ARTICLE 2: SEAL
The Board of Directors may provide a corporate seal, but the lack of a seal on Association documents shall not affect the validity of any document properly executed on behalf of the Association.
ARTICLE 3: TAX STATUS, INCORPORATION AND OBJECTIVES
The Association is organized and incorporated under the laws of The State of New Mexico to operate as an exempt business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or similar provision of any future revenue law), (the “CODE”). The Association is primarily dedicated to promoting the professional and educational advancement of Certified Registered Nurse Anesthetists, which shall include, but are not limited to:
- Elevating nurse anesthesia education standards.
- Promoting continual high quality patient care.
- Developing and promoting standards of practice in the field of nurse anesthesia.
- Facilitating effective cooperation between nurse anesthetists, anesthesiologists, and other members of the medical profession, the nursing profession, hospitals, and agencies representing a community of interest in nurse anesthesia.
- Collaboration with the American Association of Nurse Anesthetists.
- Advancing the science and art of anesthesia.
- Providing opportunities for continuing education in anesthesia.
- Providing members with information and direction pertaining to government (State and Federal) policy as it imports on anesthesia in general and nurse anesthesia in particular.
ARTICLE 5: OFFICERS
Section 1. The officers of this Corporation shall be a President, Vice President, Secretary, and Treasurer.
Section 2. Officers shall serve a two year term or until their successor is elected.
Section 3. Duties of Officers: Officers shall perform the duties prescribed by these bylaws; perform those duties as usually pertain to their respective offices; and perform those duties prescribed by the Board of Directors.
A. The President shall:
- Preside at the meetings of this Association and the Board of Directors.
- Appoint standing committees, except the nominating committee and special committees subject to the approval of the Board of Directors.
- Be a member ex-officio of all committees, except the nominating committee.
- Prepare and read at each annual meeting of the New Mexico Association of Nurse Anesthetists a report of the work of the year.
- Approve bills, either verbally or written, before payment is made.
- Notify members of the Board of Directors of meetings of the Board.
- When feasible, represent this Association at the annual meeting of the AANA.
- Keep the President-elect informed of Association affairs.
B. The Vice President shall:
- Assume the duties of the President in the event of the latter’s inability to serve.
- Be responsible for the upkeep and updating of the association website, or as appointed.
C. The Secretary shall:
- Keep the minutes of the meetings of this Association and the Board of Directors.
- Notify officers of their election and members of their committee appointments.
- Notify members of meetings.
- Send the Executive Director of the American Association of Nurse Anesthetists and editor of “El Sol” the names and addresses of Officers, and Directors after their election, names of committees after their appointment and reports of meetings or other activities.
- Send copies of important correspondence and information regarding matters of general business of this Association to the President.
- Keep an alphabetical list of members and their addresses.
- Send welcome letter to new members based on quarterly AANA membership lists.
- Send quarterly updates to membership, or as appointed.
D. The Treasurer shall:
- Receive monies of this Association, pay bills, and disburse funds as directed by the Board of Directors and approved by the President.
- Deposit funds as designated by the Board of Directors.
- Prepare an annual budget for the Association.
- Prepare a report for the annual meeting.
- Chair the Finance-Audit Committee.
- See that the records of the Association are audited biannually by an independent accountant/auditor.
- Manage diligently the investments of the Association and make recommendations to the Board of directors on long and short term goals.
E. The Past-President shall:
- Serve as editor of the “El Sol” newsletter, or as appointed.
ARTICLE 4: MEMBERSHIP
Section 1. Members
The Association shall be a membership organization with only one (1) class of members.
The “Members” shall be those persons who are :
- licensed by the New Mexico Board of Nursing as Registered Nurses and certified as Certified Registered Nurse Anesthetists pursuant to the Nurse Practice Act of the State of New Mexico;
- members of the American Association of Nurse Anesthetists who have paid their membership dues in full for the current year as required by the American Association of Nurse Anesthetists; and
- qualified for membership in accordance with any other requirements set forth in the Bylaws of the Association.
Section 2. Meetings of the Membership
A. Annual Meeting. The annual meeting of the members shall be held each year on date selected by the Directors for the purposes of: receiving the election results for Officers and Directors of the Association, receiving reports of Officers and Standing Committees, and for any other business to come before the Association. In the event that such annual meeting is omitted by oversight or otherwise, the Board of Directors shall cause a meeting in lieu thereof to be held as soon thereafter as may be convenient. Any business transacted shall be as valid as if transacted or held at the annual meeting. Such subsequent meeting shall be called in the same manner as provided above.
B. Special Meetings. Special meetings of the members may be called by the President, or the Secretary, or a majority of the Board of Directors, or a majority of the members of the Association.
C. Notice of Membership Meetings. The President or Secretary shall designate the date, time, place, and object of any membership meeting. Notice shall be given to all members by an Officer or a designated Member of the Association, either personally, by mail, or by electronic mail not less than ten (10) nor more than fifty (50) days prior to the date of the meeting. The notice shall be given to each member of record at the member’s address or e-mail address as it appears on the membership files of the Association, unless the member shall have filed with the Secretary of the Association a written request that notice intended for the member be mailed to some other address designated in such request.
D. Quorum. At any meeting of the membership, five percent (5%) of all members, represented in person, shall constitute a quorum, but a lesser interest may adjourn any meeting, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the Active membership represented shall decide any question brought before such meeting. If the question is one upon which by express provision of the law or of the Articles of Incorporation or Bylaws of the
Association, a larger or different vote is required in which case express provisions shall govern and control the decision of such question.
E. Annual Dues. Annual dues for each member shall be due and payable to the American Association of Nurse Anesthetists (AANA) on or before the date established by the AANA.
ARTICLE 7: ELECTION OF OFFICERS AND DIRECTORS
Section 1. General.
Unless otherwise provided by resolution by the Board of Directors of the Association and otherwise in accordance with Section 53-8-15 of the Nonprofit Corporation Act of New Mexico, elections shall be held by mail ballot. Only active members shall be eligible for nomination.
Section 2. Ballot mailing.
Ballots shall be mailed to members at least four (4) weeks prior to the annual meeting and shall be marked and returned to the Secretary of the Association not later than one (1) week prior to the annual meeting. In the event of a tie vote by mailed ballot, the tie may be broken by written ballot at the annual meeting by a majority vote of those members present, provided there is a quorum.
Section 3. Candidate consent.
Written or electronic mail consent of a candidate must be obtained before their name may be placed on a ballot. Additional nominations, with nominee’s written or electronic mail consent may be sent to the chairman of the nominating committee, postmarked no later than the first day of the second month preceding election of officers.
Section 4. Ballot content.
The ballot shall contain the names of Directors as stated in Article 6. Section 1. herein.
ARTICLE 8: CHECKS, DRAFTS, FINANCIAL INSTRUMENTS AND FISCAL YEAR
All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Any expenditure greater than $200.00 shall be approved by the treasurer and one officer and one director.
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.
The fiscal year for NMANA shall be from January 1st to December 31st.
ARTICLE 9: PARLIAMENTARY AUTHORITY
The parliamentary writings of General Henry M. Roberts “Roberts Rules of Order”, most recently revised, govern the Association in all cases not covered by these Bylaws, the Articles of Incorporation, or any special rules adopted by the Association.
ARTICLE 10: AMENDMENTS
The Bylaws of the Association may be altered, amended, or repealed, in whole or part, or new Bylaws may be adopted by the Board of Directors of the Association, provided, however, that notice of such alteration, amendment, repeal, or adoption of new Bylaws be contained in the notice of such meeting of the Board of Directors. All such amendments must be approved by an affirmative vote of at least two-thirds (2/3) of the entire Board of Directors then in office at a duly noticed meeting of the Board of Directors.
ARTICLE 1: NAME AND ASSOCIATION
The name of this not-for-profit corporation is the New Mexico Association of Nurse Anesthetists, Inc. hereinafter referred to as the Association.
The Board of Directors of the Association may designate the principal office of the Association in the State of New Mexico and such other offices as the business of the Association may require from time to time.
The Association is the officially recognized affiliate of the American Association of Nurse Anesthetists (AANA) in the State of New Mexico as mandated by the American Association of Nurse Anesthetists on September 26, 1980.