The Organization shall be known as the West Virginia Organization for Nursing Leadership, Inc. (WVONL); hereafter referred to as WVONL. WVONL became incorporated April 30, 1990. The purpose of the incorporation was to provide statewide education to its members.
Section 1.1. MISSION AND VISION
1.1.1. Mission: To shape health care in West Virginia through innovation, expert leadership, and collaborative partnerships.
1.1.2. Vision: West Virginia Nursing Leadership-one voice advancing health.
Section 2.1. CORPORATE STATUS
The WVONL is established as a not-for-profit tax-exempt corporation to accomplish the mission, vision, goals, and strategies of the organization.
Section 3.1. MEMBERSHIP ELIGIBILITY
3.1.1. Full Members: Registered Nurses (RN) who support the vision, mission, and goals of WVONL and have served or is holding an organizational role of administration/management who are accountable for strategic, operational, and/or management outcomes in sites where healthcare is delivered, faculty in graduate nursing administration programs, including deans and of professional nursing journal editors, and educators. Full Members are also Registered Nurse (RN) leaders or RNs who are aspiring nurse leaders in healthcare settings, academia, health care-related businesses or elsewhere, including professionals who are staff nurses, charge nurses, nurse coordinators and nurse managers who aspire to nurse leadership roles.
3.1.2 Student Members: Student Members of WVONL are: Full time United States nursing students. Student Members may attend WVONL business and educational meetings but will not be considered Full Members and will not have any voting rights or any of the other rights of Full Members.
3.1.3 Retired Members: Retired members shall be any full WVONL member who is retired from the profession with an unencumbered West Virginia RN license and has maintained WVONL membership. A retired member shall be entitled to all rights and privileges of a full member.
Section 3.2. ESTABLISHMENT OF MEMBERSHIP
Membership in WVONL shall become effective upon formal application for membership and payment of dues.
Section 3.3. TERMINATION OF MEMBERSHIP
3.3.1 A member may at any time file a resignation from the WVONL in writing to the Membership Chair. It shall become effective upon acceptance by the Board of Directors.
3.3.2. Loss of Eligibility
126.96.36.199. Non-payment of dues. Any member not paying dues by the end of the yearly membership period.
188.8.131.52. Loss of licensure: Any member who loses his or her license to practice nursing in the State of West Virginia. This statement is not applicable for Student or Retired members.
Section 3.4 DEFINITIONS
For these Bylaws, the term “healthcare organization” is defined as a facility that provides primary care, occupational health care, school health programs, acute care, sub-acute care, ambulatory/outpatient care, skilled care, extended care, long-term care, chronic care, rehabilitation, home care, and/or hospice care. In addition, any organization that provides health care service to patients.
Section 4.1 ANNUAL MEMBERSHIP DUES.
4.1.1 Annual Membership dues cover a period of twelve (12) months and are due upon notification by the Chair of the Outreach and Membership Committee. The Board shall determine membership dues of WVONL. Notification of proposed increase in dues initiated by the Board shall be forwarded to the full and retired members for vote.
4.1.2 The Board shall give members 60 days advanced notice of an increase of the dues amount. No portion of the dues shall be refundable if a member chooses to terminate membership.
Section 5.1. NUMBER OF MEETINGS
The WVONL shall meet at least annually. The Board and the President shall determine number of meetings and events based on the needs of the members and organization
Section 5.2. ANNUAL MEETING
There shall be an annual meeting of the WVONL. The Board shall designate the time and place of the annual meeting, notifying the members at least 90 days in advance of the event.
Section 5.3. SPECIAL MEETINGS
The Board or President may call additional meetings. The Board or President shall notify members of the special event at least 30 days prior to the meeting to ensure participation.
Section 5.4. NOTICE OF MEETINGS
The President shall notify the membership by e-mail of meetings no less than 30 days prior to the date of the meeting.
Section 5.5. ORDER OF BUSINESS
Robert’s Rules of Order (current version) shall govern the order of business for annual and special meetings.
Section 5.6. VOTING
5.6.1 Voting by e-mail shall be permitted.
5.6.2 Matters submitted to vote shall be determined by majority vote of members present and voting, except as provided elsewhere in the by-laws.
Section 5.7. MEMBERSHIP QUORUM
A quorum shall consist of 10 percent (10%) of the members eligible to vote. The Board shall validate the quorum prior to calling for a vote.
The WVONL shall have an elected Officers and Board of Directors which have the authority to govern the chapter at the direction of its membership. The Officers, hereafter will be referred to as “Officers” and the remaining Board as “Board of Directors.” The Officers and Board of Directors comprise the complete “Board.”
The Board is charged with:
Section 6.1. ELIGIBILITY
6.1.1 Any voting member in good standing shall be eligible to hold a position as an officer or as a board member.
6.1.2 The President and President-Elect shall be nurses in leadership practice and active members of AONL upon installation.
Section 6.2. COMPOSITION
6.2.1 The officers of the WVONL shall be President, President-Elect, Secretary, Treasurer, and Treasurer-Elect who shall be elected by the membership of the WVONL and comprise the working officers team.
6.2.2 There shall be a Board of Directors consisting of the officers and seven Directors, one of whom will be the Immediate Past President.
6.2.3 At the discretion of the elected Board and Officers, members can be appointed to the Board to represent special interests and diversification, up to four (4) appointed positions to align with AONL. They will be non-voting members. The appointments will be for one (1) year open to reappointment to meet the goals of the organization.
Section 6.3 ELECTION AND TERM
184.108.40.206 Officers shall be installed at the Fall Conference and shall assume their duties on January 1st of the following year. They shall serve for a term of two years.
220.127.116.11 Elected Directors shall be installed at the Annual meeting in the Fall and serve for a term of three years. Their term begins on January 1st of the following year.
18.104.22.168 There shall be six (6) elected directors serving terms of 3 years. Two (2) directors will be elected each year so that the terms of office are staggered and will ensure continuity of the Board.
22.214.171.124 No officer or director may serve more than ten (10) consecutive elected years in any one office or combination of offices.
6.3.2 Elections The election of officers and board members shall be conducted by e-mail following approval of the ballot by the Board. The completed ballot, together with the resume outlining the background and experience of each candidate, shall be e-mailed to each member. The list of candidates and standard biographical data shall be mailed or e-mailed to each member of WVONL on or about September 15th and should be returned to the Chair of the Nominations Committee on or about October 15th. Results of the election will be announced at the annual business meeting by the President to the members. In case of a tie vote, the Board shall determine the choice.
6.3.3 Vacancies If a member of the board resigns or no longer is eligible for membership, appointment to the Board by the President to fill the vacancy. This appointee will serve in the position for the remainder of the existing term.
Section 6.4. DUTIES
The president shall be the chief executive officer of the WVONL. The president shall preside at all meetings. It shall be the president’s duty to complete the following duties:
The president-elect shall, in the absence of the president, perform all duties
and assume all responsibilities of the president. The President-elect shall:
The secretary shall prepare the minutes of all meetings of the WVONL, including Officers, Board, and membership meetings, which shall be available to the members for inspection. In the event the secretary is unable to attend a business or board meeting, a member of the Board will be appointed secretary pro tempore for the purpose of recording minutes of that meeting. The secretary shall maintain all documents as it relates to the historical information of the organization. The Secretary shall complete the following duties:
The chapter treasurer has the primary responsibility for the management and control of all money. The job requires close coordination with the president in dispersing funds. The treasurer shall collect and maintain an accurate accounting of funds and shall perform such other duties as may be necessary to coordinate and advance the WVONL’s goals and objectives. The treasurer is responsible for maintaining the WVONL bank account, certificate of deposits (CDs), and exempt status. For all disbursements, an invoice is required. The treasurer shall document the reason for the disbursement so that an audit trail is maintained.
The treasurer shall perform the following duties:
6.4.5 Treasurer Elect’s Initial Year
6.4.6 Board of Directors
The Board of Directors shall meet in person or virtually not less than three times a year, upon receipt of formal notice from the President or Secretary. The President, with the approval of the Board, may call additional meetings.
The Board of Directors shall have authority to make policy decisions for the
WVONL between meetings. The duties of the Board of Directors are:
6.4.7 Immediate Past President
The Immediate Past President shall serve as a member of the Board of Directors for a two-year term. The position will be to provide continuity and expertise. Duties are:
Section 6.5. ATTENDANCE
Unexcused absence of two consecutive meetings shall constitute loss of officer and board position.
Section 6.6. QUORUM
A quorum shall consist of a majority of the Board.
Section 7.1. STANDING COMMITTEES
7.1.1 There shall be three (3) Standing Committees: Governance, Programs, and Outreach and Membership Committee
126.96.36.199 Each Committee shall include a member of the Board of Directors. The Board member of the Committee shall serve as the chairperson and appoint members of each committee
188.8.131.52 If a vacancy should occur, the President shall fill such vacancy by appointment. All standing committees shall submit annual reports and such interim reports as may be requested by the President
184.108.40.206 All reports and minutes of the committee work are to be turned over to the new chairperson at the annual meeting or at least 30 days prior to January 1.
7.1.2 Governance Committee
220.127.116.11 The Governance Committee must ensure that the chapter bylaws are in
alignment with AONL; completing research and drafting so that the
proposals will be available well in advance of the annual members
18.104.22.168 The Board shall submit names of potential members to serve on the
Governance Committee. Each member selected to the Governance
Committee shall be contacted by the Chair. Members of the committee
shall not be barred from becoming nominees for office. If elected to office,
they shall resign from membership on the Governance Committee. In the
event of a vacancy on the committee, the Board shall appoint a member
in good standing to complete the unexpired term. Members shall serve for two years. The chairperson of the committee shall be the Board Member. The Bylaws & Nominations Committee must begin work of identifying potential future chapter directors and officers and sounding them out about their availability and interest.
22.214.171.124 The Governance Committee shall review and/or revise the bylaws on an annual basis and to recommend changes to the Board as necessary to meet the goals/objectives of the WVONL when approved by the Board, the committee’s proposed amendment will be sent to the membership for vote. A review of changes shall be presented at the Annual meeting.
126.96.36.199 The Governance Committee shall oversee the nominations process for the organization. (See 188.8.131.52 below)
184.108.40.206 The Governance Committee shall collaborate with the President, officers, and board members for WVONL’s strategic plan. This plan shall be reviewed annually and revised as necessary to stay current.
220.127.116.11 The Governance Committee shall collaborate with the Officers and Board and membership to have strategies for succession planning
7.1.4 Slate of Candidates
18.104.22.168 The Governance Committee shall prepare a slate of candidates for officers and Board of Directors in accordance with Article VI, Section 6.3 of these Bylaws. All candidates must be members in good standing and disclose conflicts of interest. Any member of the WVONL may recommend a candidate for consideration by the Governance Committee. To assure appropriate distribution of Information related to acceptable candidates, such recommendations shall be sent to the Committee no later than July 15th. A notice of slate preparation to the general membership shall be sent on or about September 15th.
22.214.171.124 The Governance Committee shall have at least one (1) meeting annually and may be conducted in person, virtually, via e-mail or by telephone.
7.1.3 Programs Committee
The President-elect serves as the Chair of the Programs Committee and is responsible for collaborating with the committee to develop the annual conference. In addition, the Program Committee is responsible to lead initiatives and develop programs within WVONL that will empower nurse leaders both at the bedside and the executive level.
126.96.36.199.1 The duties of the Programs Committee shall be to develop programs and activities that promote the goals/objectives of the WVONL.
188.8.131.52.2 Duties include, but are not limited to arrangements for topics, speakers, facilities and equipment, budget requests to the Officers and Board, CEU, mailings, and tabulation of evaluations. The President-elect collaborates closely with the President and Treasurer to ensure financial coverage of expenses.
184.108.40.206.3 The duties of the Programs Committee include developing, and implementing programs that align with the organization’s mission, vision, values, and strategic plan.
Meetings shall be called at this discretion of the chairperson and shall be of such frequency and duration to accomplish the responsibilities of the committee. Meetings may be conducted in person, virtually, via e-mail, mail, or telephone.
7.1.4. Outreach and Membership Committee
The Outreach and Membership Committee is responsible for organizing a plan to attract/ recruit new members and retain current members.
220.127.116.11.1 Responsible to lead initiatives within WVONL that establish and maintain WVONL’s on-line presence.
18.104.22.168.2 Develop and maintain the WVONL website and all social media accounts.
22.214.171.124.3 Investigate and recommend ways to support current and future members through scholarship
126.96.36.199 Meetings. There must be at least one meeting annually and may be conducted in person, virtually, via e-mail or telephone.
7.1.5 Ad Hoc Committees
Ad Hoc Committees may be appointed by the President for special projects as authorized by the Board. The Board shall determine the term of office for members. Ad Hoc Committees shall submit interim written reports of their activities to the President and upon completion of the project shall present a final written report with conclusions and recommendations to the Board.
Section 8.1. National Organization
WVONL will maintain a liaison with the American Organization for Nursing Leadership (AONL) by serving as an Affiliate organization.
Section 8.2. State Organizations
WVONL will maintain a close relationship with the West Virginia Hospital Association (WVHA), WV Board of Nursing, West Virginia Nurses Association (WVNA), the West Virginia Center for Nursing (WVCN), the Association of Deans and Directors of Nursing Education (ADDNE), and the Future of Nursing WV.
Section 9.1 The Board may amend these bylaws at any time to ensure the bylaws are current and supporting the mission of WVONL. After the Board has amended the bylaws, the Chair of the Governance Committee will review the changes with members of the committee for approval. When there are changes that the Governance Committee recommend, the revised version goes back to the Board for approval and then to the membership for a final vote. This communication and voting can be completed by email.
Section 10.1 Whenever an Officer or Director has a financial or personal interest in any matter coming before the board of directors, the affected person shall (a) fully disclose the nature of the interest; and (b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the organization to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
Section 11.1 WVONL may be dissolved only with authorization by its Board of Directors given at a special meeting called for that purpose and with subsequent approval by a two-thirds (2/3) vote of the voting members. Upon dissolution or other termination of WVONL, all remaining assets of WVONL, after payment in full of all its debts, obligations, and necessary final expenses, or after the making of adequate provision, therefore, shall be distributed to such tax-exempt organizations (with purposes similar to those of WVONL) and shall be chosen by the then existing Board of Directors of WVONL.