 development of nursing leaders who influence the design and participate in the 11 implementation of health care systems and services. 12

14 ARTICLE II – REGULATION 15 The IONE Board of Directors, hereinafter referred to as the Board is hereby authorized 16 to develop and implement regulations by which certain internal and external activities of 17 IONE shall be governed (“Rules and Regulations”). The Rules and Regulations shall at 18 all times be subordinate to these Bylaws. Whenever possible, the terms of the Rules 19 and Regulations shall be construed as consistent with these Bylaws, but if an 20 irreconcilable conflict exists, the terms of the Bylaws shall prevail, and the conflicting 21 terms of the Rules and Regulations shall be construed as void and without effect. 22

23 ARTICLE III – MEMBERSHIP 24 Section 1 –Membership The organization has six (6) classes of members. 25 A. Full Members 26 Individuals eligible to be members in the Organization shall be registered nurses 27 who: (1) Hold or aspire to hold an organizational role of 28 administration/management who are accountable for strategic, operational and/or 29 performance outcomes in sites where health care is delivered. (2) Hold faculty 30 positions in nursing programs. (3) Are consultants in nursing 31 administration/management practice. (4) Are editors of professional nursing

1 32 journals. (5) Are leaders in regulatory and other nursing and health care 33 organizations. 34 B. Student Members 35 Individuals eligible to be associate members in the Organization shall be 36 registered nurses who are: (1) Students enrolled in a graduate degree program. 37 C. Retired Member 38 A retired member will be a full IONE member who is retired from the profession 39 and has maintained IONE membership for a period of five consecutive years 40 prior to their application. A retired member will be entitled to all rights and 41 privileges of a full member with the exception of holding an office. 42 D. Honorary Members 43 Past presidents who no longer meet eligibility requirements for membership in 44 the Organization may elect a retired membership or be given an honorary 45 membership. A nurse or non-nurse who has contributed significantly to the 46 Organization may be recognized by the Board with honorary membership. 47 1. Privileges – Honorary members may attend social, business and 48 educational meetings. 49 2. Restrictions – Honorary members will not be permitted to vote in general 50 meetings of the Organization nor hold office or serve on committees. 51 3. Dues – Honorary members are not required to pay dues. 52 E. Affiliate Members 53 An Individual who is not a registered nurse. An affiliate member may be a non- 54 nurse professional or any healthcare consumer member of the corporate or 55 political community who is interested in working towards advancement of the 56 healthcare system driven by the needs of patients. An affiliate member may 57 attend business and educational meetings, but may not vote, serve on 58 committees or hold office. The affiliate member’s purposes, goals and initiatives 59 must be consistent with and supportive of IONE purposes, goals and initiatives. 60 An affiliate member must be sponsored by a full member and the application 61 must be approved by the Board. 62 F. Industry Partners

2 63 Industry Partner memberships will include educational institutions, healthcare 64 institutions, and organizations wishing to support the mission and vision of IONE 65 through Industry Partner membership. The amount of dues for all industry 66 partners will be determined by the Board of Directors. An Industry Partner must 67 be sponsored by a full IONE member. Industry Partners may attend business 68 and educational meetings, but will not be considered Full Members, and are not 69 permitted to vote in the meetings of, hold office in, or vote for the directors or 70 officers of IONE. The number of people who will receive mailings from the 71 Organization will be limited to two people per corporate membership.

72 Section 2 – Establishment of Membership 73 The IONE Executive Director determines membership for an applicant. If there is any 74 question regarding eligibility, the application shall be submitted to the Board for action. 75 Section 3 –Eligibility Status Change 76 Membership may be continued for up to two (2) years when eligibility requirements are 77 not met. 78 Section 4 – Termination of Membership 79 A. Any person may resign at any time by submitting a written resignation to the 80 President. 81 B. Membership may be terminated by the Board of the Organization 82 for non-compliance with the provision of these bylaws. 83 Section 5 – Voting 84 A. Only individual members of the Organization who are present and in good 85 standing shall be entitled to one (1) vote each. 86 B. Matters submitted to vote shall be determined by majority vote of members 87 present and voting; except as provided elsewhere in the bylaws. 88 C. Between scheduled business meetings, the Board may refer any issue of 89 importance affecting the Organization to the members by mail vote. The Board 90 may use electronic means when deemed appropriate. 91 D. Proxy voting shall not be permitted. 92

93 ARTICLE IV – DUES

3 94 Section 1 – Dues 95 Membership dues shall be payable as of January 1st of each year. The annual dues 96 amount shall be recommended to the membership by the Board for approval by vote of 97 the membership. New members’ dues received in the office of the Indiana Hospital 98 Association (IHA) after the annual fall meeting and prior to January 1st, shall be 99 considered dues for the ensuing year. 100 Section 2 – Delinquency 101 Members who have not paid dues for the current year by June 30th, shall lose 102 membership privileges until reapplication. 103

104 ARTICLE V – AFFILIATION 105 Section 1 – American Organization of Nurse Executives (AONE) 106 In recognition of a common purpose to develop and advance sound practices in the field 107 of nursing leadership, the Organization shall align membership eligibility necessary for 108 affiliation with AONE. 109 Section 2 – Indiana Hospital Association (IHA) 110 In recognition of the relationship between the IHA and IONE, the Organization shall 111 maintain a regular line of communication with IHA through a staff member designated 112 by the President of the IHA. Through this relationship and services furnished, any 113 matter of mutual concern shall be given a forum and such assistance as needed. 114 Section 3 – Other Organizations 115 In recognition of the relationship between the Organization and other nursing and 116 related organizations, an affiliation or association may be maintained. This shall be 117 under provisions determined and prescribed by the Board. 118

119 ARTICLE VI – MEETINGS 120 Section 1 – Annual Meeting 121 An annual business meeting of the Organization shall be held in the fall of each year. 122 Interim affairs of the Organization that are deemed necessary for action may be 123 conducted at a special meeting at the Board’s request. 124 Section 2 – Board of Directors

4 125 The Board of the Organization shall meet not less than quarterly. 126 Section 3 – Special Meetings 127 The President may call special meetings by sending notice to the members at least five 128 business (5) days prior to the meeting. 129 Section 4 – Committee Meetings 130 Committee meetings shall be called at the discretion of the chairperson and notice shall 131 be given to the members prior to the meeting. 132 Section 5 – Educational Offerings 133 The Organization may sponsor educational meetings each year; one shall be in 134 conjunction with the annual fall meeting. Educational offerings may be open to non- 135 members. 136 Section 6 – Quorum 137 A quorum of the Organization shall consist of three (3) officers, one of whom shall be 138 President or President-Elect, and not less than 33 percent of the voting members 139 represented at the Organization business meeting. 140 Section 7 – Unanimous Written Consent 141 Any action which may be taken at a meeting of the Board or any committee may be 142 taken without a meeting, if prior to such action a consent in writing setting forth such 143 action is signed by all of the Directors or members of the committee and is filed in the 144 minutes of the proceedings of the Board or said committee. Any such consent shall 145 have the same effect as a unanimous vote. 146

147 ARTICLE VII – BOARD OF DIRECTORS 148 Section 1 – Composition 149 The Board of the Organization shall consist of the President, President-Elect, Immediate 150 Past President, Secretary, Treasurer, three (3) Board Members-at-Large, the district 151 presidents or chairpersons or their representative, Standing Committee Chairpersons, 152 and two (2) Diversity Engagement Representatives. 153 A. The Executive Committee of the Board shall be the President, 154 President-Elect, Immediate Past President, Secretary, Treasurer, and the three 155 (3) Board Members-at-Large.

5 156 B. All members of the Board must hold Organization membership. 157 C. The Executive Director shall be an advisory (non-voting) member of the board. 158 Section 2 – Quorum 159 A quorum of the Board shall consist of a majority of the Board, one of whom shall be the 160 President or President-Elect. 161 Section 3 – Authority and Duties of the Board 162 A. The Board shall have authority to approve expenditures of funds for operation of 163 the Organization; accept committee and officer reports and/or approve any other 164 actions of officers or committees operation on behalf of the Organization. 165 B. The Board shall have the duty to ensure the achievement of the 166 Objectives of the Organization and mandates of the membership. 167 C. The Board shall have authority to set policy per Article II of the Bylaws. 168 D. The Board shall develop criteria, including educational and experience 169 requirements, for an Executive Director. 170 E. The Board has the authority to appoint a qualified Executive Director who is 171 delegated the authority and responsibility for managing the Organization, 172 including employment of staff and establishment of a compensation plan with 173 appropriate job descriptions. 174 Section 4 – Authority and Duties of the Executive Committee 175 The Executive Committee of the Board shall conduct all Organization business which 176 may arise between meetings of the Board. 177 The Executive Committee shall make recommendations to the Board regarding the 178 employment and duties of the Executive Director and provide oversight and evaluation 179 of the Executive Director position. 180 Section 5 – Conflict of Interest 181 The presence and/or vote of a Director, who is directly or indirectly a party to a 182 transaction or a Director who is otherwise not disinterested, may be counted in 183 determining whether a quorum is present but may not be counted when the Board or a 184 committee of the Board takes action on the transaction. The Board will sign the Conflict 185 of Interest Disclosure Statement annually. 186

189 ARTICLE VIII – OFFICERS 190 Section 1 – Officers 191 The officers of the Organization shall be the President, President-Elect, Immediate Past 192 President, Secretary, Treasurer and three (3) Board Members-at-Large. 193 All members of the Executive Committee will be members of AONE. 194 Section 2 – Eligibility 195 Each eligible member/nominated or elected shall: 196 - be a current voting member in good standing. 197 - hold a current leadership role in healthcare. 198 A. President or President Elect: 199 2 years active service on or to the Board in the past 3 years, to include at least 200 two years of service that required attendance at the Organization’s Board 201 meeting. This would include state committee participation, district leadership, (if 202 not as President then verified by the District President.) 203 B. Secretary:

204  2 years of active service (participation in local or state organization) in the past 205 3 years, one of which required attendance at the Organization’s Board 206 meetings. This would include state committee participation, district leadership, 207 (if not as President then verified by the District President.) In the absence of 208 the above criteria, any current or former officers and members of the Board 209 may submit a recommendation. 210 C. Treasurer:

211  2 years of active service (participation in local or state organization) in the past 212 3 years, one of which required attendance at the Organization’s Board 213 meetings. This would include state committee participation, district leadership, 214 (if not as President then verified by the District President.) In the absence of 215 the above criteria, any current or former officers and members of the Board 216 may submit a recommendation. 217

7 218 D. Board Members-at-Large:

219  Any previous term as District President, Committee Chair of IONE, or officer of 220 the Board.

221  In the absence of the above criteria, any current or former officers and 222 members of the Board may submit a recommendation. 223 Section 3 – Election and Term 224 A. A slate of eligible candidates consisting of one candidate/per vacant position 225 shall be prepared by the Nominating Committee; shall be submitted to the 226 Board for affirmation; and shall be mailed to each member of the Organization 227 not less than thirty (30) days prior to the annual fall meeting. The Chairperson of 228 the Nominating Committee will present the slate at the annual fall meeting. 229 Eligible members who are present and consent to serve may be nominated from 230 the floor. If there are two or more candidates for an office, a ballot will be used. 231 The ballots shall be tabulated by the Secretary and two (2) other members 232 appointed by the President, who are not officers or candidates for office. Plurality 233 vote shall constitute an election. 234 B. Terms of Office 235 1. The term of the Presidency shall be two (2) years. 236 2. The President-Elect shall be elected bi-annually. At the end of a two (2) year 237 term the President-Elect shall become President. 238 3. The Secretary shall be elected bi-annually for a term of two (2) years and 239 for no more than two (2) consecutive terms. 240 4. The Treasurer shall be elected bi-annually for a term of two (2) years and for 241 no more than two (2) consecutive terms. 242 5. One Board Member-at-Large shall be elected each year to serve one term of 243 three (3) years. 244 C. Officers shall serve from January 1st through December 31st. Newly elected 245 offices shall be ex-officio members, without vote, of the Board in the interim 246 between election and assuming office. 247 Section 4 – Duties of the Officers 248 A. The President shall be chief officer of the Organization, Chairman of the Board,

8 249 and shall preside at Board meetings of the Organization. 250 B. The President-Elect shall assist the President in the functions of the office 251 of the President and shall assume the duties pertaining thereof in the absence 252 of the President. 253 C. The Secretary: 254 1. Oversees minutes of all Board meetings and the Organization’s business 255 meetings. 256 2. Oversees an active file on all committee reports. 257 D. The Treasurer: 258 1. Oversees active financial record of Organization’s activities. 259 2. Prepares annual proforma budget with the Executive Director for board and 260 membership approval annually. 261 3. Authorizes expenditures of the Executive Director. 262 4. Discusses variances with the Board. 263 5. Serves as the chairperson of the Finance Committee and serves on the 264 License Plate Committee. 265 E. The Immediate Past President: 266 1. Shall serve as the chairperson of the Nominating Committee. 267 F. Board Members-at-Large: 268 1. A Board Member-at-Large is appointed by the President to serve as 269 chairperson of the Scholarship Committee. 270 2. The President appoints Board Members-at-Large to serve as liaisons to 271 Affiliate organizations. 272 G. Executive Director 273 1. Works in tandem with the Secretary and Treasurer to maintain membership, 274 financial and document records of the Organization. 275 2. Authorizes expenses of the Organization. 276 3. Presents the financial report at the annual meeting. 277 4. Attends all sessions of the Executive Committee and Board in a non-voting 278 advisory capacity.

9 279 5. Performs such other duties as may be necessary to coordinate and advance 280 the IONE objectives as directed by the Executive Committee. 281 6. Serves as the Archivist. 282 7. Maintains membership in AONE. 283 8. Will be an ex-Officio member of all committees. 284 Section 5 – Vacancy 285 A. In the event the President shall be unable to complete the term of office, the 286 President-Elect shall assume the presidency for the unexpired term and shall 287 continue as President for the term which would have been served under normal 288 succession. 289 B In the event of a vacancy in the office of President-Elect, the President shall 290 appoint, with ratification by the Board, an eligible member to fill this vacancy. In 291 this event, the offices of President and President-Elect shall be necessarily filled 292 through the election process at the next annual meeting of the membership. 293 C. In the event that a Board Member-at-Large, Secretary, or Treasurer shall be 294 unable to fulfill the terms of office for which elected, the President shall appoint 295 such replacements as required to complete the unexpired terms. 296 D. In the event that the offices of the President and President-Elect become vacant, 297 temporary leadership shall be assumed by the Secretary, Treasurer and the 298 Board. 299 1. The Secretary shall be empowered to call a meeting of the Board and 300 conduct the business of the Organization. 301 2. The Board shall act within thirty (30) days to make a decision regarding 302 filling the vacant offices either by appointment or special election. 303

304 ARTICLE IX – DIVERSITY ENGAGEMENT REPRESENTATION ON BOARD 305 Section 1- Diversity Engagement Representatives 306 Diversity Engagement Representatives shall be voting members in good 307 standing in the Organization. Two (2) Diversity Engagement Representatives 308 shall be invited to attend all Board meetings for a two year term in an advisory,

10 309 non-voting capacity to enhance diversity within the community of nurse leaders in 310 the work environment. 311 Section 2-Selection Criteria 312 Diversity Engagement Representatives (2) shall be appointed by the President 313 designate, subject to Board approval after the annual fall meeting. Consideration 314 will be given to selection based on demographic characteristics of the patient 315 population served to strive to balance with those of the healthcare workforce 316 (age, gender, ethnicity, location and length of practice, specialty certifications, 317 and primary language.)

319 ARTICLE X – COMMITTEES 320 Section 1 – Structure of Standing Committees 321 A. There shall be eight (8) standing committees, namely the Bylaws Committee, 322 Legislation Committee, Nominations Committee, Finance Committee, Program 323 Committee, Public Relations Committee, Scholarship Committee, and License 324 Plate Committee. 325 B. The chairperson or chair-elect of all committees, except the Nominations and 326 Finance Committees, shall be appointed by the President-designate, subject to 327 Board approval after the annual fall meeting. The chairperson of standing 328 committees shall be a voting member in good standing in the Organization. 329 These chairpersons will be invited to attend all board meetings. 330 C. The chairpersons of all standing committees shall submit a written report at the 331 annual meeting and such interim reports as may be requested by the President. 332 D. Membership – All members of standing committees shall be members in good 333 standing. The President and Executive Director shall be an ex-officio, non-voting 334 member of all committees. 335 E. Voting – All members of a committee may vote on the business matter of the 336 committee. 337 F In the event of a vacancy on a committee, the President shall fill such a vacancy 338 by appointment to complete the unexpired term. Members shall serve for a two 339 (2) year term.

11 340 G. Committee members shall be appointed by the President-designate, subject to 341 Board approval after the annual fall meeting. Committees shall be composed of a 342 minimum number of members as noted individually in Section 2. 343 Section 2- Advisory Nature of Committee Action 344 All actions taken and recommendations made by committee shall be advisory 345 and shall have no effect as actions of IONE unless they are formally approved 346 and adopted by the IONE Board or granted full authority by the Board of 347 Directors. 348 Section 3 – Standing Committees 349 A. Program Committee 350 Program Committee is composed of a minimum of six (6) members, for a two (2) 351 year term. The Chairperson(s) and Chairperson(s) – Elect shall serve a term of 352 two (2) years. The Chairperson(s)-Elect shall serve a term and then move to 353 Chairperson(s). The President may appoint Co-Chairpersons and Co- 354 Chairpersons – Elect. It shall be the duty of the committee to plan and implement 355 the program for any and all educational gatherings of the Organization, including 356 those programs as part of the annual business meeting. 357 B. Bylaws Committee 358 Bylaws Committee is composed of a minimum of six (6) members, for a two (2) 359 year term. The Chairperson shall serve a two (2) year term and may serve two 360 (2) consecutive terms. It shall be the duty of this committee to review and revise 361 current bylaws as the needs of the Organization may dictate, and review and 362 recommend revisions of the rules and regulations as indicated by bylaws 363 changes or at the direction of the Board of Directors. 364 C. Nominating Committee 365 1. The Nominating Committee is composed of a minimum of four (4) members, 366 for a two (2) year term. The Immediate Past President serves as the 367 chairperson. The Nominating Committee shall prepare a slate of candidates 368 for the offices of President-Elect, Secretary, Treasurer and one (1) Board 369 Member-at-Large, (one (1) candidate for each vacant office). Letters of

12 370 consent to serve from each candidate shall be on file prior to the mailing of 371 slate. 372 2. Members of the committee may become nominees for office. 373 3. Geographic location of officers will be considered to provide diverse State 374 representation. 375 D. Finance Committee 376 Finance Committee is composed of a minimum of six (6) members for a two (2) 377 year term. The Treasurer shall be the Chairperson. It shall be the duty of this 378 committee to make recommendations to the Board regarding financial matters of 379 the Organization. 380 E. Legislative Committee 381 The Legislative Committee is composed of a minimum of four (4) members, for a 382 two (2) year term. The Chairperson shall serve a two (2) year term and may 383 serve two (2) consecutive term. It shall be the duty of the committee to provide 384 monitoring, communication, and appropriate proactive strategy on legislative 385 matters affecting the health and welfare of the citizens of Indiana. 386 F. Public Relations Committee 387 The Public Relations Committee may be composed of a minimum of four (4) 388 members for a two (2) year term. The Chairperson shall serve a term of two (2) 389 years and may serve two (2) consecutive terms. It shall be the duty of this 390 committee to provide Public Relation support for the business of the Organization 391 as directed by the Board. It also will be the duty of this committee to provide a 392 vehicle for recruitment, orientation of new members, mutual support, exchange of 393 innovative ideas, web-site maintenance and development of the newsletter. 394 G. Scholarship Committee 395 Scholarship Committee is composed of a minimum of four (4) members for a two 396 (2) year term. A current Board Member at Large will serve a three (3) year term 397 as the committee Chairperson. The duties of the committee shall be to oversee 398 and coordinate the scholarship awards, contact the eligible schools, review 399 applications and recommend awards for approval by the Board. 400 H. License Plate Committee

13 401 License Plate Committee is composed of a minimum of four (4) members for a 402 two (2) year term. The chairperson will serve a two (2) year term and may serve 403 two (2) consecutive terms. The current Organization Treasurer will serve as a 404 committee member. The duties of the committee shall be to oversee and 405 coordinate the Indiana Nursing License Plate Program, liaison with the Indiana 406 Bureau of Motor Vehicles, review applications and recommend license plate fund 407 disbursements for approval by the Board.

408 409 ARTICLE X – DISTRICTS

410 The Organization shall be comprised of districts. 411 Section 1 – District Meetings 412 Each district shall meet, not less than quarterly each year. 413 Section 2 – District President or Chairperson 414 Each district shall elect or appoint a President or Chairperson by November 1 of each 415 election year. 416 Section 3 – District Bylaws 417 Each district shall have a set of District Bylaws. These District Bylaws shall not be in 418 conflict with the Organization. 419

420 ARTICLE XI – PARLIAMENTARY AUTHORITY 421 Robert’s Rules of Order, Newly Revised, in effect at the time in question shall govern 422 the proceedings of the Organization in all cases not otherwise provided for in these 423 Bylaws or Regulations. 424 ARTICLE XII – MISCELLANEOUS PROVISIONS 425 Section 1 Fiscal Year. 426 The fiscal year of IONE shall end on the last day of December of each year.

428 ARTICLE XIII– AMENDMENT OF BYLAWS AND RULES AND REGULATIONS 429 Section 1 – Bylaws 430 These bylaws may be amended at any regular meeting of the Organization by

14 431 two-thirds (2/3) vote(66%) of those members present at the annual meeting, 432 provided that the membership has had notice of the amendment at least thirty 433 (30) days prior to the meeting. These bylaws may be amended at any regular 434 meeting of the Organization, without notice, provided 99 percent of the daily 435 registered eligible voting members are present and cast 99 percent of the votes 436 affirmatively for the passage of the amendment(s). 437 Section 2 – Rules and Regulation 438 The rules and regulations may be amended at any regular meeting of the Board, 439 a quorum being present, or at a special meeting called for that purpose.

441 ARTICLE XIV 442 These Bylaws shall be effective when adopted by a majority of the full membership 443 eligible to vote at a special or annual meeting of the Organization. 444 Adopted and ratified this 6th day of June, 1974. 445 Reviewed 09/14/77, Amendments (2) 11/01/79, Amendments (1) 11/01/79, 446 Amendments (2)10/28/80, Revised 10/27/81, Revised 09/29/82, Revised 09/28/83, 447 Revised 09/26/84, Revised 10/25/85, Revised 10/27/85, Revised 05/19/86, Revised 448 09/24/86, Revised 09/09/87, Revised 07/29/88, Revised 05/05/89, Revised 10/03/89, 449 Revised 10/18/90, Revised 10/16/91,Revised 10/14/92,Revised 10/13/93, Revised 450 11/17/95, Revised 10/15/96, Revised 10/21/98, Revised 10/21/99, Revised 10/19/00, 451 Revised 10/09/02, Revised 08/22/06, Revised 10/2007, Revised 7/01/2008, Revised 452 7/31/2009, Revised 7/28/2010, Revised 10/20/2011, Revised 10/24/2012, Revised 453 10/23/2013, Revised 10/22/2014, Revised 10/21/2015, Revised 10/19/2016.