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National Gerontological Nursing Association (NGNA) Bylaws

Article I

Name

Section 1
The name of this organization is the National Gerontological Nursing Association, Incorporated. Section 2 The Association may also be known as NGNA.

 

Article II

Core Purpose, Values and Goals

Section 1
Core Purpose: To improve the quality of nursing care provided to older adults

Section 2
Core Values:

  • Inclusiveness: Evidenced in appreciation of the importance of diverse perspectives and experiences.
  • Respect: Evidenced in attitudes and behaviors that recognize the uniqueness of older adults and their professional and lay caregivers.
  • Innovation: Evidenced in creativity and flexibility in the care of the older adult.
  • Responsiveness: Evidenced in the continuous pursuit of effective responses to every-changing conditions.

Section  3
The goals of  NGNA are to

  1. Health Care Goal 1: Older adults will have access to high quality health care with positive experiences and outcomes.
  2. Health Care Goal 2: Older adults will have a sufficient and competent healthcare workforce.
  3. Organizational Goal 3: NGNA members will be recognized for their expertise and valued as the key to health care for older adults.
  4. Organizational Goal 4: NGNA will be viewed as an expert resource for practice in gerontological nursing.

 

Article III

Membership

Section 1 Classification
There shall be four categories of membership, which are Active, Associate, Corporate, and Founding.

Section 1.1
Active Member An active member is a currently licensed registered nurse or licensed practical/vocational nurse who is interested in fostering the development and improvement of nursing or nursing education in relation to care of older adults. An active member may vote, hold office, and serve on committees.

Section 1.2 Associate Member
An associate member is a student nurse, retired nurse, or individual interested in assisting NGNA to achieve its stated purposes.  Associate members may not vote, chair a committee, or hold office.  Associate members may serve on appointed committees.

Section 1.3  Corporate Member
A corporate member is any group, organization, or corporation interested in assisting NGNA to achieve its stated purposes.  Corporate members may not vote, serve on committees, or hold office.

Section 1.4 Founding Member
Founding members are the four original officers of NGNA who retain active membership in NGNA, and who retain all the rights and privileges of an active member, but who are exempt from paying dues.

Section 2  Dues
The Board of Directors shall determine dues.

Section 3 Membership Meetings
Membership meetings shall be held at least annually. Members shall be notified of the meeting at least 30 days in advance.

 

Article IV

Officers and Board of Directors

Section 1 Elected Officers
The elected officers of the Association are President, President Elect, Immediate Past President, Vice President, Secretary, and Treasurer.

Section 1.1 President
The President shall be the Chief Executive Officer of the Association and shall 1) preside at the meetings of the Board of Directors and at the annual membership meeting; 2) serve as an ex-officio member of all committees of the Association except the Nominating Committee; 3) perform such other duties as prescribed by the Board of Directors; and 4) mentor the President-Elect.

Section 1.2 President-Elect
The President-Elect shall 1) assist the President in the performance of the President’s duties as requested; 2) learn the duties of the President; 3) substitute for the President or Vice President when requested; and 4) assume the office of President at the end of the President’s term.

Section 1.3 Immediate Past President
The Immediate Past President shall 1) assist and advise the President in the performance of duties; 2) serve on and chair the Nominating Committee for a two-year term; and 3) substitute for the President or Vice-President when requested.

Section 1.4 Vice President
The Vice President shall 1) perform the duties of President in the absence or inability of the President and 2) perform other duties as delegated by the President or the Board of Directors.

Section 1.5 Secretary
The Secretary shall 1) monitor, collaborate, and review with the staff of the national office all minutes of the meetings of the Board of Directors and of the annual membership meeting and 2) perform such other duties as may be delegated by the President or the Board of Directors.

Section 1.6 Treasurer
The Treasurer shall monitor, collaborate, and review with the staff of the national office the finances of the Association.

Section 2 Executive Committee
The elected officers of the Association shall constitute the Executive Committee.  The Executive Committee shall conduct the business of the Association between meetings of the Board of Directors.

Section 3 Board of Directors
The Board of Directors shall be composed of the elected officers and four Directors-at-Large elected by the membership.

Section 4
The Board of Directors shall conduct the business of the Association.

Section 5  Board Meetings
The Board of Directors shall meet at such times as determined by the Board or the President.  The Board shall meet at least twice annually. A majority of the Board members present shall be sufficient to authorize action or shall constitute a vote. Special meetings of the Board may be called by the President or upon written request to the President by a member of the Board.

Section 6 Term of Office

Section 6.1

The President Elect shall be elected in even years to serve a one-year term as President-Elect, a two-year term as President, and a one-year term as Immediate Past President. The Vice President shall be elected for a two-year term in odd years. The Secretary shall be elected for a two-year term in odd years. The Treasurer shall be elected for a two-year term in even years. Two Directors shall be elected in odd years for a two-year term. Two Directors shall be elected in even years for a two-year term. Officers and Board members shall serve no more than two consecutive terms in any one office.

President-Elect shall serve only one term as President-Elect, one term as President, and one as Immediate Past President. The President may not serve a second consecutive term. The term of office shall begin at the close of the annual meeting of the Association in the year of election.

Section 6.2
The Officers, Directors-at-Large, and Nominating Committee members shall be installed at the annual membership meeting.

Section 7 Vacancies
The Vice President shall fill a vacancy in the office of President. A vacancy on the Board of Directors shall be filled by appointment by the Board of Directors. Any member filling a vacancy for an unexpired term of more than one year is deemed to serve one term.

Section 8 Removal from Board of Directors
The Board of Directors may, by affirmative majority vote of the Board, remove a member of the Board of Directors for cause.

  1. Written notice of the proposed removal of the Director will be given to the Board members by the Secretary with the call to meeting;
  2. The member of the Board of Directors who is proposed for removal will be given an opportunity to be present and give testimony on his/her own behalf at the board meeting where the action will be determined, if desired.

 

Article V

Nominations and Elections

Section 1 Nominating Committee
The Nominating Committee shall consist of five members, three shall be elected, one shall be the Immediate Past President, and one shall be appointed by the Board of Directors. Two members of the Nominating Committee shall be elected in the odd numbered years, and one shall be elected in the even numbered years. All members’ terms will be two years.

Section 1.1
The Immediate Past President will serve as Chair of the Nominating Committee.

Section 1.2
Nominating Committee members shall serve no more than two consecutive two-year terms.

Section 1.3
A member of the Nominating Committee shall not be a candidate for any elected position on the Board of Directors during his/her term on the Committee. However, a Nominating Committee member may be a candidate for a second, two-year term on the Nominating Committee.

Section 1.4
A vacancy on the Nominating Committee shall be filled by appointment by the Board of Directors.

Section 2 Nominations
Candidates for office shall meet the established qualifications and shall consent to serve if elected.

Section 3 Elections
The Nominating Committee shall prepare a ballot, which shall be submitted to the Board of Directors for approval prior to the election. Elections shall take place by ballot.  A plurality vote for any office shall constitute an election. In case of a tie, the election shall be determined by lot.

 

Article VI

Chapters

The Board of Directors may authorize chapters, which shall be organized in accordance with the rules and regulations adopted by the Board of Directors.

 

Article VII

Committees and Task Forces

The Board of Directors shall establish committees and task forces as necessary to accomplish the work of the Association.

 

Article VIII

Official Publications

NGNA shall have an official newsletter and an official journal.

 

Article IX

Parliamentary Authority

The rules contained in Robert’s Rules of Order, current edition, shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of the Association.

 

Article X

Amendments

Section 1 Proposals for Amendments
Proposals for amendments to these bylaws may be initiated by action of the Board of Directors or by petition of any 20 members of NGNA. Individual members may submit suggestions for bylaws changes to the Board of Directors for consideration.

Section 2 Voting
The bylaws may be amended by a vote of the membership wherein a majority vote constitutes adoption of the amendment.

 

Article XI

Dissolution

Section 1 Vote of Membership
Dissolution of the Association may only occur by a 2/3 majority vote of members attending a business meeting or responding to a ballot or when a formal petition for bankruptcy is filed.

Section 2 Distribution of Assets
Upon the dissolution of the Association and after the payment or provision for payment of all liabilities of the Association, the Board of Directors shall dispose of all assets of the Association to organizations that are qualified as tax-exempt organizations under the Section 501 (c)(3) of the Internal Revenue Code. Any assets not so disposed of shall be disbursed by a court from the jurisdiction in the county in which the principal office of the corporation is located.