Bylaws of Georgia Nursing Leadership Coalition (GNLC) Adopted: December 7, 2015 ARTICLE I: NAME The corporation shall be known as the Georgia Nursing Leadership Coalition (thereafter known as the GNLC). ARTICLE II: PURPOSE The corporation is organized for purposes which are exclusively charitable, educational and scientific within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, specifically including the provision of education, planning, development, research and other services to address issues and obstacles affecting the nursing profession. The mission of the corporation is to implement the recommendations of the Institute of Medicine’s Future of Nursing: Leading Change, Advancing Health report (2010) by providing leadership and developing partnerships among and beyond nursing. The primary foci for the corporation include 1) Nursing Education and Faculty Resources, 2) Workforce planning, 3) Practice and Policy, 4) Leadership and 5) Research and Development. In furtherance of such purposes, the following Bylaws have been adopted: ARTICLE III: DIRECTORS Section 1. Number The Board of Directors shall be composed of not less than 10 persons nor more than 20 persons, excluding the Elected Officers. (a) Each of the following organizations will appoint one Director: Centers for Disease Control and Prevention Georgia Association of Nursing Students Georgia Association of Nursing Deans and Directors Georgia Association of Nursing Education Georgia Organization of Nurse Leaders Georgia Hospital Association Georgia Nurses Association (b) Up to four Directors will be appointed from academia (c) Two Chief Nursing Officers will be appointed; one must be from Public Health (d) Up to seven Directors will be at-large: appointed by the other Board members according to current organization activities and priorities Section 2. Directors’ Term Directors representing other organizations will serve until successors have been appointed by those organizations. Other directors will serve terms of two (2) years and may serve up to 6 consecutive years.
1
Section 3. Quorum A simple majority (50% plus one) of the number of directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. A majority vote (50% of those voting plus one) constitutes approval. Section 4. Meeting Structure (a) Regular Meetings. The Board of Directors shall meet at least once per quarter of each year, at a time and place fixed by resolution of the Board of Directors, and more frequently as it may be deemed by it for the best interests of the corporation. (b) Special Meetings. Special meetings by the Board of Directors may be called by or at the request of the president or any two (2) directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them. (c) Notice. Notice of the time and place of any meeting of the Board of Directors, and in the case of a special meeting, the purpose of the special meeting, shall be given to each director at least ten (10) days prior to the meeting. The notice may be given to each director in person, by telephone, or by facsimile, internet (e-mail) or regular mail, addressed to the director at the mailing address, facsimile number or e-mail address known to the secretary as shown by the records of the corporation. Any notice so given by facsimile, internet or mail shall be deemed to have been given when it shall have been properly faxed, sent over the internet or deposited in the United States mail. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except where the director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened. (d) Waiver of Notice. Notice of any meeting may be waived by any voting Member in writing filed by the Secretary of the Corporation. Attendance at any meeting in person or by proxy shall constitute a waiver of notice of such meetings. (e) Action without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing setting forth the action so to be taken shall be signed before such action by a majority of the directors. (f) Remote Communication. A meeting of the directors or any committee of the Board of Directors may be conducted by a telephone conference or by any other means of remote communication through which all of the participants may participate with each other during the meeting, if notice of the meeting has been given and if the number of persons participating in the conference is sufficient to constitute a quorum. Participation in a conference call constitutes personal presence at the meeting. (g) Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporation matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by certified mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. ARTICLE IV. OFFICERS
2
Section 1. Number Officers of the Corporation shall be: President, Secretary, and Treasurer. Section 2. Election and Term Officers shall be elected by ballot annually and shall assume office at the beginning of the next calendar year. (If only one person is listed for each vacancy, no ballot will be needed.) Each officers shall serve a two-year term or until his or her successor shall have been duly elected or until his or her death, resignation or removal. Officers may serve a total of four consecutive years in any position on the board. The president and president elect are elected in odd years and the secretary and treasurer are elected in even years. Section 3. Vacancy In case of a vacancy in office, the President shall appoint a member to complete the term of office. In case of a vacancy in the Presidency, the President Elect shall assume the position and a special election shall be held to elect a new President Elect. Section 4. Removal Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Section 5. President The President shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform such other duties as may be prescribed by the Board of Directors from time-to-time. Section 6. Secretary The Secretary shall: (a) In the absence of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe. (b) Keep or cause to be kept, and be responsible for, a true and complete record and minutes of all meetings of the Board of Directors and shall conduct any such correspondence as may be directed by the Board of Directors; (c) Cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law; (d) Be custodian of the records and of the Corporation; (e) See that the lists, books, reports, statements, certificates and other documents and records required by law are properly prepared, kept and filed; (f) In general, perform all duties incident to the office of Secretary and such other duties as are given to him or her by these Bylaws or as may be assigned to him or her by the Board of Directors or the President. Section 7. Treasurer The Treasurer shall: (a) Have oversight responsibility for the funds, receipts and disbursements of the
3
Corporation; (b) Cause the monies and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositories as shall be selected by the Board of Directors; (c) Render to the Board of Directors financial reports as requested; (d) In general, perform all duties incident to the office of treasurer and such other duties as are given to him or her by these Bylaws or as may be assigned to him or her by the Board of Directors or the President. ARTICLE V. COMMITTEES Section 1. Standing Committees (a) Executive Committee. When the Board of Directors is not in session, an Executive Committee, consisting of the Corporation officers, shall have and may exercise all of the authority of the Board of Directors, except to the extent the Board of Directors limits such authority. The President shall, when present, preside at all meetings of the Executive Committee. The Executive Committee may fix its own rules and procedures, which shall not be inconsistent with these By-Laws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the first meeting of the Board of Directors following the Executive Committee meeting. Section 2. Other Committees The Board of Directors may create such committees, task forces and other groups as it deems appropriate and assign to them specific duties and powers and determine the date of their termination. All references to “committees” include “task forces and other groups.” The President may nominate individuals to serve on committees, task forces and other groups. The Chairpersons appoint members to serve on committees, task forces and other groups. Article VI. CONTRACTS, LOANS, CHECKS, AND DEPOSITS Section 1. Contracts The Board of Directors may authorize any officer or the Executive Director to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Section 2. Loans No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 3. Annual Budget A detailed annual budget necessary to carrying out the activities of the Corporation shall be prepared by the Executive Director and the Treasurer and approved by the Board of Directors. Any major expenses including purchased property exceeding $1,000 shall be pre-approved by the Executive Committee. Any property necessary to the conduct of business (example computer, printers) when purchased with corporation funds is the property of the organization and purchase of said equipment shall be approved by the Executive Committee.
4
Section 4. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by the Treasurer or the Executive Director and in such a manner as shall from time to time be determined by resolution of the Board of Directors. Section 5. Deposits All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. Section 6. Audit An annual independent audit will be conducted at the discretion of the board. Section 7. Prohibited Activities The GNLC shall be prohibited from engaging in any activities that constitute direct lobbying, grassroots lobbying, and/or political campaign intervention (as defined under Section 4945 of the Internal Revenue Code and its related regulations). As such, individuals that are acting on behalf of the GNLC or that refer to an affiliation with GNLC are also prohibited from participating in all lobbying and political activities. GNLC representatives shall follow the guidelines on lobbying and political activities as outlined by the Robert Wood Johnson Foundation (RWJF) in its “Guidelines for Advocacy.� Section 8. Charitable Purposes No parts of the net earnings of this Corporation shall inure to the benefit of any private shareholder or any individual. The property of this Corporation is irrevocably dedicated to charitable purposes and upon liquidation, dissolution or abandonment of the owner, after providing for the debts and obligation thereof, the remaining assets will not inure to the benefit of any private person but will be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for charitable purposes related to mental health and which has established its tax exempt status under 501 (c) (3) and 509 (a) (1), (2), or (3) of Code (or the corresponding provision of any future United States Internal Revenue law). ARTICLE VII. AMENDMENTS Any proposal for a change in the Bylaws, any amendment or repeal of articles or sections now in existence must be submitted to the Executive Committee of the Board of Directors. If approved by the Executive Committee, such a recommendation is submitted to the full membership of the Board of Directors. If approved by the Board of Directors, Bylaws are amended. Emergency amendments to the bylaws between meetings shall be submitted by the Board of Directors to the general membership of the Board electronically. The proposed modification shall become effective upon receiving an affirmative vote of two-thirds of the voting members of the Center. In the event that a vote is needed between meetings, an electronic vote may be taken. In this case, 2/3 of the members eligible to vote must respond affirmatively. ARTICLE VIII. GENERAL Section 1. Fiscal Year
5
The fiscal year of the Corporation shall be determined by the Board of Directors. Section 2. Parliamentary Activity The rules contained in Robert's Rules of Order Newly Revised shall govern the proceedings of the Corporation. Section 3. Suspend the Rules The Board of Directors shall have the ability to suspend the rules in accordance with Robert's Rules of Order Newly Revised if there is business that needs to be conducted that cannot be done without violating the rules set forth in these bylaws. Section 4. Dissolution A resolution for dissolution shall be presented to the Board of Directors of the Center at a regular meeting of the Board. The Board of Directors shall vote on such a resolution, and if accepted by three- quarters of the Board the resolution passes. If three-fourths of the Board of Directors votes for dissolution, the Board of Directors shall take the necessary steps to conclude the affairs of the Center in accordance with statutory requirements existing at the date such action is taken. After payment or making provision for payment of all debts and liabilities incurred by the Center, the Board of Directors shall dispose of all assets of the Center exclusively for the purposes of the Center to an appropriate organization that qualifies as an exempt organization under Section 501(c)(3) of the Internal Revenue Code.
6