Chapter I: The Council
1. Composition (Constitution, Article V, section 2)
1.1. The Society is guided by an 11-member Council. The President, President-Elect, Vice President, Secretary, Treasurer, and 3 Council
members are elected by the Society's members. The Executive Director, the Managing Editor of the Society's Journals, and the Chair of the Program Committee are also voting members of the Council.
1.2. Appointed officers: Executive Director, Managing Editor of the Society's Journals, and the Chair of the Program Committee.
1.3. For purposes of defining the composition of the Council, the Managing Editor of the Society is defined to include the Managing Editor of all the publications by the Society.
1.4 "The Council may fill any interim vacancy in its elective membership until the end of the next Annual Meeting." (Constitution, VI, 3)
1.5 In cases in which the role of managing editor or chair of the Program Committee is represented by co-editors or co-chairs, each role shall have one vote. The President shall designate at the time of appointment, which co-chair or co-editor shall serve on the Council.
2. Beginning and End of Officers Terms
2.1. The terms of elective officers shall extend for two years measured from the end of the program of the Annual Meeting, except that an officer's term shall in no event expire until his or her successor assumes office. (Constitution, VI, 1).
2.2. The President
(a) The President's term shall begin and he or she shall assume office at the end of the program of the Annual Meeting in the calendar year following his or her election as President-Elect, or immediately upon notification by the Executive Director of his or her succession to the Presidency under one of the conditions in 2.2(b).
(b) "In case of death, resignation, or inability of the President to perform the duties of his or her office, the President-Elect shall immediately succeed him or her and shall be President for the remainder of the term unless that is less than four months, in which case he or she shall serve out the unexpired term and one additional year" (Constitution, VI, 3).
2.3. The President-Elect
(a) The President-Elect's term shall begin and he or she shall assume office when the Election Committee has certified his or her election to the Executive Director.
(b) The President-Elect's term shall end when he or she becomes President as specified in Chapter I, Section 2.2.
2.4. The Vice President, Secretary, and Treasurer
(a) The terms of the Vice-President, the Secretary, and the Treasurer shall begin and they shall assume office when the Election Committee has certified their election to the Executive Director.
(b) The terms of the Vice-President, the Secretary, and the Treasurer shall end when the Election Committee has certified the election of their successors to the Executive Director.
2.5. Members of the Council
(a) The terms of new members of the Council shall begin and they shall assume office when the Election Committee certifies their election and the terms for which they have been elected to the Executive Director.
(b) The terms of outgoing Council members shall end when the Election Committee certifies the election of their successors to the Executive Director.
3. Powers (Constitution, VIII, 2 and 3)
3.1. Subject to limitations specified in the Constitution (VII, 1) "The Council shall be the governing body of the Society with general charge and supervision of its business and interests in accordance with these Bylaws." The Council:
3.2. Receives reports of all officers and committees.
3.3. Adopts and periodically reviews the budget.
3.4. Appropriates Society funds.
3.5. Gives recommendations upon all questions (except the election of officers) to the Annual Meeting.
3.6. Receives an annual audit of Society accounts.
3.7. Gives directions to officers and committees.
3.8. Adopts rules for the regulation of the Society's business.
3.9. In the event of an emergency, which prevents the holding of the Annual Meeting, may exercise all the powers of the Society including the election of officers.
3.10. Creates other committees for stated periods and stipulated assignments.
3.11. Proposes amendments to the Constitution.
3.12. Prescribes rules for the conduct of contested elections (VI, 1).
3.13. Sets the dues for the various categories of Society membership.
3.14. Prescribes conditions for the conduct of referenda on policy questions receiving one-third or more votes at the Annual Meeting.
3.15. Fixes the terms and advises and consents to the appointment of the Executive Director, Managing Editor of the Society's Journals, and chairpersons and members of all other Council and Society committees, except such ad hoc advisory committees as may be established under Chapter IV, section 1.2(h).
3.16. Fills interim vacancies in elective offices until the end of the next Annual Meeting (VI, 2).
4. Meetings
4.1. "The Council shall meet once a year before the Annual Meeting, and oftener at its discretion or on call of the President" (VII, 2). The Council shall normally meet two times a year: (1) during the spring, and (2) immediately prior to the Annual Meeting.
4.2. Committee and Council meetings, if held elsewhere than at the National offices in Sausalito, CA, where facilities, records, and staff exist, shall be held at reasonable, convenient locations which will minimize the travel expenses of members
4.3 Meetings of the Council shall be open to attendance by members of the Society. Members attending Council meetings are entitled to observe, but not participate in the Council's discussion.
5. Quorum
"Six members shall constitute a quorum" (VIII, 2).
6. Presiding Officer
6.1. "The President shall preside at business meetings of the . . . Council" (VIII, 4).
6.2. In the President's absence, a temporary presiding officer shall be chosen by the Council.
7. Voting
7.1. "A majority vote of the members in attendance shall control (the Council's) decisions" (VIII, 2).
7.2. At the direction of the presiding officer, votes shall be taken by voice vote, by show of hands, or by roll call, except that a roll call must be taken if requested by any Council member.
7.3 Votes may be conducted between meetings by electronic means such as email or posting on a secure website. Conduct of such a vote will allow for at least one day for electronic discussion before a vote is taken and will be reported in minutes of the next meeting.
8. Agenda
8.1. The agenda for e ach Council meeting shall be established by the Administrative Committee and shall be delivered at least 14 days in advance to the Council members together with any supporting materials necessary to inform the members of the business to be discussed. In order to prepare for the first meeting of the new Council, the Council shall consult the Administrative Committee in the preparation of an agenda prior to the approval of that Administrative Committee.
8.2. The agenda shall be designed to focus discussion on major policy issues, with business of lesser importance delegated to the Administrative Committee.
8.3. The Administrative Committee shall report to the Council all decisions it has made since the previous Council meeting, and its decisions shall be regarded as official Society action unless specifically disapproved by the Council.
9. Minutes
9.1. The Secretary shall keep the minutes of all Council meetings, including the wording of each motion, the names of the members making each motion, a brief summary of the arguments made and the members making them on each motion, and a record of the action on each motion, including each member's vote on each roll call.
9.2. The Secretary shall, through the National Office, deliver a copy of each Council meeting's minutes to all Council members at least 14 days prior to the next meeting.
9.3. Approval of the most recent meeting's minutes shall be the first order of business at each Council meeting.
9.4. The approved minutes of each Council meeting shall be published in an official journal of the Society.
10. Enactment of Annual Budget
The Council shall enact an annual budget and propose annual dues in such a manner as to (a) state fully all sources of income, including income for restricted purposes; (b) state the approximate costs of each of the Society's major programs; and (c) preserve a balance between projected income and expenditure, including an appropriate amount for contingencies.
11. Appropriation of Funds
11.1. The allocation of funds in the annual budget shall constitute the Council's appropriation of funds.
11.2. The Executive Director shall be responsible for disbursing funds within the terms set by the Council.
11.3. The Administrative Committee is authorized to make internal adjustments in the annual budget and special appropriations from the contingency fund authorized in the annual budget. It shall report on such adjustments and appropriations to the next Council meeting. The Executive Director shall be responsible for disbursing funds within the terms set by the Administrative Committee.
11.4. The Council, at its spring meeting, shall establish Committee budget authorizations for the forthcoming year (July 1 to June 30). Committees are invited by letter from the Executive Director in a timely manner to submit budget proposals. Committees are informed prior to the beginning of the fiscal year of their budget authorization and receive reports on expenditures on request. Disbursements above budgeted levels by Committees will not be made unless approved by the Administrative Committee or the Council.
12. Reimbursement of Expenses Incurred in Society Business
12.1. Reimbursement of the travel and living expenses incurred in the conduct of official Society business shall be only for actual out-of-pocket expenses.
12.2. Out-of-pocket expenses shall, except by special authorization by the Council or Administrative Committee, include:
(a) Tourist or economy air fare (where available), train fare, or mileage and related costs for travel in private automobiles.
(b) Hotel room charges.
(c) Restaurant charges.
(d) Taxi fares.
(e) Tips.
13. Consideration of Proposed New Programs
13.1. Any proposal to the Council for a new Society program shall, except as the Council provides otherwise, include:
(a) A brief statement of the policy issues involved.
(b) A proposed budget presenting the estimated costs of the proposed program.
(c) Suggested sources of funds to support the program.
13.2. The person or persons proposing the new program shall consult the Executive Director prior to the Council meeting at which the program is considered.
13.3. Proposals for new programs shall, unless the Council decides otherwise, be referred to an appropriate Society committee for review and consideration.
14. Other Procedural Rules
Except as ordered otherwise by the Society's Constitution and By-Laws, the Council's procedures shall be governed by the rules set forth in the current edition of Robert's Rules of Order Newly Revised .
Chapter II: Appointive Society Officers and Representatives
1. The Executive Director
1.1. Selection and Tenure
(a) "The Executive Director of the Society shall be appointed by the Council, after it hears the recommendations of the President. (The Executive Director) shall have (a term) fixed by the Council and shall be eligible for reappointment" (VII, 1).
(b) The Council shall appoint the Executive Director for a term of six years.
(c) The salary and other terms of the appointment shall be stipulated in a contract proposed jointly by the President and the person recommended for appointment as Executive Director. The contract shall be presented to the Council and shall become operative when approved by the Council and signed by the President and the person appointed as Executive Director.
(d) At least once every two years, the president, president-elect and treasurer, after gathering comparable data, shall review the salary of the Executive Director and, if they deem it advisable, recommend to the Administrative Committee an increase above the cost-of-living adjustment approved by the Council. The same procedure will be followed in those special circumstances when it is inappropriate for the Executive Director to set the salary of an employee.
1.2. If a vacancy occurs during the Executive Director's term, the President shall, with the advice and consent of the Council, appoint an acting Director to serve until the office is filled.
1.3. Status and Duties
(a) The Executive Director shall be the chief administrative officer of the society.
(b) The Executive Director shall:
1. Have charge of the National Administrative Office;
2. Assist the President and the Administrative Committee in preparing the annual budget;
3. Have custody of the Society's funds, discharge its financial obligations, and arrange for an annual independent audit of the Society's accounts;
4. Formulate plans and policies for the Society and submit them to the Administrative Committee for its consideration;
5. Provide information and assistance to the President, the Administrative Committee, the Council, and to the members of the Society;
6. Prepare an annual report on the activities of the Society for presentation to the Annual Meeting of members;
7. Arrange for the editing and publishing of all publications authorized by the Council; and
8. Perform such other duties as the President, the Administrative Committee, or the Council may direct.
2. The Managing Editor
2.1. For purposes of interpreting Article VI of the Constitution and these by-laws, the Managing Editor of the Society is defined to include the Managing Editor of the Society's Journals and reference to a Board of Editors of the Society shall be defined to include a Board of Editors of the Society's Journals.
2.2. Selection and Tenure
(a) "The Managing Editor shall be appointed by the Council, after it hears the recommendation of the President. The Managing Editor of the Society's Journals) shall have (a term fixed by the Council; and be eligible for reappointment". (VIII, 1).
(b)The President, in consultation with an ad hoc search committee selected by the procedures stipulated in Chapter V, 1.2(h), shall review candidates for the post of Managing Editor of the Society and shall recommend one to the Council for appointment.
(c) It shall be Council policy to appoint a Managing Editor for a total of not more than five years. The Council shall stipulate the salary and other conditions of the Managing Editor's appointment at the time of appointment.
(d) If a vacancy occurs during the Managing Editor's term, the President shall, with the advice and consent of the Council, appoint an acting Managing Editor until the office is filled.
2.3. Status and Duties
(a) The Managing Editor of the Society shall have the final responsibility for the Society's editorial content.
(b) The Managing Editor shall be responsible for deciding how manuscripts for articles, research notes, book reviews, book notes, and communications shall be reviewed; for deciding which manuscripts will be published; for determining the journal's format; for keeping the journal's editorial costs within the limits authorized by the Council; and for reporting annually to the Society's members on the journal's affairs.
3. Chairperson and Chairperson-Designate of the Program Committee
3.1. Selection and Tenure
(a) The President-Elect shall appoint a Chairperson-Designate of the Program Committee for the Annual Meeting to be held during the President-Elect's term as President, to take office on appointment.
(b) The Chairperson-Designate shall become Chairperson of the Program Committee, including membership on the Council, on the first day after the close of the Annual Meeting whose program was organized by his or her predecessor, and terminate at the end of the last day of the Annual Meeting whose program he or she organized.
3.2. Powers and Duties
The Chairperson and Chairperson-Designate of the Program Committee shall, within the rules and guidelines made by the Council, be responsible for the organization of all aspects of the Annual Meeting.
4. American Society of Registered Nurses Representatives to Other Organizations
When the Society is invited to name a Society representative or representatives to other organizations, the President shall, with the advice and consent of the Council, select a nominee for each post.
Chapter III: Constitutional Committees
These shall include all committees and boards established by the Constitution.
1. Administrative Committee
1.1. Composition and Selection (V, 3)
(a)The Administrative Committee shall consist of the Executive Directory of the Society and 3 elected members of the Council.
(b)No appointed officer shall be eligible to serve on the Committee.
1.2. Powers and Duties
The Administrative Committee shall:
a) Call Council meetings in addition to those called by the Council itself whenever in the Committee's judgment such a meeting is desirable.
b) Solicit suggestions for agenda items from Council members and prepare the agenda for each Council meeting.
c) Prepare the agenda for the Annual Business Meeting.
d) Recommend the annual budget for action by the Council.
e) Make special appropriations from the contingency funds under the conditions stated in Chapter III, 11.3.
f) On behalf of the Council, dispose of policy issues deemed of insufficient weight to require decisions by the Council.
g) On its own initiative or as directed by the Council, from time to time commission reviews and evaluations of Society programs and relationships with other organizations.
h) On the recommendation of the President, establish ad hoc advisory committees, advise and consent to the appointment of their members, and fund them by appropriations from the contingency fund.
1.3. Reporting to the Council
a) The Administrative Committee shall deliver to each member of the Council at least one week prior to each Council meeting a written report of its actions taken under 1.2(e) and (h).
b) The Council shall question and discuss any items in this report it chooses, and no action taken by the Administrative Committee under 1.2(e), (f) and (h) shall become Society policy if specifically disapproved by the Council.
2. Nominating Committee
2.1. "After each Annual Meeting the President shall appoint with the advice and consent of the Council and with due regard to geographical distribution and the fields of professional interest, three members to a Nominating Committee of six, to serve for two-year terms; and the President shall designate the chair. The Committee may canvass the membership directly or indirectly for suggestions, and shall submit to the next Annual Meeting one nomination for each elective office to be filled, except the Presidency. These nominations shall be announced to the memberships, by any convenient means, well in advance of the Annual Meeting" (VI, 2). Because the President-elect succeeds to the Presidency after a year, the Nominating Committee does not submit a name for the office of President.
2.2. A prospective candidate for elective office of the Society must become a dues-paying member upon filing for office (Rules, 1.4).
2.3. "Nominations for the office of Treasurer shall be from among members of the Society who, at the time of nomination, are serving as members of the Council or who have completed service during the preceding year" (VI, 5).
2.4. In selecting nominees for elective offices, the Nominating Committee should give due regard to diversity and geographical distribution.
2.5. The Nominating Committee shall make its report to the President no later than April 15. The Chair of the Nominating Committee or his or her designee shall prese nt the Committee's slate of nominees to the Annual Business Meeting.
3. Board of Editors of the Society
3.1. "There shall be a Board of Editors to assist the Managing Editor, and the Council may determine its size, method of appointment, and tenure" (VII, 2).
3.2. The number of members of the Board of Editors shall be fixed by the Council after it hears the recommendations of the Managing Editor.
3.3. Members of the Board of Editors shall be appointed by the Managing Editor with the advice and consent of the Council. The service of members of the Board of Editors shall not extend beyond the service of the Managing Editor who appointed them.
4. Annual Meeting Program Committee
4.1. The number of members of the Annual Meeting shall be fixed by the Council after it hears the recommendation of the Program Chairperson-Designate.
4.2. Members of the Annual Meeting Program Committee shall be appointed by the Council after it hears the recommendations of the Program Chairperson-Designate. They shall serve from the date of their appointment until the close of the official program of the Annual Meeting for which they are responsible. They shall be ineligible to serve consecutive terms.
4.3. The Annual Meeting Program Chair, and the executive director shall meet in the spring of the year before the Annual Meeting to translate the proportions mandated by the Council into a specific allocation of panels. The Society-sponsored groups will have the largest share, and devise any contingency plans. The number of panels at the Annual Meeting shall be limited by the space available at the headquarters hotel.
4.4. No one may participate on more than two panels listed in the program, including the Society's program committee panels, and those of the affiliated groups.
4.5. All participants in the Annual Meeting Program must pre-register by June 1 in order to be listed in the Final Program.
