Article I

NAME

Section 1.1   Name.  The name of the organization shall be Kentucky Society of PeriAnesthesia Nurses, to be referred to as KSPAN.

Article II

MISSION

Section 2.1     Mission Statement.  The Kentucky Society of PeriAnesthesia Nurses advances nursing practice through education, research and standards.

Article III

MEMBERSHIP

Section 3.1     General.  Membership in KSPAN shall be a privilege contingent upon compliance with the requirements of these Bylaws and such other requirements as the Board of Directors may establish.

Section 3.2     Classes.  KSPAN shall have the following classes of membership:  Active, Affiliate, Retired, and Honorary.

                     Section 3.2.1     Active.  Active members shall be duly licensed nurses who currently practice in good standing, at least part time, in perianesthesia nursing or in the management, teaching or research of perianesthesia nursing.

                     Section 3.2.2     Affiliate.  Affiliate members shall be duly licensed health care professionals who have an interest in perianesthesia patient care.

                     Section 3.2.3     Retired.  Retired members shall be members in good standing who, immediately prior to retirement or permanent disability, were active members.

                     Section 3.2.4     Honorary.  Honorary members shall be those persons who have rendered distinguished or valuable service to KSPAN or to perianesthesia nursing and have been selected as honorary members by the Board of Directors.

Section 3.3     Representation.  Active members in good standing may hold office.  Active and retired members in good standing may serve on or chair a committee of KSPAN or serve as a member of the Representative Assembly. 

Section 3.4     Benefits.  All members of KSPAN shall receive all official publication and notices of KSPAN.

Section 3.5     Applications and Dues Assessment.

                     Section 3.5.1  Application.  Any person desiring membership in KSPAN shall submit a written, signed membership application as designated by ASPAN, and specify KSPAN as the component affiliation.

                     Section 3.5.2  Dues Assessment.  ASPAN dues shall be determined by ASPAN.  KSPAN dues shall be determined by KSPAN Board of Directors.  All members of the Society, except for Honorary members, shall be assessed KSPAN dues.  Members are delinquent if their dues are not received by the Society within sixty days of the date upon which the dues are payable, after that point membership shall be terminated.

Section 3.6     Termination.  Members who do not adhere to KSPAN Bylaws and Policies may have their membership terminated by the Board of Directors.  Termination action shall not be taken until a member is advised of specific rationale for termination and given opportunity for due process in accordance with policy.  Termination of membership shall also occur upon death of the member.

Article IV

MEETINGS OF MEMBERS

Section 4.1     Annual Meeting.  The membership shall convene annually for a business meeting.  This meeting shall take place at the KSPAN State Conference.  The KSPAN President shall serve as chair of the meeting.

Section 4.2     Special Meetings of the membership may be called by:

1.    By the President,

2.    A two-thirds vote of the Board of Directors, or

3.    A petition with the signatures of 25% of the members.

                        Section 4.2.1  No less than thirty days written notice shall be given of any special meeting.  The purpose of the special meeting shall be stated in the notice for the meeting, and no other business shall be in order at that meeting.

Section 4.3     Voting. 

                     Section 4.3.1  Voting Privileges.  The membership shall be the voting body of KSPAN.  Each active and retired member shall have one vote on each matter submitted to the membership for a vote.

                     Section 4.3.2  Quorum.  A quorum for the annual meeting of the membership shall be ten percent (10%) of the membership.

                     Section 4.3.3.  Voting Methods.  General voting shall occur by voice vote or show of hands.  The Board of Directors may submit an issue to the membership for a vote by written ballot.  Decisions shall be decided by simple majority.  Proxy voting is not permitted.

Article V

BOARD OF DIRECTORS

Section 5.1     Powers.  The Board of Directors shall manage the affairs of KSPAN.  The Board of Directors shall not modify any actions made by the membership.  Voting of the Board may be conducted by mail or via telecommunications.

Section 5.2     Composition and Responsibility.

 The Board of Directors shall consist of the five officers, eleven elected members and one ex-officio member. 

1.    Officers:  President, President-Elect, Immediate Past President, Secretary, Treasurer.

2.    Directors:  Director from each geographical region of KSPAN.

3.    Ex-officio:  The KSPAN Managing Director.  The ex-officio member is a non-voting member of the Board.

4.    The responsibilities of the officers and the directors shall be set forth in the Policies and Procedures of KSPAN.

Section 5.3     Nominations and Elections.

                        Section 5.3.1 Nominations.  A nominating committee shall be appointed by the President.  It shall be the duty of the committee to nominate candidates for the elected offices.  The Immediate Past President shall serve as the Chair of the nominating committee.

                        Section 5.3.2  Elections. 

                                               Section 5.3.2.1  All officers and directors shall be elected by a vote of the KSPAN membership in accordance with the voting procedures of KSPAN.

Section 5.4     Terms and Eligibility.  No member of the KSPAN Board of Directors may hold more than one Board position at a time.  No member shall be a candidate for more than one office at the same time.

                     Section 5.4.1  President, President-Elect, and Immediate Past President.  The President and President-Elect shall hold office for a term of one year or until their respective successors have been duly elected and qualified.  The Immediate Past President shall hold office for a term of one year.  At the expiration of the President’s term, the President-Elect shall automatically assume the office of President and the President shall automatically assume the office of Immediate Past President.  The office of President-Elect shall require a minimum of two years active membership in the Society and experience on the Board.

                     Section 5.4.2  Secretary.  The secretary shall be elected for a two-year term in the even-numbered years.  The office of Secretary shall require a minimum of one year of active KSPAN membership.

                     Section 5.4.3  Treasurer.  The treasurer shall be elected for a two-year term in the odd-numbered years.  The office of Treasurer shall require a minimum of one year of active KSPAN membership.

                     Section 5.4.4  Directors.  Directors shall be elected for a three-year term.  The position of Director shall require a minimum of one year of active KSPAN membership.

Section 5.5     Terms of Office.  Any member of the Board, other than the President, the President-Elect and Immediate Past President, may succeed himself/herself but only for one immediately successive term in the same office.  Any person filling an unexpired term for more than one-half of that term shall be deemed to have served one term.

Section 5.6     Vacancies. Any vacancy of a Board position shall be filled by the Board for the remaining term, with the exception of President which is automatically filled by the President-Elect, and Immediate Past President which will remain vacant until the next term of office.  In the event of a vacancy in the office of President-Elect, a special election may be called by the Board of Directors in accordance with Policy & Procedure.

Section 5.7     Removal.  Any official of the Board, regardless of the manner of election or appointment, may be removed by the Board upon a two-thirds (2/3) affirmative vote for such removal, when in its judgment the best interest of KSPAN would be served thereby.  Such action shall provide that the official, upon request, has an opportunity to have a hearing providing for due process as described in Robert’s Rules of Order Newly Revised.

Section 5.8   Compensation.  Board members shall serve in a voluntary capacity, but may receive position-related compensation/reimbursement for expenses as set forth in Policy and Procedure.

Section 5.9    Meetings.  The Board of Directors shall meet a minimum of four times a year; once immediately prior to and once immediately following State Conference.  One half of the members of the Board of Directors shall constitute a quorum.  Special meetings may be called by the President or upon a written request of at least four members of the Board of Directors.

Article VI

ORGANIZATIONAL UNITS

Section 6.1     Committees.  The Committee chairs and members are appointed by the President, approved by the Board of Directors and reported to the membership. 

                     Section 6.1.1  Standing Committees.  The standing committees of KSPAN shall be Membership, Nominating, Policy and Procedure, Bylaws, Education, Publication, Finance, Historical, Governmental Affairs, Strategic Planning and Research.  The purpose and duties of each committee shall be set forth in the Policy and Procedures.

                     Section 6.1.2  Ad Hoc Committees.  An ad hoc committee is a special committee appointed to carry out a specific task and the committee shall cease to exist when the task is completed.  The purpose and goals of an ad hoc committee are stated at the time of appointment.  Ad hoc committees are appointed by the President as deemed necessary and/or at the request of the Board of Directors.

Section 6.2     Districts.  KSPAN shall divide the state into geographical districts to serve the needs of members at the regional level.  Districts may not be established as a separate entity and must adhere to the KSPAN Bylaws and Policy and Procedures.  Regulations for establishing a District shall be described in the Policy and Procedures.  All Districts shall be chartered by KSPAN through the Board of Directors with ratification by the membership at the State Conference.  The Board of Directors, by a two-thirds (2/3) vote, may revoke the charter of a District in KSPAN.  A due process hearing may be requested by the affected District as described in Robert’s Rules of Order Newly Revised. KSPAN shall not be liable for any district organization debts.

Article VII

MANAGEMENT

Section 7.1     Registered Office and Agent.  KSPAN shall maintain a registered agent and office in the city of Frankfort, Kentucky.

Section 7.2     State Office.  The Board of Directors shall appoint a Managing Director for KSPAN.  The Managing Director shall maintain a State Office and provide general administrative business management support for KSPAN with the responsibilities set forth in the Policy and Procedures.  Additional administrative and support personnel and consultants shall be retained as directed by the Board of Directors.  The Managing Director shall be under the direction of the President, subject to control of the Board of Directors.

Section 7.3     Fiscal Year.  The fiscal year for KSPAN shall be July 1 - June 30.

Section 7.4     Expenditures.  All expenditures shall be set forth in the Policy and Procedures.  The Treasurer shall monitor expenditures and provide a written report at the Annual Membership Meeting.

Section 7.5     Records.  The Secretary shall maintain all records of KSPAN except financial records which shall be maintained by the Treasurer.  These records shall be maintained at the State Office.

Section 7.6     Parliamentary Authority.  The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern KSPAN in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and Policy and Procedures plus any special rules of order KSPAN may adopt.

Article VIII

AMENDMENTS

Section 8.1     Proposal.  All bylaw amendments must be proposed by the Board of Directors or at least five active members acting as a group. 

Section 8.2     Submission.  Each proposed amendment must be submitted to the President at least forty-five days prior to the annual membership meeting.  

Section 8.3     Adoption.  The adoption of any proposed amendment to these bylaws shall require a two thirds (2/3) vote of a quorum at the annual membership meeting.

Article IX

PROHIBITED ACTIVITIES

Section 9.1     Prohibited Activities.  No member or agent of KSPAN shall take any action or carry on any activity by or on behalf of KSPAN which is not permitted to be taken or carried on by an organization exempt under Section 501(c 3) of the Internal Revenue Code and its Regulations, as they now exist or may be hereafter amended, or by an organization contributions to which are deductible under Section 170(c 2) of such code and regulations, as they now exist or as they may hereafter be amended.