Effective: May 31, 2005

Bylaws of the Tennessee Society of Perianesthesia Nurses

ARTICLE I

Name

Section 1.1 Name.  The name of the professional organization shall be Tennessee Society of Perianesthesia Nurses (TSPAN), hereinafter referred to as the Society or TSPAN.

ARTICLE II

Mission Statement

Section 2.1 Mission. The Tennessee Society of Perianesthesia Nurses (TSPAN) is dedicated to supporting the public and professional education, research, credentialing and practice standards programs of the American Society of PeriAnesthesia Nurses (ASPAN). These programs promote quality and cost effective health care to patients, their families, and the community.

ARTICLE III

Membership

Section 3.1 General. Members of the Society shall have the privilege contingent upon compliance with the requirements of the bylaws and other requirement as the Board of Directors may establish.

Section 3.2 Classes. The Society shall have the following classes of members: Active Affiliate, Retired, Honorary, and Student.

          Section 3.2.1 Active. Active members shall be duly licensed nurses who currently practice in good standing, at least part-time in perianesthesia nursing, or in management, teaching or research of perianesthesia nursing.

          Section 3.2.2 Affiliate. Affiliate members shall be duly licensed health care professionals who have an interest in perianesthesia patient care.

          Section 3.3.3 Retired. Retired members shall be members in good standing whom immediately prior to retirement or permanently disability, were active members.

          Section 3.2 4 Honorary. Honorary members shall be Past Presidents of the Society and persons who have rendered distinguished or valuable service to perianesthesia nursing and have been elected as honorary members by the Board of Directors.

          Section 3.2.5 Student. Student members shall be individuals pursuing education leading to eligibility to sit for Nurse licensing examination.

Section 3.3 Representation. Active members in good standing may hold office. Active and retired members in good standing may vote and serve on committees.

Section 3.4 Benefits. Members of the society shall receive official publications and notices of the Society.

Section 3.5 Application and Dues Assessment.

          Section 3.5.1 Application. Any person desiring membership shall submit a written, signed membership application.

          Section 3.5.2 Dues assessment. All members of the society except for Honorary Members shall be assessed dues, which shall be recommended and approved by the Board of Directors. Collection of membership dues shall be managed by the National Society. Members are delinquent if their dues are not received by the Society within 60 days of the date that the dues area payable, after which point the membership shall be terminated.

Section 3.6 Termination. Members who do not adhere to the Society’s Bylaws and Policies may have their membership terminated by the Board of Directors in collaboration with the member’s component organization. Termination shall not be taken until a member is advised of a specific rationale for termination and given the opportunity for due process in accordance as described in Robert’s Rules of Order, newly revised. Termination of membership shall occur upon death of a member.

ARTICLE IV

Meetings of Members

Section 4.1 Annual Meeting. The annual meeting of the members shall be held at the TSPAN Conference. The time and place shall be determined by the TSPAN Board of Directors.

Section 4.2 Special Meetings. Special meetings may be called at any time by the President, by the majority of the Executive Board of Directors, or a petition with the signatures of  (1/3) of the representatives.

          Section 4.2.1 Notice. No less than thirty days notice shall be given of any special meeting. The purpose of the special meeting shall be stated in the notice for the meeting and no other business shall be ordered at the meeting.

          Section 4.2.2 Representation. The representatives to any special meeting shall be the current Board of Directors and any interested active members.

          Section 4.2.3 Quorum. A quorum for transactions at a special meeting shall consist of 51% of the members at the meeting.

          Section 4.2.4 Proxy. Proxy voting is not permitted.

ARTICLE V

Executive Board of Directors

Section 5.1 Powers. The Executive Board of Directors shall manage the affairs of the Society.  The duties shall include but not limited to:

          Section 5.1.1 Establish, maintain and exercise control over administration of the Society.

          Section 5.1.2 Direct the publication and distribution of documents, journals and reports of the Society.

          Section 5.1.3 Authorize special meetings.

          Section 5.1.4 Foster growth and development of the Society.

Section 5.2 Composition. The Executive Board of Directors shall consist of the President, Vice President/ President –Elect, Immediate Past President, Secretary, and Treasurer. The Board of Directives shall consist of Executive Board members and the District Presidents.

 Section 5.3 Elections. All officers shall be elected by a vote of the members of the Society in accordance with the voting procedure.

Section 5.4 Terms and Eligibility.

          Section 5.4.1 President, Vice President/ President -Elect, and Immediate past President shall hold office for the term of one year or until their respective successors have been duly elected and qualified. At the expiration of the President’s term, the Vice President/ President-Elect shall automatically assume the office for the President and the President shall automatically assume the office of Immediate Past President. The office of Vice President/ President-Elect shall require a minimum of two years of active membership in the society.

          Section 5.4.2Vice President/ President-Elect. The office of the Vice President/ President-Elect shall have a minimum of three years of perianesthesia nursing experience, a current clinical, management, education or research role in perianesthesia setting. Professional nursing certification CAPA or CPAN, and a BSN degree is preferred.

          Section 5.4.3 Secretary. The secretary shall be elected for a two-year term. The office of Secretary  shall have a minimum of three years of perianesthesia nursing experience and a current clinical, management, education or research role in the perianesthesia setting. Professional nursing certification CAPA or CPAN and a BSN degree is preferred.

          Section 5.4.4 Treasurer. The treasurer shall be elected for a two-year term. The office of the Treasurer shall have a minimum of three years of perianesthesia nursing experience and a current clinical, management, education or research role in perianesthesia setting. Professional nursing certification CAPA or CPAN and a BSN degree is preferred.

Section 5.5 Terms of Office. Any member of the board other than the President and Vice President/ President- Elect may succeed him/herself for one immediately successive term in office or as determined by the Board of directors. Any person filling an unexpired term for more than one half of the term shall be deemed to have served one term.

Section 5.6 Vacancies. Vacancies on any Board of Directors position may be filled for the unexpired portion of the term with the exception of the President which is automatically filled by the President- Elect, and the Immediate Past President which will remain vacant until the next term in office. In the event of a vacancy in the office of the Vice President/ President- Elect, a special election may be called in accordance with Policy and Procedure.

Section 5.7 Removal. A Board member shall be automatically removed from office if they become ineligible because of a change in membership status. The Board of Directors may remove any member of the Board, regardless of manner of appointment, upon a 2/3 affirmative vote when in their judgment that the best interests of the Society will be served. Such action will provide that the official, upon request, has an opportunity to have a hearing for due process as described in the Robert’s Rules of Order.

Section 5.8 Compensation. Board members shall serve in a voluntary capacity, but, if funding is available, may receive position- related compensation/ reimbursement for expenses as set forth in the policy and procedure.

ARTICLE VI

Organizational Units

Section 6.1 Committees. Committees shall be appointed as needed by a majority of the Executive Board of Directors at a meeting where a quorum is present.

Section 6.1.1 Appointments. The Executive Board of Directors shall define the purpose, goals, and responsibilities of a committee. Active or retired membership is required to serve on a committee.  A TSPAN Board of Directors member shall be assigned to each committee as a liaison and resource person.

          Section 6.1.2 Duties. The committee shall be responsible for appointment of a chair- person. Reasonable notice of meetings shall be given to all members of the committee.

Section 6.1.3 Quorum. A quorum for a transaction shall consist of 51 % of the members of the committee in attendance at a meeting. Proxy voting is not permitted.

Section 6.1.4 Removal of committee member. The Executive Board of Directors may remove a committee member with 2/3 affirmative vote when it is their judgement that the best interest of the Society will be served.

Section 6.1.5 Compensation. Committee members shall serve in a voluntary capacity. If funds are available, the committee may be compensated/reimbursed for committee-related expenses approved by the Executive Board of Directors.

Section 6.2 District Organizations. District organizations of the Society shall exist to serve the needs of the membership within the boundaries of the district. The Society shall not be liable for any district organizational debts. If a district organization disbands, the President is responsible for sending any funds in their account to the TSPAN treasurer. If the district reorganizes within 6 months, the funds will be returned to the district.

          Section 6.21. Duties. It is the responsibility of the District Board of Directors to coordinate the establishment and revision of bylaws, policies, and procedures that are consistent with the state and national organizational structure. The District President or a representative is encouraged to attend the TSPAN Executive Board of Directors meetings.

Section 6.3 Advisory Groups. The Immediate Past President and/or any Past President of TSPAN shall serve in an advisory capacity for matters requested by any member of the Board of Directors.

ARTICLE VII

Management

Section 7.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents for the society to enter into a contract or execute and deliver any instrument in the name of and behalf of the Society and such authority may be general or confined to specific instances.

Section 7.2 Funds.  Funds for the Society shall be derived from dues and assessments of members, subsidies, contributions, and gifts bestowed on the Society and accepted by the Executive Board of Directors.

Section 7.3 Expenditures. All expenditures must be for purposes authorized by the Board of Directors. The treasurer shall act as the official custodian of the funds of the Society and supervise the deposit of such funds under the direction of the Board of Directors.

Section 7.4 Fiscal Year. The fiscal year of the Society shall be from May 1 to April 30.

Section 7.5 Records. The Secretary shall maintain all the records of the Society for 5 years except Financial and Historical records.

          Section 7.5.1 Historical records. The appointed Historian will be responsible for maintaining the historical records of the Society.

Section 7.6 Parliamentary Procedure. The rules contained in the current edition of Robert’s Rules of Order shall govern the Society in all cases that they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.

Section 7.8 Seal. The Society shall have an official seal with a format that shall be approved by the Board of Directors and shall contain the words “Tennessee Society of Perianesthesia Nurses.”

ARTICLE VIII

Amendments

Section 8.1 Proposal. The TSPAN Executive Board of Directors, District Board of Directors and/ or at least five active members acting as a group must propose all bylaw amendments.

Section 8.2 Revisions. The Society bylaws shall be revised by the Board of Directors or a committee appointed by the Board of Directors as needed in order to be consistent with the national bylaws. State District Presidents shall be notified of revisions.

ARTICLE IX

Prohibited Activities

Section 9.1 Prohibited Activities. No member or agent of this Society shall take any  action or carry on any activity by or on behalf of the Society which is not permitted to be taken and carried on by an organization exempt under Section 501 (c)(3) and its regulations, as they now exist or may be hereafter amended, or by an organization contributions to which are deductible under Section 170 (c)(2) of such Code of Regulations, as they now exist or as they may hereafter be amended.

Last Revision: May 2007