THE PHILIPPINE NURSES ASSOCIATION OF OHIO, INC.
PNAO BYLAWS 2012
TABLE OF CONTENTS
ARTICLE I: NAME
ARTICLE II: MISSION STATEMENT AND GOALS
ARTICLE III: MEMBERSHIP AND DUES
ARTICLE IV: OFFICERS AND DUTIES
ARTICLE V: EXECUTIVE BOARD
ARTICLE VI: MEETINGS-QUORUM
ARTICLE VII: NOMINATION & ELECTIONS
ARTICLE VIII: COMMITTEES
ARTICLE IX: ADVISORY COUNCIL
ARTICLE X: FISCAL YEAR
ARTICLE XI: OFFICIAL PUBLICATIONS
ARTICLE XII: AMENDMENTS
ARTICLE XIII: DISSOLUTION
ARTICLE XIV: NONDISCRIMINATION POLICY
ARTICLE XV: PARLIAMENTARY AUTHORITY
ARTICLE XVI: PLACE OF BUSINESS
ARTICLE XVII: SUBCHAPTER FORMATION
ARTICLE XVIII: SUNSHINE FUND
The name of this organization shall be the PHILIPPINE NURSES ASSOCIATION OF Ohio, Inc., hereinafter referred to as the Association. The official abbreviation shall be PNAO.
MISSION STATEMENT AND GOALS
As the official professional organization of Filipino-American nurses in the state of Ohio, PNAO will uphold the positive image and welfare of its constituent members; promote professional excellence and contribute to significant outcomes to healthcare and society.
The goals of the Association shall include, but not be limited to:
A. Promote activities to unify Filipino-American nurses in Ohio.
B. Network with professional organizations and agencies to develop and implement educational programs relevant to nursing practice, education, scholarship, and research.
C. Review and act on legislation and public policies which directly and indirectly affect Filipino-American nurses and nursing as a whole.
D. Participate in community services both in Ohio and in the Philippines.
E. Collaborate with organizations and agencies both in the Philippines and in the United States to facilitate the professional and cultural adjustment of Filipino-American nurses in Ohio.
F. Develop and implement research programs focusing on the health care needs of Filipino-Americans.
MEMBERSHIP AND DUES
Section 1: Membership in the Association is a privilege and is contingent upon compliance with the requirements specified in these Bylaws.
Section 2: Categories of membership in this Association are: active member, associate member, student associate member, honorary member, member at large, active lifetime member, and inactive lifetime member.
Active Member: Any professional registered or practical nurse of Philippine ethnic descent who has been granted a license to practice in Ohio and who has paid the required membership dues. Licensed practical nurses will be chapter members and will pay chapter dues only.
Associate Member: Any professional registered, practical nurse or any health care related field of Philippine or Non-Philippine ethnic origin who has been granted a license in their country of origin and/or Ohio and who has paid the required membership dues. Will pay only chapter dues.
Student Associate Member: Any nursing student who has paid the required chapter membership dues.
Honorary Member: A person to whom honorary membership is conferred by virtue of a majority vote of the Executive Board for distinguished service rendered or valuable assistance to the nursing profession and towards achieving the objectives of this association.
Member At Large: A professional registered nurse residing in a state where a local chapter does not exist and therefore, membership is obtained directly through the PNAA.
Active Lifetime Member: Members who have paid their initial lifetime membership dues and who are active in the organization and continue to pay their national membership dues and sunshine dues for PNAO.
Inactive Lifetime Member: Members who have paid their initial lifetime membership dues but are not active and have not paid their annual PNAO dues. They will continue to be listed as inactive members of PNAO but not of PNAA.
Section 3: Representation and Privileges
A. Active members are eligible to hold elective office, serve on elected or appointed committees, and exercise delegate power.
B. Associate and student associate members have all the rights and privileges of active members except that of holding elected office, chairing a committee, or serving as a delegate to the annual meeting or other special meetings.
C. Honorary members have a voice and my serve as a resource in matters relevant to their expertise but have no vote or delegate power.
D. Membership status and eligibility shall be determined from information on the application form and shall be duly noted on the membership roster.
E. Members shall be eligible for scholarship, awards, and recognition and other benefits as determined by the Executive Board.
Section 4: Ethical Standards/Disqualification of Members
A. By a majority vote, the Executive Board may censure or expel a member for cause provided there was a due process hearing at which the member was permitted to defend himself/herself.
B. Any member may be removed from the membership roster for
1. Violation of the Association’s Bylaws and Rule of Conduct.
2. Acts, errors, and omissions detrimental to the goals of the Association.
3. Continuous delinquency of membership fees for three (3) consecutive years.
C. Any member suspended or expelled may be reinstated by a majority vote of the Executive Board after such member has submitted an application and paid current dues and assessments.
Section 5: Dues and funds
A. Annual membership dues to the Association shall be determined by the Executive Board and subject to approval and voted upon by the majority of the members.
B. Chapter member dues: The PNAO shall submit a list of their members with addresses and telephone numbers including the appropriate fees to the PNAA for the membership year January 1 to December 31.
C. A completed membership application form with appropriate fee shall be forwarded to the Treasurer of the Association and shall run January 1 to December 31.
D. Current Lifetime Members maintain their active status by paying the appropriate fees including the annual national membership dues and Sunshine Fund.
E. Renewal fees re due by December 31 of the year. New members who paid after September 1st shall be considered paid for the next year.
F. Delinquency and Reinstatement:
1. Any member whose dues are not received on or before expiration of
membership shall be removed from the membership roster and all privileges
from the Association shall be withdrawn.
2. Reinstatement shall be by submission of an application and payment of usual
dues for that year.
G. In support of its objectives, the Association may collect fees, solicit and accept donations from its members, and may hold fundraising activities not contrary to law or public policy.
H. As a non-profit organization, any funds or properties earned shall belong to PNAO and shall be used solely for the fulfillment of the mission and goals of the Association.
OFFICERS AND DUTIES
Section 1: The elected officers of this Association shall be the: President, President-Elect, Secretary, Treasurer, Auditor, and Five (5) Board Members.
Section 2: The appointed officers of this Association shall be the: Assistant Secretary, and Assistant Treasurer.
Section 3: The duties and powers of the officers shall be such as implied by the inherent nature of their respective titles and all such duties as specified in these Bylaws.
1. Is responsible to the Executive Board and has the approval of the Board for the activities of the Association.
2. Presides at all business meetings of the Executive Board and General Assembly except in unforeseen circumstances.
3. Represents the Association at meetings and functions of other organizations or designates an alternate.
4. Appoints the Assistant Secretary, Assistant Treasurer, all committee chairpersons, and committee members with the approval of the Executive Board.
5. Acts as an ex-officio member of all committees except the Committee on Nominations and Elections.
6. Terminates non-functioning committees with the approval of the Executive Board.
7. Performs other duties pertinent to the office.
8. Given $300 every year for expenses at the PNAA National Convention.
1. Performs the duties of the President in the absence or inability of the President to act.
2. Performs other such duties as may be delegated by the President or Executive Board.
1. Records the proceedings of all business meetings.
2. Distributes approved minutes to the Executive Board.
3. Excerpts and submits pertinent data to respective committee chairpersons.
4. Preserves reports and records including Bylaws and standing rules of the Association in the permanent file.
5. Keeps on file all other pertinent information regarding projects, programs, and activities of the Association.
6. Keeps on file accurate membership roster as compiled and reported by the chairperson of the Membership Committee.
7. Notifies all members of the Executive Board of any updates in the directory as often as they occur through regular mail or e-mail or both.
D. ASSISTANT SECRETARY:
1. Issues notice regarding meetings and activities.
2. Conducts and maintains a file of the general correspondence of the Association.
3. Assists the Secretary in functions as delegated by the President or the Executive Board and assumes the duties of the Secretary in his/her absence or incapacity.
4. Assists the Secretary in keeping on file all other pertinent information regarding projects, programs, and activities of the Association.
5. Assists the Secretary in keeping on file accurate membership roster as compiled and reported by the chairperson of the Membership Committee.
1. Responsible for the financial affairs of the Association.
2. Keeps a record of all receipts and disbursement.
3. Carries appropriate banking transactions as designated by the Executive Board.
4. Issues checks of the Association for purpose approved by the Executive Board. May issue a check if amount is less than $200 but if greater than $200 then it needs to be approved by the Executive Board. If the Treasurer is not available to issue a check, then the Assistant Treasurer shall write the check.
5. Presents financial records for examination by the Auditor.
6. Acts as chairperson of the Budget and Finance Committees.
7. Submits a written report of the financial standing of the Association at every second 2nd meeting.
F. ASSISTANT TREASURER:
1. Processes membership application and keeps accurate records of receipts and membership dues.
2. Sends out membership renewal forms to members.
3. Keeps on file accurate membership roster.
4. Forwards monies received and corresponding reports to the Treasurer.
5. Acts as Chairperson of the Membership Committee.
6. Assumes other functions as delegated by the Treasurer with the approval of the Executive Board and acts in the absence or incapacity of the Treasurer.
1. Responsible for auditing financial records of the Association every 2 months.
2. Audits and submits financial records to CPA for required taxes.
H. BOARD MEMBER:
1. Acts as chairperson of a standing committee as appointed or designated.
2. Performs functions as designated by the Executive Board.
Section 1: Executive Board: All governing body of this Association shall be the Executive Board which consists of all elected and appointed officers and the Advisory Council. The Executive Board has the power and authority over the affairs of the Association except that of modifying the action the general membership.
Section 2: Duties of the Executive Board
A. Directs the business and financial affairs of the Association.
B. Establishes the Association’s administrative policies.
C. Fosters growth and development of the Association.
D. Authorizes the formulation and awarding of contracts.
E. Reviews recommendation of the President and determines actions to be taken.
F. Reviews committee reports and determines action to be taken on recommendation.
G. Suspends or expels members of the Association for due cause.
H. Fills all vacancies of the Executive Board unless otherwise specified by the Bylaws.
I. Authorizes the representation and participation of the Association in activities other than the non-profit activities and functions of the Association.
J. Reviews and authorizes publications proposed by any member as they may affect representation of the philosophy, prerogatives, and image of the Association.
K. Performs such other duties and exercises authority as described in these Bylaws.
Section 1: Meetings
A. Executive Board:
1. Shall meet monthly.
2. Special meetings of the Executive Board may be called by the President or
upon request by three (3) members of the Executive Board. This can be
conducted through the best available technology such as video conferencing
and teleconferencing calls.
3. Notice of all meetings of the Executive Board shall be sent to each member by
Mail or email at least ten (10) days prior to the meeting.
4. Fifty percent (50%) of the Executive Board present will constitute a quorum.
5. Voting: a majority of 50% (minus presiding officer) plus 1 decides. For a tie
vote, the presiding officer breaks the tie.
6. Officers/Executive Board members are required to attend at least fifty
percent (50%) of meetings in a calendar year.
B. General Assembly:
1. Consists of all paid members.
2. Shall meet monthly.
3. The time, place, and composition of other meetings and the General Assembly
meeting shall be determined by the Executive Board.
4. Voting body of Association is as follows:
- Executive Board
- All paid members including Members At Large
- Each qualified voter is entitled to 1 vote
NOMINATIONS AND ELECTIONS
Section 1: Nominations and Elections Committee
A. The Nominations and Elections Committee shall consist of five (5) members appointed by the nomination and elections committee chairperson.
B. The Executive Board Immediate Past President shall assume the chairperson position immediately after the completion of the term as President.
C. The appointed members must be an active member of PNAO and has paid their dues.
D. Duties and responsibilities of the Nomination and Election Committee:
1. Prepares and issues the packets to the members (letter of announcement,
candidates profile, intent to serve). Date: April 15 send out packets
Date: May 1st deadline of return of packets
2. Prepares a list of nominees accompanied by a written consent to serve and
submits this to the Executive Board for information and review ninety (90)
days prior to election. Date: May 15 present to EB
3. Prepares and issues the official ballot directly to designated voting members
only if there is a contest. If no contest then the appointees are the winners
automatically. The list of all the candidates will be sent out 30 days before
announcement of winners. Date: June 1st send out ballots if there is a contest
4. Receives all returned ballots. Date: July 15 deadline to return ballots
5. Appoints Teller Committee who are not members of the Nominating
Committee. This committee will be compromised of 3-5 members who shall
officiate and tally the ballots. Date: July 30 meet and count ballots
6. Announces election results. Date: August 1st announcement
7. Destroys ballots upon approval or motion by the Executive Board.
Section 2: Eligibility to serve in an elected capacity
A. To be eligible to serve for an elected office, a nominee must have active membership status.
B. To be eligible to serve the offices of President-Elect and Vice President, a nominee must have previously served one (1) term in the Executive Board and/or be a current chairperson of a standing committee immediately preceding nomination.
C. To be eligible for any other elected office, the nominee must have demonstrated active participation in activities of the Association.
D. A nominee may be a candidate for only one office at any given time and if currently holding an elected office, may not be a candidate for another office unless the current term expires by the time the new term starts.
E. Any past president of this Association may run for any office in the Executive Board after two (2) years following the end of his/her term of office.
Section 3: Elections
A. Eligibility to vote shall be validated against the current list of active members submitted to this Association at lease sixty (60) days prior to Election Day. Ballots to be sent to current paid members.
B. A list of candidates shall be provided to the Nomination and Elections Committee.
C. Plurality elects, and in case of a tie, choice shall be by the lot.
Section 4: Terms of Office
All elected officers and members of the Executive Board shall serve a term of two (2) years. All, except for the President and President-Elect, can be re-elected to the same office for another term.
Section 5: Vacancies
A. Vacancy that occurs in an elected office of the incumbent to perform duties of the office will be in the following manner:
1. President: President-Elect shall assume office or Vice President if former is
unable to do so.
2. Secretary: Assistant Secretary shall assume office.
3. Treasurer: Assistant Treasurer shall assume office.
B. The Executive Board shall fill all other vacancies.
C. Any member filling any vacancy shall serve for the remainder of the term.
Section 6: Removal from office
A. The absence of officers and members of the Executive Board in fifty percent (50%) of the regular meetings shall be ground for termination from office after the Executive Board validates justification for absence.
B. Officers and members of the Executive Board may be subject to reprimand, censure, suspension or termination from office by a two thirds (2/3) vote of the Executive Board for violating the By Laws of the Association, misconduct or neglect of duty in office, absence in 50% of the regular meetings and/or any behavior injurious to the Association. NO action shall be taken against any officer or member of the Executive Board until he/she has been advised of specific charges, given reasonable time to prepare response, afforded a fair hearing process before the Executive Board. It is also incumbent upon the Executive Board to validate justification of reason or charges for removal from office.
Section 7: Compensation
The elected officers shall not receive, nor shall they be entitled to compensation or salary for serving on the Executive Board.
Section 1: The standing committees of this Association shall be:
Bylaws Human Rights
Budget and Finance Nominations and Elections Awards
Legislative Newsletter Committee
Public Relations/Cultural Affairs/Ways & Means
Section 2: The President, with the approval of the Executive Board, shall appoint the chairs and members of the standing committees. The committee shall consist of a Chairperson who is either a member of the Executive Board or an Active Member, and at least one (1) to two (2) co-chairpersons.
Section 3: Removal of Committee Chairpersons
A committee chairperson shall be relieved of committee responsibilities in the non-performance of duties which: PNAO Bylaws 2009 may include but not limited to: multiple complaints that jeopardizes the reputation and positive direction of the Association.
Section 4: Committee responsibilities shall be as follows:
A. Bylaws Committee:
1. Submits proposed amendments to the bylaws with the committee’s
recommendation for action.
2. May initiate amendments to the Bylaws for review by the Executive Board.
3. Presents the proposed amendments to the membership after review by the
Executive Board at least thirty (30) days prior to voting.
B. Education/Practice Committee:
1. Plans, implements, and evaluates educational programs to meet membership
2. Acts as a resource for local chapters and other nursing organizations in
developing and implementing educational programs.
3. Continuously assesses, identifies, and implements educational programs and
needs of the Association.
4. Prepares/publishes conference brochures
5. Identifies community & national healthcare trends that need presented to
6. Explores all available grants applicable for PNAO.
7. Reviews, evaluates, and analyzes the issues affecting PNAO.
C. Membership Committee: (Assistant Treasurer shall be the Chairperson)
1. Maintains and evaluates membership roster of the Association.
2. Initiates programs for membership recruitment of the Association.
3. Endorses approval of a new subchapter of the association.
4. Coordinates annual renewal of chapter membership.
a. Subchapter Formation Committee: will be responsible for assistance
in forming a subchapter in Ohio. They will stay in close contact to
help ease the subchapter into new membership & continue to support
the subchapter on behalf of PNAO. There will be a chair & co-chair.
b. Recruitment & Retention Committee: will be responsible for
initiating programs to recruit and retain members. Also, they will keep
in contact with new members to assure that they are welcomed and that
they will be inducted as new members at the next Induction Ball. There
will be a chair & co-chair.
D. Budget and Finance Committee: (Treasurer shall be the Chairperson)
1. Prepares and evaluates an annual budget for approval by the Executive Board
prior to the annual meeting.
2. Ad donations for other organizations is one full page ad per year per
E. Legislative Committee:
1. Evaluates and disseminates information regarding current issues and legislative
proposals that directly or indirectly affect the members and the profession as a
2. Collaborates with other organizations/agencies in addressing and supporting
legislation that affects the nursing profession and health care.
F. Public Relations/Cultural Affairs Committee
1. Explores and evaluates means of promoting the interests of this Association.
2. Submits press releases to the news media as approved by the Executive Board.
3. Disseminates information to PNAO, subchapters and Members At Large regarding programs and activities undertaken by the Association.
4. Coordinates with state chapters, Members At Large, and other organizations
regarding any cultural programs to uphold the Filipino culture/heritage.
G. Website/Facebook Committee:
1. Updates and evaluates content of the PNAO website and facebook.
2. Solicits postings to the website and facebook.
3. Formulates policies and procedures.
4. Prepares an annual report during annual meetings.
H. Nominations and Elections Committee: (Immediate Past President & Asst. Treasurer shall be the Chair & Co-Chair)
1. Refer to Article VII, Section 1-3.
I. Human Rights Committee:
1. Evaluates issues relating to human rights.
2. Recommends policies and positions on human rights to the Executive Board
at the annual meetings.
3. Disseminates information on human rights to members, other nurses,
healthcare professionals, and the public.
4. Communicates with all the members when human rights are violated.
5. Addresses and responds to concerns related to equal opportunity in human
J. Research Committee:
1. Conducts research as needed.
2. Applies for appropriate grants to provide funding for any research project.
3. Acts as a resource to any PNAO member who is interested in research.
4. Reviews all requests and applications for research.
5. Maintains the progress of any on-going PNAO research projects.
6. Monitors the progress of any on-going PNAO research projects.
7. Evaluates the relevance and impact of PNAO sponsored research projects.
K. Awards Committee/Scholarship Committee:
1. Develops criteria for various scholarships available to PNAO members.
2. Publishes the qualifications and criteria for awards.
3. Reviews and analyzes the applications of the candidates.
4. Makes the selection of awardees and recommends it to the Executive Board.
5. Evaluates the efficacy and efficiency of awards procedures and results.
6. Initiates publicity regarding PNAO scholarships.
L. Newsletter Committee:
1. Gathers all information regarding PNAO and PNAA activities.
2. Organizes a comprehensive newsletter to be distributed to PNAO
members and subchapters.
3. Gathers information from PNAO subchapters for inclusion in newsletter
which will be distributed twice a year approx during the months of March
4. There will be a chair & co-chair from PNAO subchapters.
M. Archive Committee:
1. Gathers data and records from the time of incorporation.
Section 4: Committee Report
Each Committee Chairperson shall submit a written report on committee activities and accomplishments at the monthly business meetings
Section 1: The Advisory Council shall be comprised of Past Presidents after successful completion of term.
Section 2: Functions of the Advisory Council
A. Acts in an advisory capacity and participates in voting. There will be one (1) vote for every three (3) persons during deliberations and recommendations of the Executive Board. Those not present in the deliberation will be called for their vote.
B. Participation in activities to further the purpose and functions of this Association.
Section 1: The fiscal year of this Association coincides with the fiscal year which is January 1 to December 31.
Section 1: The official publication of the Association shall be the PNAO Newsletter, “Perspectives.”
Section 2: The PNAO Newsletter “Perspectives” shall be published two (2) times a year. It will be biannual to be published approximately around the months of March and September.
Section 3: The PNAO monthy e-newsletter shall be the “PNAO Monthly.” This newsletter will keep members continuously updated every month. The Association president and secretary will be responsible for submitting this monthly by the end of the month.
Section 1: Amendments to these Bylaws shall be ratified at the General Assembly of the Association by a two-thirds (2/3) majority vote of the members present and voting provided that the proposed amendments, after having been considered and recommended by the Executive Board, are presented by mail to current members thirty (30) days prior to the membership at which time such proposed amendments shall be voted upon.
Section 2: Amendments to these Bylaws shall be submitted to the Executive Board for consideration by petition from at least ten (10) members of the Association at least ninety (90) days prior to the membership.
Section 3: Amendments to these Bylaws shall take effect upon ratification by the membership.
Section 1: In the event of dissolution of this Association, the membership shall be notified, and approval obtained by two-thirds (2/3) majority vote of members of the Executive Board, thirty (30) days prior to dissolution. Liabilities will be resolved in the executive board meeting and funds (fixed assets) donated to non-profit organizations.
Section 1: The Association shall not discriminate against any applicant or members on the basis of race, creed, age, sex, sexual orientation, religion or handicap. All such shall be judged solely on the basis of competence and performance.
Robert’s Rule of Order, Newly revised, shall govern this Association in all cases not covered by these Bylaws.
PLACE OF BUSINESS
The principal location and mailing address of the Association shall be the current President’s designated address or as established.
Section 1: A subchapter is formed when there is a minimum of twenty (20) members as opposed to becoming a national chapter which consists of thirty (30) members.
Section 2: The phrase “founding chapter” will be used to indicate this chapter as the first chapter in Ohio for PNAA and who will be affiliated with their subchapters.
Section 3: Subchapter formation shall be feasible if the area/city is fifty (50) miles away from the “founding chapter” and from another subchapter.
Section 4: Subchapters are to remain subchapters for two (2) years before being eligible to apply to become a chapter of PNAA.
Section 5: The “founding chapter” will meet with all subchapters twice yearly for a meeting and possibly a social event around the months of May and October.
Section 6: Subchapters will contribute to the PNAO Newsletter (“Perspectives”) and the PNAO Website.
Section 7: Subchapters are requested to give $5.00 from each member for annual fees to the “founding chapter” plus the required membership fee due to PNAA. Payment will go to PNAO for both subchapter fee and PNAA fee so that PNAO may submit the total amount due from Ohio to PNAA.
Section 8. Subchapters can set their own membership fees taking into consideration fees for PNAO and PNAA.
Section 9: Subchapters are responsible for ensuring their viability such as increasing membership through fundraisers, etc.
Section 1: Five dollars ($5.00) from annual membership dues goes to the sunshine fund.
Section 2: One hundred dollars ($100.00) with a sympathy card is given to an active member who has paid their dues to his/hers family members for death of member, spouse, mother, father, or children/step-children; this is considered immediate family members. PNAO will give a sympathy card with a prayer to others.
Section 3: Forty dollars ($40.00) or less is given to an active member for a serious illness if hospitalized for 3 days. Monetary amount may be less depending on ill members’ preferences. Members who get notification of an ill member should contact the president for notification to the rest of PNAO and for reimbursement if that member has already given a gift
Submitted for consideration and recommendation to the Executive Board:
Alicia A. Tupaz
Alicia A. Tupaz, RN, BSN, MaEd. (Chairmain)
Bessie E. Schiroky
Bessie E. Schiroky, RN, BSN, CCRN (Co-Chairman)
Audrey T. Godoy
Audrey T. Godoy, RN, MSN, CNP (Member)
Lilian L. Palanca
Lilian L. Palanca, RN, BSN (Member)
(“these typed signatures represents an official signature”)