Bylaws

ARTICLE I

The name of the organization shall be American Association for the History of Nursing (AAHN), hereinafter referred to as the Association. The Association is organized as a 501 (c) (3) not for profit corporation for educational, charitable and literary purposes. It shall be conducted so that no part of its income or earnings will inure to the benefit of any member, director, officer, or other individual.

ARTICLE II

The purpose of the Association shall be to foster the importance of history as relevant to understanding the past, defining the present, and influencing the future of nursing by:

  1. stimulating national and international interest and collaboration in the history of nursing;
  2. educating nurses and the public regarding the history and heritage of the nursing profession;
  3. encouraging and supporting research in the history of nursing and recognizing outstanding scholarly achievement in nursing history;
  4. encouraging the collection, preservation, and use of materials of historical importance to nursing;
  5. serving as a resource for information about nursing history;
  6. producing and distributing educational materials related to the history and heritage of the nursing profession;
  7. promoting the inclusion of nursing history in nursing curricula;
  8. fostering interdisciplinary collaboration in history.

ARTICLE III — MEMBERSHIP

Eligibility

  1. Membership shall be open to individuals and agencies/organizations/corporations interested in the purposes and work of the Association without regard to nationality, gender, sexual preference, race, creed, or age.
  2. Individual members shall be eligible to vote, and to serve on committees and work groups.

ARTICLE IV — DUES

  1. The dues year for all members shall be a period of twelve consecutive months beginning on the day the member joins the Association.
  2. Membership dues shall be payable in U.S. currency.
  3. Dues shall be set by the Board of Directors.

ARTICLE V — MEETINGS

Section 1 — Annual Membership Meeting

  1. An annual meeting for the transaction of the business of the Association shall be held at the determination of the Board of Directors.
  2. The annual meeting shall be open to members and include invited guests.
  3. Members may propose agenda items in writing to the president thirty days prior to scheduled meetings.
  4. A quorum for the Annual Membership meeting shall be five board members (one of whom must be the president, first vice president or second vice president) and three percent of the total membership of AAHN at the time the meeting is held.
  5. Individual members shall have the right to vote at the Annual Membership Meeting. Agency/organization/corporate members shall be entitled to one vote.

Section 2 — Board of Directors Meeting

  1. The Board of Directors shall meet at least once annually and at other times as determined by the Board of Directors. The president shall determine the date and place of meetings in consultation with the executive secretary and approval by the Board.
  2. A quorum shall be at least six Board members: one of whom must be the president, first vice-president, or second vice-president.

Section 3 — Committee Meetings

Committee meetings shall be called at the discretion of the chairperson, and notice shall be given to the members prior to the meeting.

Section 4 — Special Meetings

  1. Special meetings of the membership may be called at the discretion of the Board of Directors.
  2. Members may petition the Board with no less than twenty signatures of individual members to hold a special meeting for the conduct of business. The Board will schedule the meeting within sixty (60) days unless petitioners request a later date.
  3. Notice of date, time, and purpose of the meeting shall be sent to all members within 30 days of special meeting.
  4. A quorum for the special meetings shall be six Board members (one of whom must be the president, first vice-president or second vice-president) and 30 individual members present.
  5. Individual members shall have the right to vote at special meetings of the membership. Agency/organization/corporate members shall be entitled to one vote.

ARTICLE VI — OFFICERS AND BOARD OF DIRECTORS

Section 1 — Eligibility

Individual members shall be eligible to hold office and serve on committees and work groups.

Section 2 — Composition

The officers of the Association shall be the president, first vice-president, second vice-president, secretary, and treasurer. The Board of Directors shall consist of the officers and directors. The executive secretary and immediate past president shall serve as ex-officio members without a vote.

Section 3 — Authority and Duties of the Board

  1. All powers of the Association are vested in and shall be exercised by the Board of Directors during the interim between membership meetings, except that the Board may not nullify or modify any action taken at the membership meetings, and subject to the provisions of these Bylaws. Management by the Board of Directors shall include the following duties:
    1. Appoint an executive secretary who shall be the administrative officer and general manager of the Association responsible to the Board of Directors and who shall carry out such responsibilities in connection with the duties of the office as specified by the Board of Directors, within approved budget limitations.
    2. Manage the personnel, property, and business of the Association and establish permanent headquarters.
    3. Monitor the achievement of organizational objectives and mandates of the membership, and set policy.
    4. Approve all policies related to the Association’s publications.
    5. Approve the annual budget and biennial review.
    6. Appoint work groups to address specific needs of the Association.
  2. Review and approve the terms of official relationships established with other organizations or corporations and approve any commitment in the form of action, statement of policy or position, or financial obligations involved in the Association’s relationships with other organizations or corporations.
  3. Have the power to fill vacancies on the Board of Directors and Nominating Committee for the unexpired term, unless otherwise specified in these bylaws.
  4. Have the option of removing a Board member from office if said Board member fails to fulfill his/her responsibilities as defined in the bylaws and policies of the Association. This action will require a 3/4 vote of the Board of Directors.
  5. In case of emergency, mail votes by referendum or by conference call may be taken by the Board of Directors, provided the same information is conveyed to each Board member.

Section 4 — Executive Committee

  1. The five elected officers and the executive secretary (ex-officio without a vote) shall serve as the Executive Committee.
  2. The Executive Committee shall have the power to transact business between the meetings of the Board of Directors when the business cannot wait until the next regularly scheduled Board meeting. All transactions of this committee shall be reported in full at the next regularly scheduled meeting of the Board of Directors. The Executive Committee may conduct business by telephone or mail. All Board members shall be notified by mail of any actions taken by the Executive Committee within two weeks of the Executive Committee meeting.

Section 5 — Election and Terms

  1. The president, first vice-president, treasurer, and 2 directors shall be elected in even numbered years, for two-year terms.
  2. The second vice-president, secretary and 3 directors shall be elected in odd numbered years, for two-year terms.
  3. Officers and directors may serve two consecutive elected two-year terms in the same office.
  4. Officers and directors may not serve for more than six consecutive years on the Board of Directors.
  5. In the event of a tie, a run-off election shall be held within two weeks of the election results.

Section 6 — Vacancies

  1. A vacancy on the Board of Directors, other than the president, shall be filled for the remainder of the term, if deemed essential, by the Board of Directors. Written notice must be provided to the members in the next AAHN Bulletin.
  2. In the event of a vacancy in the position of president, the first vice-president shall assume the position of president for the remainder of the term.
  3. In the event of a vacancy in the position of first vice-president the second vice-president shall assume the position of first vice-president for the remainder of the term.
  4. Filling a vacancy requires a 2/3 vote of the Board of Directors.

Section 7 — Duties of Officers and Directors

  1. The President shall:
    1. Serve as the principal officer of the Association and preside at all meetings of the Association, the Board of Directors, and the Executive Committee.
    2. Serve as ex-officio member of all committees, except Nominating Committee.
    3. Determine the agenda for meetings in consultation with executive secretary.
    4. Serve as official representative of the Association.
    5. Be responsible for providing an annual report to the membership.
    6. Appoint committees and their chairpersons (with the exception of the Nominating Committee), subject to approval by the Board of Directors, and make other appointments as necessary.
    7. Appoint tellers to count the Association election ballots.
    8. Have such powers and perform such other duties as may be assigned by the Board of Directors.
  2. The First Vice-President shall:
    1. Accede to the office of president in the event of a vacancy.
    2. Preside in the absence of the president.
    3. Serve as chair of the Strategic Planning Committee.
    4. Perform other duties as assigned by the Board of Directors.
  3. The Second Vice-President shall:
    1. Preside in the absence of the president and first vice-president.
    2. Serve as chair of the Program Planning Committee.
    3. Perform other duties as assigned by the Board of Directors.
  4. The Secretary shall:
    1. Notify members of the annual and special meetings through appropriate channels.
    2. Prepare minutes of all official meetings.
    3. Perform other duties as assigned by the Board of Directors.
  5. The Treasurer shall:
    1. Act as custodian of organization funds and see that a biennial review and annual tax-return are prepared according to Association policy.
    2. Serve as chairperson of the Finance Committee.
    3. Receive records of receipts and disbursements.
    4. Authorize all Association financial transactions with Board approval.
    5. Compile quarterly financial statements and report at every Board of Directors meeting.
    6. Explore investment opportunities as directed by the Board of Directors.
    7. Submit budget for next fiscal year to Board of Directors.
    8. Perform other duties as assigned by the Board of Directors.
  6. Directors
    1. There shall be six directors, each of whom shall chair a committee.
    2. Directors shall perform such duties as assigned by the president in accordance with the priorities and needs of the Association.
  7. Archivist
    1. The Archivist shall be appointed by the President, subject to the approval of the Board. The term of office shall be two years, and may be renewed for additional two-year terms.

ARTICLE VII — NOMINATING COMMITTEE

Section 1 — Eligibility

Individual members shall be eligible to serve on the Nominating Committee.

Section 2 — Composition

  1. The Nominating Committee shall be composed of four elected members. Two (2) members shall be elected in odd years, and two members shall be elected in even years.
  2. Each year, the committee shall elect a chairperson from among the committee members.
  3. A member elected to serve on the Nominating Committee shall not be eligible to be nominated as a candidate or apply for nomination as a candidate for any elected position during that term.
  4. A vacancy in the Nominating Committee shall be filled by the Board of Directors with a nominee recommended by the Nominating Committee. In the event of a member not performing his or her duties, the Board of Directors shall declare a vacancy and fill the position with a nominee recommended by the Nominating Committee.

Section 3 — Responsibilities

The Nominating Committee shall:

  1. Prepare a slate of consenting candidates.
  2. Verify eligibility of all candidates.
  3. Submit a report to the Board of Directors.
  4. Forward slate, ballot and biographical forms to the executive secretary for preparation and mailing to the members.
  5. Conduct the mail election in accordance with the policies of the Association.
  6. Report results of election to the Board of Directors and to the membership in accordance with the policies of the Association.

ARTICLE VIII — STANDING COMMITTEES

Section 1 — Program Planning Committee and Abstract Review Committee

  1. Responsibilities
    The Program Planning Committee shall be responsible for coordinating the annual conference program in cooperation with the local arrangements committee chairperson and Abstract Review Committee chairperson in accordance with the policies of the Association.
  2. Composition, Appointment and Period of Appointment
    1. The Program Planning Committee chairperson shall be the second vice-president.
    2. Members of the Program Planning Committee appointed by the president shall include:
      1. A representative of the local arrangements committee.
      2. The chairperson of the Abstract Review Committee.
      3. The immediate past second vice president shall serve for one year in an ex-officio capacity.
    3. The Program Planning Committee chairperson and the Abstract Review Committee chairperson shall serve for two years; the past chair of both committees shall serve as ex-officio to provide continuity, the representative of the Local Arrangements Committee shall serve for one year.
  3. The Abstract Review Committee shall:
    1. Consist of a chair and at least four members.
      1. The chairperson of the Abstract Review Committee shall be appointed by the president.
      2. The chairperson shall appoint at least four members with the approval of the president.
      3. The Abstract Review Committee member appointment is for two years, staggered terms.
    2. Solicit and recommend to the Program Planning Committee chairperson abstracts for papers to be presented at the annual conference according to the policies of the Association.
  4. The Pre-Conference Committee shall:
    1. Consist of a chair and two members
      1. The chair will be appointed by the president.
      2. The chair will appoint two members with the approval of the president.
      3. The Pre-Conference Committee member appointment is for two years, staggered terms.

Section 2 — Strategic Planning Committee

  1. Responsibilities
    1. The Strategic Planning Committee is responsible for:
      1. Ongoing assessment of the mission, purposes, structure, trends, and programs of the Association.
      2. Developing recommendations for strategies to achieve the mission and purposes of the Association and assume responsibilities and duties as assigned by the Board.
  2. Composition, Appointment and Period of Appointment
    1. The committee consists of five members:
      1. The chairperson of the committee shall be the first vice-president.
      2. The immediate past president shall serve for two years in an ex-officio capacity without vote.
      3. One director and two members shall be appointed by the president with approval by the Board of Directors. Appointment is for two years.

Section 3 — Awards Committee

  1. Responsibilities
    1. The Awards Committee is responsible for:
      1. Soliciting nominations for awards and selecting awards recipients.
      2. Notifying the Board of Directors of the recipients.
      3. Arranging for presentation of the awards.
  2. Composition, Appointment and Period of Appointment
    1. The Awards Committee chairperson shall be a director.
    2. Members of the Awards Committee shall consist of the chairs of each of the awards subcommittees.
    3. There shall be a subcommittee for each Association award. The subcommittees shall conduct the selection of the award recipients according to the criteria and policies of the Association.
      1. The subcommittees shall be composed of the chairperson and two committee members.
      2. The president shall appoint the chairpersons and the members of the awards subcommittees with approval by the Board of Directors.
    4. Awards subcommittee appointments are for two years.

Section 4 — Publications Committee

  1. Responsibilities
    1. The Publications Committee shall be responsible for:
      1. Administering publications authorized by the Board of Directors.
      2. Overseeing contract negotiations and making recommendations to the Board.
      3. Making recommendations to the editors of the various publications and the webmaster.
      4. Acting as an intermediary between the Board and the editors of the publications in case of disagreement.
      5. Periodically evaluating publications and providing appropriate feedback.
      6. Identifying methods to increase circulation of publications.
      7. Other duties as assigned by the Board of Directors.
  2. Composition, Appointment and Period of Appointment
    1. The Publications Committee chairperson shall be a director.
    2. Members of the Publications Committee shall consist of the following:
      1. treasurer;
      2. two members appointed by the president with approval by the Board of Directors;
      3. Editors of each of the Association’s publications and the webmaster shall serve as ex-officio members without a vote.
    3. The editors of the publications shall be appointed by the president with approval by the Board of Directors. Editors and webmaster may serve until their successors are appointed. Terms of appointment are negotiated with the president.
    4. The Publications Committee chair, and two members serve for two years.

Section 5 — Finance Committee

  1. Responsibilities
    1. The Finance Committee shall be responsible for:
      1. Making recommendations to the Board of Directors for investment guidelines for Association financial resources.
      2. Making recommendations to the Board of Directors for raising funds for the Association.
      3. Making recommendations to the Board of Directors for acquisition of fixed assets for the Association.
      4. Receives directly and approves an annual budget from the editors and webmaster for each publication of the association.
  2. Composition, Appointment and Period of Appointment
    1. The treasurer serves as chairperson of the Finance Committee.
    2. The members of the committee shall be the president (ex-officio without vote), one director, and two members appointed by the president with approval by the Board of Directors. The executive secretary shall serve as an ex-officio member.

Section 6 — Bylaws and Policies Committee

  1. Responsibilities
    1. The Bylaws and Policies Committee shall be responsible for:
      1. Reviewing and recommending revisions of the bylaws to the Board of Directors as the needs of the Association dictate.
      2. Reviewing and recommending policies to the Board of Directors as the needs of the Association dictate.
  2. Composition, Appointment and Period of Appointment
    1. The Bylaws and Policies Committee chairperson shall be a director.
    2. The president shall appoint committee members on an ad hoc basis at the request of the committee chair, with approval of the Board of Directors.
    3. The Bylaws and Policies Committee chairperson and members serve for two years.

Section — 7 Research Review Panel

  1. Responsibilities
    The Research Review Panel shall be responsible for:
    1. Oversight of the review and applications for funding for all research on the history of nursing and health care which is sponsored by AAHN.
    2. The Panel will solicit applications, review applications for research grants, and select grantees.
    3. Develop and review procedures and criteria for funding decisions subject to approval by the board.
  2. Composition, Appointment and Period of Appointment
    1. The Research Review Committee chairperson shall be a director.
    2. Four members appointed by the president with approval of the Board of Directors. Appointment is for two years.
    3. The Panel will be made up of experienced historians who have obtained funding from peer reviewed sources, have a record of research productivity and are members of AAHN.

ARTICLE IX — WORK GROUPS

The Board of Directors may establish work groups for such purposes as deemed necessary and with such powers as the Board of Directors may provide.

ARTICLE X — DISSOLUTION

In the event of dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, literary, or scientific organizations to be selected by the Board of Directors.

ARTICLE XI — PARLIAMENTARY AUTHORITY

Robert's Rule of Order, Revised, shall govern all meetings of the Association, the Board of Directors, and all committees on any point not covered by the bylaws.

ARTICLE XII — FISCAL YEAR

The fiscal year shall be January 1 through December 31.

ARTICLE XIII — AMENDMENTS

Section 1.

These bylaws may be amended at the Annual Membership Meeting by 2/3 vote of those present and voting provided that notice of the proposed amendments has been sent to the members at least thirty days prior to the meeting.

Section 2.

Proposed amendments may be submitted by any member in writing, carrying the proponent’s signature, to the chairperson of the Bylaws and Policies Committee for review at least sixty days prior to the Annual Membership Meeting.

Section 3.

These bylaws may be amended without advance notice at the Annual Membership Meeting by 99% vote of those members present and voting, providing that the proposed amendments shall have been presented to the presiding officer before the meeting.

Section 4.

Amendments to the bylaws, adopted at the Annual Membership Meeting, shall take effect immediately following the meeting unless determined otherwise.

Revised 9/2011
Revised 9/2009
Revised 4/2007
Revised 10/3/2004
Revised 9/2002
Total revision adopted 10/03/99
Revised 10/97
Revised 10/96
Revised 9/93
Revised 6/92
Revised 1987

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