Constitution

Article I: Name

This Society shall be known as The American Society of Registered Nurses (hereafter referred to as the "Society").

Article II: Purpose

1. It shall be the purpose of this Society to expand the study and practice of nursing, and offer support, representation, education, and distinction.
2. The Society as such is nonpartisan. It will not support political parties or candidates. It will not commit its members on questions of public policy nor take positions not immediately concerned with its direct purpose as stated above. But the Society nonetheless actively encourages in its membership and its journals, research in and concern for significant contemporary health, medical, and related social problems and policies, however controversial and subject to partisan discourse in the community at large these may be. The Society shall not be barred from adopting resolutions or taking such other action as it deems appropriate in support of nurses freedom and of freedom of expression by and within the Society, when in its judgment such freedom has been clearly and seriously violated or is clearly and seriously threatened.

Article III: Membership

The Society shall consist of six (6) classes of members: Full Members, Associate Members, International Members, Student Members, Retired Members, and Disabled Members.

1. Full Members. Any licensed Registered Nurse presently working within the United States, its territories, or Canada automatically qualifies for a Full Membership. Voting rights and privileges: Full Members shall be accorded full voting rights and privileges.
2. Associate Members. Any Registered Nurse that is no longer working in the profession, but formerly worked as a licensed RN within the United States, its territories, or Canada and left in good standing qualifies for an Associate Membership.
   Voting rights and privileges: Associate Members may vote.
3. International Members. Any Registered Nurse that has a license or its equivalent from a non-U.S. licensing authority and demonstrates honorable standing in the profession in the locale in which they are licensed qualifies for an International Membership.
   
   Voting rights and privileges: International Members may vote.
   
4. Student Members. Any student that is engaged in the study of nursing and has completed at least two years of undergraduate work, and is currently taking a minimimum of twelve (12) semester hours in nursing courses from an accredited nursing school qualifies for a Student Membership. Student Memberships are valid for a maximimum of four (4) years.
   
   Voting rights and privileges: Student Members may not vote or hold office.
   
   
5. Retired Members. Any Registered Nurse that is at least 62, has retired from nursing and has a mimimum of three (3) years as a Full Member qualifies for a Retired Membership.
   
   Voting rights and privileges: Retired Members shall be accorded full voting rights and privileges.
   
6. Disabled Members. Any Registered Nurse that has become unable to work due to an injury qualifies for a Disabled Membership. A statement by the Registered Nurse is acceptable.
   
   Voting rights and privileges: Disabled Members shall be accorded full voting rights and privileges.
   
7. Privileges of Members. Each member shall be entitled to a all publications, articles, awards, fellowships, events, attendance at conventions, upon payment of such registration fee as the Council may approve, and shall be entitled to attend the Annual Meeting of the Society.

Article IV: Bill of Rights of Members

1. All Full Members shall have the right to vote, to hold office, and to secure fair consideration for governance appointment in the Society.
   
2. All Full Members, Associate Members, International Members, Student Members, Retired Members, and Disabled Members shall be treated with respect and without discrimination on the basis of race, national or ethnic origin, religion, gender, gender identity, or sexual orientation, age, mental or physical disability. This does not preclude the Society from fulfilling its obligation to carry out activities or programs that have as their goal the amelioration of conditions that may restrict Members from full participation in the Society or its activities and programs.
   
3. Any individual Member or group of individual Members who believe their Rights as Members of the Society, as herein specified, or any other rights, have been abridged by actions taken by an element of the Society's governance structure or any employee or employees of the Society may seek such remedies as may be provided under procedures established by the Council.

Article V: Officers

1. The officers of the Society shall be as follows: a President, a President-Elect, a Vice-President, a Secretary, a Treasurer and 3 Council Members, all of whom shall be elected officers and who shall represent the Society in its corporate capacity. In addition, there shall be an Executive Director of the Society, a Managing Editor of the Society's Journals and such other appointive officers and committees as hereinafter provided for.
   
2. The elective officers, together with the Executive Director, the Managing Editor, and the Chair of the Program Committee, shall constitute the Council of the Society. Ex-Presidents of the Society, and upon invitation of the President, the chair of any committee of the Society and nominees to the next year's Council, may attend meetings of the Council and participate in its discussions but have no vote.
   
3. The Executive Director and 3 elected members of the Council shall constitute the Administrative Committee of the Council.
   
4. In the event that the President shall not serve out a term for any reason, the President-Elect shall succeed to the unexpired remainder thereof and continue through his/her own term. In the event that the President-elect shall not be able to serve out a term, both a President and a President-elect shall be nominated and elected at the time of the next election and shall assume office by declaration of Council on January 1 of the year following his/her election.
   
5. In the event that both the President and the President-elect shall be unable to serve, the Board of Directors shall elect one of its members to serve as presiding officer of the Society, the Board of Directors, and Council.

Article VI: Elective Officers

1. The elective officers, except the President, shall be chosen by vote of the members of the Society attending the Annual Meeting, a quorum being present, provided that whenever there is a contest for any elected office or offices such elections shall be conducted by mail ballot of the entire individual membership. In the latter event the Executive Director shall distribute ballots within thirty (30) days following the Annual Meeting and under such other conditions as the Council may prescribe, and he or she shall count only ballots returned within thirty (30) days following distribution; each contested election, except as specified below for the President-Elect, shall be determined by a plurality of those voting on the particular office; if the number of nominees for the set of vice-presidencies or for Council membership exceeds the number of offices constitutionally to be filled, all such nominees shall appear on the mail ballot, members shall be entitled to vote for a number equal to the number of offices in the set, and the nominees ranking highest in the poll, in a number equal to the number of offices, shall be declared elected. The President-Elect shall be chosen by the above method only if there are two and only two nominees for the office. Should there be three or more nominees for President-Elect, ballots for that office shall be so designed as to enable members to designate their rank-ordered preferences by placing numbers beside the names of the nominees. If no nominee receives at least fifty-percent-plus-one of the first preferences, other preferences shall be added from the first-preference ballots of each eliminated nominee according to the standard method of the alternative vote system, which shall be prescribed by the Council in advance of nominations, until one nominee receives at least fifty-percent-plus-one of the aggregated preferences and is declared the winner. The President-Elect shall automatically succeed to the office of President upon the completion of the President's term, or upon the occurrence of one of the contingencies provided for in section VII of these Articles. 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. The term of the Treasurer shall also extend for two years, similarly calculated.
   
2. 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 he or she 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 membership, by any convenient means, well in advance of the Annual Meeting. Additional nominations, sponsored by at least 10 members of the Society, may be offered from the floor at the Annual Meeting, upon 24 hours advance notice to the Secretary.
   
3. 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. In case of an interim vacancy in the office of President-Elect, the Nominating Committee shall forthwith proceed to nominate and the Council shall elect a new President-Elect to serve until the end of the next Annual Meeting. Actions to fill a vacancy may in case of need be taken by mail, telegraph, or telephone, without a meeting. At the next Annual Meeting the Society shall confirm the Council's action by electing the President-Elect to the office of President or instead may elect another member as President, or may take such other action as in its discretion the situation may require, to the end that there shall be in office at all times both a President and a President-Elect. The Council may fill any interim vacancy in its elective membership until the end of the next Annual Meeting.
   
4. The elective officers shall be eligible to succeed themselves in office.
   
5. Nominations for the office of Treasurer should 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.

Article VII: Appointive Offices

1. The Executive Director of the Society and the Managing Editor of the Journals shall be appointed by the Council, after it hears the recommendation of the President. They shall have terms to be fixed in each case by the Council; and they shall be eligible for reappointment.
   
2. There shall be a Board of Editors of the Journals to assist the Managing Editor, and the Council may determine its size, method of appointment, and tenure.
   
3. The Council may establish other offices, boards and committees, as the business of the association may require, define their tasks and powers, and fix their terms and methods of appointment.

Article VIII: Management of Society and Duties of Officers

1. The membership of the Society duly assembled in the Annual Meeting or in a special meeting called shall consider policy questions brought to it, and may vote to confirm, revise, or repeal the action of the Council, or any officer. Whenever one-third or more of those present and voting at the Annual Meeting vote to repeal, revise, or substitute the judgment of the Meeting for an act or recommendation of the Council or of any officer, the question shall be submitted to the entire membership in a mailed, secret ballot under conditions prescribed by the Council and shall be determined by a majority of those voting by mail on the question. One hundred members shall constitute a quorum for the Annual Meeting. The Society shall meet annually at a time and place designated by the Council. The Council and the officers shall make every effort to acquaint the members with the business of the Society and with the issues involved in the agenda of the Annual Meeting or in a ballot by mail, and to provide sufficient time at business meetings for deliberations and votes.
   
2. Subject to the foregoing, the Council shall be the governing body of the Society and have general charge and supervision of its business and interests in accordance with this Constitution. The Council shall meet once a year before the Annual Meeting, and oftener at its discretion or on call of the President. Six members shall constitute a quorum, and a majority vote of the members in attendance shall control its decisions. The Council may call special meetings of the Society. It shall receive reports of all officers and committees; adopt the budget and appropriate money; and give its recommendations upon all questions (except the election of officers) to be presented to the Annual Meeting. It shall receive an annual audit of the Society's accou nts. It may give directions to officers and committees, and adopt the rules for the regulation of the Society's business. In the event of an emergency, which prevents the holding of the Annual Meeting, the Council may exercise all the powers of the Society including the election of officers.
   
3. The President shall preside at business meetings of the Society and the Council. Except as may be otherwise provided, he or she shall appoint all committees of the Society. He or she shall see to it that the business of the Society is faithfully transacted.
   
4. The Secretary shall approve and have custody of the minutes of business meetings, of the Council and of the Society; and he or she shall report the actions of the Council to the Annual Meeting.
   
5. The Treasurer shall review and approve the arrangements for the receipt, custody, and disbursement of Society's funds, and for keeping the Society's accounts. He or she shall arrange for the annual audit, and present the auditor's report to the Council. He or she shall report the Society's financial condition to the Annual Meeting. He or she shall review the Society's investments and make recommendations of investment policy to the Council. He or she shall seek to advance the interests of the Society in adding to its financial resources.
   
6. The Managing Editor of the Society's Journals shall edit and publish the Journals, with the advice and assistance of the Board of Editors, and report its affairs to the Council.
   
7. The Executive Director shall be the chief executive officer of the Society and transact its business. He or she shall have charge of the central office of the Society. He or she shall formulate plans and policies for the accomplishment of the Society's objectives, and upon the approval of the Council shall be responsible for their administration. All appointive committees shall look to him or her for advice and assistance in their work. He or she shall have custody of the Society's funds, discharge its obligations and maintain its accounts. He or she shall make an annual report to the Council and consult with the President as questions of policy currently arise.
   
8. The Treasurer of the Society shall be a Member of the Society, elected by the immediately previous Council following nominations. The Treasurer shall take office for a term of three years, beginning at the end of the fiscal year during which his/her election is announced. During the term of office, the Treasurer shall serve as senior financial officer of the Society and shall perform such other duties as may be prescribed in this Constitution. The Treasurer shall have authority to sign checks and drafts on behalf of the Society for disbursement of funds for duly authorized purposes of the Society as provided by Bylaws or by vote of Council. He/she shall deliver an audited report for each fiscal year to the Finance Committee. The Treasurer shall chair the Finance Committee and serve ex officio, without vote, on the Publications and Communications Board. In the case of the death or incapacity of the Recording Secretary, the Treasurer is authorized to perform the duties normally assigned to the Recording Secretary.
   
9. Other committees may be created, for stated periods and stipulated assignments. They shall report to the Council and thereupon be discharged. Unless specifically approved by the Society or the Council for that purpose, their reports shall not be deemed to state the views of the Society nor commit it in any way.

Article IX: Liability of Directors, Officers, and Employees

1. The Members shall be indemnified and held harmless by the Society.
   
2. All Board officers, Directors, and employees shall be indemnified and held harmless by the Society.

Article X: Corporate Seal

The corporate seal of the Society shall be:

Article XI: Resolutions

Resolutions may be proposed by any member of the Society under conditions prescribed by the Council. All resolutions shall be referred to the Council for its recommendations and approvals. Notice of this provision shall be given to the members of the Society in advance of the Annual Meeting. Whenever one-third or more of those present and voting at the Annual Meeting vote in support of any resolution, the question shall be submitted to the entire membership in a mailed secret ballot under conditions prescribed by the Council and shall be determined by a majority of those voting by mail on the question.

Article XII: Amendments

1. Amendments to this Constitution may be proposed by the Council or by fifty (50) members of the Society. All proposed amendments should be transmitted to the Council for recommendations on those amendments originating outside the Council.
   
2. The Council shall have any proposed amendment printed in an official publication of the Society prior to the next Annual Meeting. The Council shall then place the proposed amendment on the agenda of the Annual Meeting. The Annual Meeting may accept or reject the proposed amendment with or without further amendments to it. Within thirty (30) days the Council shall submit amendments supported by at least forty percent of those members present and voting at the Annual Meeting to the entire membership for vo te by mail ballot. Ballots must be returned within thirty (30) days to be counted. A proposed amendment shall be ratified if approved by a majority of those voting. An amendment shall take effect immediately upon ratification unless the amendment itself provides otherwise.