Bylaws

Article I – Name, Principal Office, and Registered Agent

Section 1. Name. The name of this corporation is the Organization of Nevada Nurse Leaders (ONNL) ("Corporation").

Section 2. Corporate Status. The Corporation is organized as a nonprofit corporation under Nevada Revised Statutes Chapter 82 and shall operate exclusively as a professional association exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.

Section 3. Principal Office. The principal office of the Corporation shall be in the State of Nevada at such location as designated by the Board of Directors.

Section 4. Registered Agent. The Corporation shall continuously maintain a registered agent and registered office in Nevada as required by NRS Chapter 82.

Article II – Purposes

The Corporation is organized primarily for educational and professional purposes, to:

Advance nursing leadership throughout Nevada;
Promote excellence in healthcare leadership;
Support nursing education and workforce development;
Conduct educational meetings, conferences, and leadership programs;
Support research and innovation;
Promote public health through leadership development;
Collaborate with governmental, educational, healthcare, and community organizations.

The Corporation shall not engage in activities inconsistent with maintaining the status under Section 501(c)(3).

Article III – Members

Section 1. Membership. The Corporation shall have members as defined in these Bylaws.

Section 2. Qualifications. There shall be four (4) classes of membership: Regular, Affiliate, Student, and Retired.

A. Eligibility

1. Regular Member. Registered nurses who function in leadership roles that: (a) Has responsibility for the patient care delivery process; and/or (b) Manages financial resources in healthcare; and/or (c) Manages and directs appropriate allocation and utilization of human resources in healthcare; and/or (d) Provides education and/or consultation to healthcare providers or consumers of healthcare; and/or (e) Provides healthcare in an advanced and/or independent practice role; and/or (f) Designs, conducts, or evaluates research related to nursing; and/or (g) Conducts accreditation/licensing surveys of healthcare institutions; and/or (h) Publishes, edits, or authors for a healthcare publication; and/or (i) Provides leadership in regulatory and other nursing and healthcare organizations. All Regular Members have full voting privileges, are eligible to serve on or chair committees and task forces and serve as an officer or a Board Member.

2. Affiliate Member. An Affiliate Member is a non-RN who has an interest in professional nursing practice and leadership. Affiliate members do not have voting privileges. The Affiliate Member may serve on a committee or task force but may not chair committees or serve as officers or Board Members.

3. Student Member. A Student Member is a Registered Nurse or nursing student who is currently enrolled in an educational program. Student members do not have voting privileges. For a Registered Nurse to have voting privileges, they must become a Regular Member. The Student Member may serve on a committee or task force but may not chair committees or serve as officers or Board Members.

4. Retired Member. A Retired Member is a Registered Nurse who has retired from a leadership position as listed under the Regular Member. All Retired Members have full voting privileges, are eligible to serve on or chair committees and task forces and serve as a Board Member.

B. Establishment of Membership. Membership is established by paying membership dues and meeting membership criteria. Membership dues shall be established annually by the Board of Directors. Failure to pay dues prior to renewal date results in a lapse in membership.

C. Termination of Membership. 1. A member may at any time discontinue their membership. It shall become effective at the end of the period for which dues have been paid. 2. The Board of Directors may suspend or expel any member for cause. The member may request and receive a hearing with the Board prior to final action being taken. 3. Membership of any person who no longer meets eligibility requirements shall be terminated.

D. Reinstatement. Any member whose membership has been suspended or terminated may be reinstated by paying their dues and, if expelled or suspended, with approval of the Board of Directors.

E. Transfer of Membership. Membership in the Corporation shall not be transferable to another person or organization. Membership shall be available to individuals who meet the qualifications established by the Board.

Section 3. Rights. Only members in good standing shall vote on matters submitted to the membership. Each member shall have one (1) vote. Voting by proxy shall not be permitted. Electronic voting may be conducted to the extent permitted by Nevada law.

Section 4. Membership Meetings. An annual meeting of members shall be held on a date established by the Board. Special meetings may be called by the President or a majority of the Board of Directors. Notice of meetings shall be provided at least five (5) business days before a regular meeting and at least forty-eight (48) hours before a special meeting unless waived.

Section 5. Quorum. Twenty percent (20%) of the voting membership in attendance shall constitute a quorum.

Article IV – Board of Directors

Section 1. Authority. The affairs of the Corporation shall be managed under the direction of the Board of Directors in accordance with NRS Chapter 82.

Section 2. Number. The Corporation shall not have fewer than three (3) Board Members, with the exact number established by Board resolution. Initially, the Board shall consist of: President; President-Elect; Immediate Past President; Secretary; Treasurer; Rural Health Representative; Academia Representative.

Section 3. Fiduciary Duties. Board Members shall discharge their duties in good faith; with the care an ordinary prudent person would exercise under similar circumstances; and in a manner reasonably believed to be in the best interests of the Corporation.

Section 4. Terms of Office. A. Elected officers will take office on January 1. B. The newly elected President-Elect will serve a one (1) year term as President-Elect, followed by one (1) year as President, one (1) year as Immediate Past President, for a total commitment of three (3) years as President-Elect, President, and Immediate Past President. C. The remaining Board Members shall serve a two (2) year term. D. Board Members who miss three (3) consecutive regularly scheduled Board meetings without excuse approved by the President may be deemed to have resigned.

Section 5. Vacancies. Vacancies may be filled by majority vote of the remaining Board Members. The appointed Board Member shall serve the remainder of the unexpired term unless otherwise determined by the Board.

Section 6. Resignation, Forfeiture of and Removal from Office. A. A Board Member may resign at any time by giving written notice to the Executive Committee. The resignation shall become effective upon the date specified or upon the receipt of resignation. B. Any Board Member may be removed at any time, with cause, by a two-thirds (2/3) vote of the Executive Committee. Removal shall be either automatic or discretionary.

Article V – Officers

The officers of the Corporation shall consist of: President; President-Elect; Secretary; Treasurer; Immediate Past President. The Board may establish additional officer positions.

A. The President shall: 1. Serve as chairperson of the Executive Committee and Board of Directors; 2. Oversee the activities of the Corporation; 3. Present a report at the annual meeting; 4. Serve as ex officio member of all committees except the Nominating Committee; 5. Perform such duties as may be necessary to coordinate and advance the Corporation's objectives.

B. The President-Elect shall: 1. In the absence of the President, perform all duties and assume all responsibilities of the President; 2. Chair the Bylaws Committee; 3. Perform such duties as may be necessary to coordinate and advance the Corporation's objectives.

C. The Secretary shall: 1. Record and distribute minutes of the business meetings of ONNL; 2. Convene a meeting of the Board of Directors if the office of the President and the President-Elect become vacant; 3. Maintain accurate mailing lists of members, and shall distribute the written announcements of meetings; 4. Perform such duties as may be necessary to coordinate and advance the Corporation's objectives.

D. The Treasurer shall: 1. Monitor and report all financial transactions and investments of the Corporation; 2. Prepare and submit an annual budget; 3. Perform such duties as may be necessary to coordinate and advance the Corporation's objectives.

E. The Immediate Past President shall: 1. Provide continuity and counsel to the Board of Directors; 2. Serve as chair of the Nominating Committee; 3. Perform such duties as may be necessary to coordinate and advance the Corporation's objectives.

Article VI – Elections

Section 1. Nominating Committee. The Immediate Past President shall serve as Chair of the Nominating Committee. The Chair shall appoint additional committee members. The committee shall ensure a fair and equitable nomination process and present a qualified slate of candidates for each elected office.

Section 2. Eligibility for Office. Candidates for elected office shall: be Regular Members in good standing; meet the qualifications established for membership; consent to serve if elected; and demonstrate leadership experience consistent with the mission of the Organization of Nevada Nurse Leaders.

Section 3. Nominations. The Nominating Committee shall solicit nominations from the membership. Additional nominations may be submitted provided the nominee has consented to serve and the nomination is received by the deadline established by the Board of Directors.

Section 4. Election Procedures. Elections shall be conducted annually by electronic ballot unless otherwise determined by the Board of Directors. The ballot shall include all qualified candidates and shall be distributed to all Regular Members in good standing at least thirty (30) business days before the close of voting. Voting shall remain open for a minimum of fourteen (14) calendar days.

Section 5. Election Results. The candidate receiving the highest number of votes for each office shall be declared elected. In the event of a tie vote, the Board of Directors shall determine the successful candidate by majority vote conducted by secret ballot. Election results shall be certified by the Nominating Committee and announced to the membership following certification.

Section 6. Assumption of Office. Newly elected officers and Board Members shall assume office on January 1 following the election unless otherwise specified in these Bylaws.

Section 7. Vacancies Following Election. If an individual elected to office declines or becomes unable to serve before assuming office, the Board of Directors may appoint a qualified Regular Member to serve until the next regular election.

Article VII – Executive Committee

The Executive Committee shall consist of the elected officers and Board Members. The Executive Committee may exercise Board authority between meetings, except that it shall not: amend the Articles or Bylaws; or approve the annual budget unless delegated by the Board.

Article VIII – Board Meetings

The Board shall meet at least four (4) times annually. Special meetings may be called by the President. Notice of meetings shall be provided at least five (5) business days before a regular meeting. Board Members may participate by telephone or electronic communication if all participants can hear one another simultaneously, and such participation constitutes presence in person. A majority of Board Members currently in office shall constitute a quorum. Unless otherwise required by law or these Bylaws, action shall be approved by a majority of Board Members present at a meeting where a quorum exists. Action without a meeting may be taken by unanimous written consent in accordance with NRS Chapter 82.

Article IX – Committees

The Board may establish Standing or Special Task Force committees. Committees may exercise only those powers delegated by the Board.

A. Standing Committees. 1. Committees shall be established by a vote of the Board. Functions other than financial management, strategic planning, and bylaws will be assigned to committees based on the strategic plan. 2. The members of these committees shall be appointed by the Board of Directors, and each will include one (1) member of the Board of Directors.

B. Special Task Forces. Special task forces shall be created by the Board of Directors, and members appointed by the President for specific projects. Upon completion of its project, the special task force shall present a written report to the Board of Directors after which the committee shall be automatically dissolved unless the President directs otherwise. The President will be an ex officio member of all committees except the Nominating Committee.

Article X – Conflict of Interest

The Corporation shall maintain a written Conflict of Interest Policy consistent with IRS Form 990 governance recommendations. Interested persons shall disclose actual or potential conflicts and shall abstain from deliberation and voting when a conflict exists.

Article XI – Finances

The fiscal year of the Corporation shall be the calendar year. The Board shall ensure: accurate accounting records; annual approval of an operating budget; appropriate internal controls; segregation of financial duties where practical; and annual financial review or audit as appropriate. Checks, contracts, and financial instruments shall be executed only by individuals authorized by Board resolution. Two signatures are required on checks above Board-established amount.

Article XII – Indemnification

To the fullest extent permitted by NRS Chapter 82, the Corporation shall indemnify its Board Members and Officers for acts performed in good faith within the scope of their duties. The Corporation may purchase Board Members' and Officers' liability insurance.

Article XIII – Books and Records

The Corporation shall maintain complete and accurate books and records, including: Articles of Incorporation; Bylaws; Board and member meeting minutes; accounting records; membership records, if applicable; and other records as required by law.

Article XIV – Nondiscrimination

The Corporation shall not discriminate on the basis of race, color, religion, sex, sexual orientation, gender identity or expression, age, disability, national origin, veteran status, or any other classification protected by applicable law.

Article XV – Tax-Exempt Provisions

No part of the Corporation's net earnings shall inure to the benefit of any private individual except for reasonable compensation for services rendered. The Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to a candidate for public office. The Corporation may engage in lobbying only to the extent permitted under Section 501(c)(3).

Article XVI – Dissolution

Upon dissolution, all remaining assets shall be distributed exclusively to one or more organizations qualifying under Section 501(c)(3) of the Internal Revenue Code and consistent with the requirements of NRS Chapter 82. No assets shall be distributed to any Board Member, Officer, or private individual.

Article XVII – Parliamentary Authority

The applicable rules contained in Robert's Rules of Order Newly Revised , Latest Edition shall govern parliamentary procedure at meetings of this Corporation on all cases in which they are applicable and in which they are not inconsistent with these Bylaws.

Article XVIII – Amendments

These Bylaws may be amended by a two-thirds (2/3) vote of the members entitled to vote, or by the Board of Directors if the Articles of Incorporation and NRS Chapter 82 authorize Board amendment of the Bylaws. Written notice describing the proposed amendment shall be provided at least thirty (30) business days before the vote.

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