Bylaws

  1. ARTICLE I - NAME

    The name of this organization shall be Florida Association of Nurse Anesthetists, Inc. hereinafter known as FANA.
  2. ARTICLE II - OBJECTIVES

    The objectives of FANA shall be to promote the best interests of its members; to cooperate with the American Association of Nurse Anesthetists (hereinafter known as AANA); to facilitate cooperation between anesthetists and the medical profession, hospitals, and other agencies interested in anesthesia; and, in general, to advance the science and art of anesthesiology.
  3. ARTICLE III - MEMBERSHIP

    SECTION 1. Membership
    Membership in FANA and procedures with respect to admission to membership, maintenance of membership, classes of membership, qualifications thereof, and the exercise of the privileges thereof shall be such as are stipulated in the Bylaws of AANA, Article IV, Sections 1-8.

    SECTION 2. Conduct of Members
    If a member is found to be in violation of FANA bylaws, ethical standards, professional conduct, violation of the standing rules, or principles of FANA, the FANA Board of Directors may, by 2/3 vote of the entire Board, submit in writing the specific complaint against the member or request for disciplinary action. The Board of Directors will notify the member in question by registered or certified mail, within five working days, of the submission of the complaint to the AANA Board of Directors. FANA will follow the recommendations of the AANA Board of Directors in accordance with the AANA bylaws, Article V, Sections 1, 2, & 3.

  4. ARTICLE IV - OFFICERS

    SECTION 1.
    The officers of FANA shall be President, President-elect, Vice-President, Secretary-Treasurer, and five (5) Directors. These officers shall perform the duties prescribed by these Bylaws, the parliamentary authority adopted by FANA, and as assigned by the Board of Directors.

    SECTION 2. Eligibility for Office

    • No member shall be eligible for the office of President or President-elect who has not served on the FANA Board of Directors for at least two (2) years. The Vice President, Secretary-Treasurer, and Directors shall have served on a state committee or have been an officer or committee member in another state association for at least one (1) year.
    • No officer or member of the AANA Board of Directors may hold office in FANA. In the event that a member of the Board of Directors accepts an office in AANA, the office in FANA automatically expires.
    • Only active members in accordance with AANA bylaws, Article IV, Section 3(A), Section 4(A) and (B) may serve as officers of FANA.

    SECTION 3. Terms of Office

    • The term of office for FANA officers will begin at the conclusion of the FANA Annual Meeting. The President shall serve a one-year term or until successors are elected. The President-elect shall serve a one-year term or until successors are elected. The President shall be eligible for election to the office of President-elect, but shall not serve more than four (4) consecutive years as President-elect or President. The Vice President shall serve a one-year term and until successors are elected and be eligible for re-election, but shall not serve more than two (2) consecutive terms. The Secretary-Treasurer shall be elected for a two-year term or until successors are elected during even years, and shall be eligible for re-election, but shall not serve more than two (2) consecutive terms. One non-voting student member shall be elected at each Annual Meeting of the Florida Association of Student Nurse Anesthetists (FASNA) for a term of one year.
    • Three Directors shall be elected at annual meetings held in odd numbered years and two Directors shall be elected in even numbered years. Directors shall be elected for terms of two (2) years or until successors are elected, but shall not be eligible to serve more than two (2) consecutive terms.

    SECTION 4. Officers

    • The President shall:
      1. Perform the duties of President as prescribed in the parliamentary authority.
      2. Preside at all meetings of the Board of Directors and FANA.
      3. Appoint members for standing committees, except the Nominating Committee, and ad hoc committees subject to the approval of the Board of Directors.
      4. Be an ex-officio member of all committees except the Nominating Committee.
      5. Prepare a report of the year's work to be read at the FANA annual meeting.
      6. Approve all bills before payment is made by the Secretary-Treasurer.
      7. Represent FANA at AANA annual meeting when feasible. Appoint tellers and registrars prior to voting.
      8. Keep the President-elect and Vice President informed of FANA business.
    • The President-elect shall:
      1. Perform the duties of the president in the absence or inability of the president to serve with all the powers of that office. In the event of a vacancy in the office of President, the President-elect shall become president for the unexpired term and continue as President for the coming term.
      2. Represent FANA at AANA functions when the President is unable to attend.
      3. Perform other duties as requested by the President and such other duties applicable to the office as prescribed by the parliamentary authority adopted by the society.
    • The Vice President shall:
      1. In the absence of the President Elect, serve in his or her stead.
      2. Fill a vacancy in the office of President-elect for the unexpired term (including the right to succeed to the office of President.)
      3. Perform other duties as requested by the President and such other duties applicable to the office as prescribed by the parliamentary authority adopted by the society.
    • The Secretary-Treasurer shall:
      1. Perform the duties of secretary and treasurer as prescribed in the parliamentary authority.
        Ensure that the minutes of the meetings of the Board of Directors and FANA are recorded, transcribed, and distributed in a timely manner.
      2. Send to the Executive Director of AANA reports of meetings and other activities of FANA, and the names and addresses of officers, members of theBoard of Directors, and committee members after they have been selected.
      3. Send to the President copies of correspondence and other written communication regarding matters of general business of FANA.
      4. Receive monies of FANA and ensure that bills are paid and funds are disbursed as directed by the Board of Directors.
        Deposit funds or cause funds to be deposited as directed by the Board of Directors. Give a written report at the annual meeting and/or upon request to the Board of Directors.
      5. Pay FANA’s share of dues for state honorary members.
    • A Director shall:
      1. Attend Board meetings and participate in decision making with the Officers through voting.
      2. Perform such other duties as assigned by the Board.
    • Association Property
      1. Each officer shall deliver any Association property and records to a successor or to the President within one (1) month after the annual meeting.
    • The FANA Board shall:
      1. Appoint a FANA Historian for a term of two (2) years. The Historian will be eligible for reappointment by the Board.

  5. ARTICLE V - NOMINATIONS, ELECTIONS AND VOTING

    SECTION 1. Nominations

    • The Nominating Committee shall meet within sixty (60) days after the annual meeting to begin forming a slate of prospective candidates. The Chair shall compile Nomination forms from the FANA newsletter for candidates. The Chair shall receive a roster of FANA Committees and members, to include the previous 2 years, to determine candidate eligibility.
    • Only active members shall be eligible for nomination.
      1. Prospects will be contacted and a description of the office, responsibilities, qualifications, and term will be communicated to the candidate.
      2. The Nominating Committee will also solicit interested members from the general membership via the FANA UPDATE during the selection process, using the Nomination form.
      3. Interested candidates shall sign a Nomination form indicating their willingness to serve in that office for the coming term. Candidates shall submit a curriculum vitae, a photograph, and a position statement to the Nominating Committee Chairman ninety days before the annual meeting.
      4. The Nominating Committee will present those qualified nominees received to date at the Spring business meeting.
        a. The Nominating Committee is empowered to solicit and nominate members qualified under these bylaws in order to meet the minimum ballot requirements for each office.
        b. Nominations for the official mail ballot will be closed ninety (90) days before the annual meeting.
      5. The President shall appoint a chief teller and at least four (4) assistant tellers, who shall be responsible for election procedures, including a designated area for counting the ballots, ballot boxes, and for making an official report to the membership. No teller may be on the ballot as a candidate. These tellers are also responsible for counting other votes when necessary during a business meeting.
      6. Notice
        a. Not less than sixty (60) days prior to the annual meeting, the Nominating Committee will publish the prepared ballot and send it by mail or electronic means to all eligible FANA members.

    SECTION 2. Elections

    • How elected:
      1. The officers, Directors, and elected nominating committee members shall be elected by ballot to serve their term of office. Terms of office begin at the conclusion of the Annual Meeting at which they are elected and continue as detailed in Article V, Section 3, A. Terms of Office. No member may hold more than one office at a time.
      2. Write-in votes for all officers may be cast on the official ballot.
        a. An officer elected by write-in votes cannot assume that office unless he/she is determined by the Nominating Committee to meet the qualifications as stated in these bylaws, Article V, Section 2, A, B, and C.
    • Voting
      1. Each member is allowed one (1) ballot vote.
      2. A minimum of sixty (60) days prior to the annual meeting, Electronic voting will be available via the secure FANA website. Eligible Active Members and Lifetime Members may sign into the secure Members-only site to follow voting instructions. Electronic voting will close twenty-one (21) days before the Annual Business Meeting.
      3. Members who wish to submit a paper ballot may do so by request to FANA Headquarters in writing, by e-mail, or other documentable electronic means. The mail-in ballot must be returned in the official envelope and postmarked twenty-one (21) days prior to the Annual Business Meeting. Ballots are invalid if postmarked after that date or if not received at least fourteen days prior to the Annual Business Meeting. The mail-in ballot will consist of two (2) separate envelopes. (The outer envelope with an affixed official AANA membership label and the individual's AANA membership number in the upper left-hand corner, and a smaller inner envelope with no identifying marks will be sent by FANA with the ballot.) The sealed envelope will be checked in at the FANA Headquarters or other designated location against the most current AANA membership list to avoid more than one ballot submitted by each member. The sealed envelopes will be opened in the presence of the Nominating Committee or Designee at the FANA Headquarters or other designated location.
      4. It is the members' responsibility to keep their address and contact information current with the AANA and FANA.
      5. Not less than fourteen (14) days prior to the Annual Meeting, the Nominating Committee or Designee will meet at FANA Headquarters or other designated location to count the ballots. Results are to be kept in confidence, except for direct communication of the outcome of the election to all candidates by the FANA President not less than ten (10) days prior to the Annual Meeting. The Election Committee Chair will provide the President with the ballot results upon completion of the count. The results are announced at the Annual Business Meeting by the President or Designee. A majority of votes cast shall elect the officers and a plurality shall elect directors.
      6. In the event that no officer receives a majority vote, the voting members in attendance at the Annual Business Meeting shall vote by ballot from between the two candidates who receive the most votes.
      7. A motion is then made at the Annual Business Meeting to destroy the ballots.

  6. ARTICLE VI - MEETINGS, QUORUM

    SECTION 1. Meetings
    The FANA shall hold an annual meeting, a winter meeting, and a spring meeting at times, dates, and locations chosen by the Board of Directors.

    1. The Annual Meeting will be held in September or October. a. The purpose of this meeting will be to elect officers, receive reports from officers and committee chairmen, approve the budget, and conduct other business as necessary.
    2. The Winter and Spring meeting may be combined at the direction of the Board of Directors.

    SECTION 2. Quorums

    1. Twenty (20) active members shall constitute a quorum at the Annual Business Meeting.
    2. Ten (10) active members shall constitute a quorum at the Winter and Spring meetings.
    3. Ten (10) active members shall constitute a quorum at any special meeting.
    4. Regular and Special meetings of the FANA Board of Directors, Standing, and Special committees may be conducted in person or by conference call, teleconference, or other electronic media as permitted by applicable law

  7. ARTICLE VII - BOARD OF DIRECTORS

    SECTION 1. Composition
    The Board of Directors shall be composed of the President, President-elect, Vice President, Secretary- Treasurer, five (5) Directors, and one non-voting student member from the Florida Association of Student Nurse Anesthetists (FASNA).
    The FASNA shall elect a non-voting representative to the FANA Board of Directors, subject to acceptance and approval of the FANA Board of Directors. If the FANA Board of Directors approves of the candidate, then the FANA Board of Directors may appoint that individual to serve as the student representative on the FANA Board of Directors.
    SECTION 2. Duties

    1. The Board of Directors shall:
      1. Control and manage all funds and property of FANA.
      2. Select depository for funds.
      3. Provide for auditing of the Secretary-Treasurer's books before the annual meeting, or at such times as the Board may deem advisable. These books must be audited before being turned over to a successor.
      4. a. Fill any vacancy occurring on the Board or Nominating Committee that is not otherwise provided for in these Bylaws. Any Board member may nominate a candidate to fill the vacancy and a majority vote of the Board of Directors shall elect.
        b. In the event of a vacancy occurring in a chairmanship of a committee, the President shall fill the vacancy by appointment subject to approval by the Board.
      5. Determine date of issues of FANA UPDATE.
      6. Approve appointments of the President.

    SECTION 3. Meetings

    1. The Board shall meet immediately preceding and immediately following the Winter, Spring, and Annual meetings.
    2. Special meetings of the Board may be called by the President at such times as the business of FANA may require with seven (7) days notice, and shall be called upon written request of five (5) members of the Board.
    3. Five (5) members of the Board shall constitute a quorum at any meeting of the Board of Directors.
    4. The President may schedule a Board Conference Call upon twenty-four (24) hour notice to the Board members. Written minutes of the conference call shall be taken by the Secretary-Treasurer or the Business Manager, and distributed to Board members and others as deemed appropriate by the President. Written minutes of the Executive Session conference call shall be taken by the Secretary-Treasurer or the Business Manager, and shall be filed in the FANA archives. Distribution of those minutes shall be limited to only those who participated in the Executive Session and to the FANA Board of Directors.

    SECTION 4. Absence
    Any member of the Board of Directors unable to attend the Board meetings shall through written or verbal communication, addressed to the President or Secretary-Treasurer, state the reason for his/her absence. If a Board member is absent from three (3) consecutive Board meetings for reasons which the Board fails to declare to be sufficient, his/her resignation shall be deemed to have been tendered and accepted.
    SECTION 5. Resignation
    Resignation from the Board shall be submitted in writing and shall become effective on its acceptance or within one month of the date of its submission, whichever comes first.

  8. ARTICLE VIII - COMMITTEES

    SECTION 1. Standing Committees
    The standing committees of FANA shall be: Executive, Communications, Nominating, Member Services, and Community/Government Relations.
    SECTION 2. Committee Appointments

    1. A. Except for the Nominating Committee, each chairman shall recommend the appointment of a minimum of one (1) active member and may appoint one (1) student member subject to the approval of the President. The Chair of the committee shall, within 30 days, send the recommended committee roster to the President for approval and to the FANA Business Manager for distribution to the Board and other Committee Chairs.
    2. Active members may also be solicited to serve on various committees, except the Nominating Committee, which is an elected committee, through sign-up sheets available at the Annual Meeting. “Willingness to Serve on a Committee” forms shall also be included in each issue of the FANA Newsletter.  Completed forms shall be sent initially to the FANA Business Manager, and forwarded to the President and President-Elect for follow up with the respective committee chair.
    3. Special/Ad Hoc committees shall be appointed by the President subject to the approval of the Board of Directors.

    SECTION 3. Term of Office

    1. Members appointed or elected to committees shall serve for one (1) year or until their successors are appointed or elected.

    SECTION 4. Duties

    1. Chairmen of appointed or elected committees shall:
      1. Be responsible to the Board of Directors.
      2. Turn over all records and correspondence to the President within thirty (30) days after their terms expire.
      3. Except in the case of the Nominating Committee, in the event that a member of a committee fails to carry out the duties of the committee, recommend a replacement to the President.
      4. Hold at least one committee meeting a year.
    2. The members of appointed or elected committees shall cooperate with the chairman in carrying out the duties as assigned.

    SECTION 5. Specific Duties

    1. Executive Committee
      1. The committee shall be composed of the President, Vice President, President-Elect, Secretary-Treasurer and two (2) members.
      2. The committee shall review, revise and receive proposed amendments to the Bylaws and present them to the Board of Directors for consideration and then to the membership for approval as provided in Article XIII.
      3. Be responsible for preparing a budget to be presented to the Board for consideration and then to the membership for approval.
      4. Review expenditures in order to make recommendations that will assist in developing a sound financial policy.
      5. Be responsible for the creation and execution of a strategic plan to guide the organization in its decision making.
      6. Be responsible for reviewing annually all contracted services and recommending to the Board any changes in service necessary.
    2. Communications Committee - The committee shall be responsible for executing appropriate communications to the membership through the official bulletin, web page and other modes as needed
    3. Nominating Committee
      1. A Nominating Committee of two (2) active members shall be elected by using the procedures in Article VI, Section 2, B.  Their term will commence at the conclusion of the FANA Annual Business Meeting.  The Immediate Past President shall serve as Chair of the Nominating Committee for the following one-year term.  In the event the Immediate Past President is unwilling or unable to serve as Chair of the Nominating Committee, the Board of Directors shall select another past President to serve as Nominating Committee chair for the remainder of that term.
      2. The committee shall be responsible for the nominations of eligible candidates for the offices to be filled at the Annual Meeting, and securing the appropriate acceptance letters and information from all prospective candidates.
    4. Member Services Committee
      1. The committee shall serve as the resource for all practice matters for the members. The chair shall serve as a liaison to the AANA Practice Committee.
      2. The committee shall assist in the development of educational standards and consistently endeavor to further the education programs of FANA and AANA.
      3. Prepare, subject to the approval of the Board of Directors, a complete program for the three (3) state meetings.
      4. Select the meeting sites, with approval by the Board of Directors, of the FANA meetings as provided in Article VII, Section 1. A.
      5. The committee shall network with the AANA Peer Assistance Advisors through the chairman who shall be designated “Resource Person” to the AANA for FANA.
      6. The committee shall plan and/or recommend sessions on well-being at FANA meetings and publish articles in the UPDATE.
    5. Government/Community Relations Committee
      1. The committee shall work with and under the direction of the Board of Directors and the AANA Government Relations Committee in matters pertaining to matters pertaining to the specialty practice of nurse anesthesia.

  9. ARTICLE IX - FINANCE

    SECTION 1. Dues
    Dues and payment thereof for the FANA shall be such as are stipulated in the AANA Bylaws.
    SECTION 2. Fiscal Year
    The fiscal year of the FANA shall begin November 1.
  10. ARTICLE X - OFFICIAL PUBLICATION

    SECTION 1.
    The name of the official publication shall be FANA UPDATE.
    SECTION 2.
    The official publication shall have a minimum of four (4) issues per year. The dates of issues will be  determined by the Board of Directors at the annual meeting.
    SECTION 3.
    The purpose of the publication shall be to keep the members informed of the activities of their Association and to stimulate interest in FANA.
  11. ARTICLE XI - PARLIAMENTARY AUTHORITY

    The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the FANA in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order FANA may adopt.
  12. ARTICLE XII - AMENDMENTS

    These Bylaws may be amended at an annual meeting of FANA by a two-thirds (2/3) vote of those present and voting, provided notice of the proposed amendment has been appended to the call for the meeting and sent by mail or electronic means at least thirty (30) days prior to the date thereof.

    Bylaws amended by the membership 10/22/2011
    Bylaws amended by the membership 10/03/09
    Bylaws previously amended by the membership 10/14/06

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