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BY-LAWS

OF

FLORIDA ASSOCIATION OF ENTEROSTOMAL THERAY, INC.,

(The “Association”)

 

 

ARTICLE I. Name and Purposes

SECTION 1.  Name.

The name of the Association shall be Florida Association of Enterostomal Therapy, Inc. hereafter referred to as the “Association.”

SECTION 2.  Purposes.

The purposes of the Association are:

  1. To provide education and disseminate information regarding the optimum care and
    Rehabilitation of person with wounds, ostomy, incontinence and related skin care
    problems.
  2. To develop a membership of persons engaged in the field of enterostomal therapy and to Provide opportunities for professional and personal growth for each person.
  3. To develop and maintain standards of professional competency among persons preforming Wound, Ostomy, Continence (WOC) care in Florida.
  4. To work in conjunction with other professional organizations to develop improvements in the field of health, patient rehabilitation and community service.
  5. To increase professional and community awareness of the services provided by wound, ostomy, continence professionals.

ARTICLE II. Membership

SECTION 1.  Membership Categories.

The Association has the following categories of and qualifications for Membership:

  1.  Active Members must have graduated from an accredited enterostomal therapy school and reside in the State of Florida.  They have the right to vote.
  2. Associate Members must have graduated from an accredited registered nursing program.  They have the right to vote.
  3. Agency Members are any health-related agency, firm, association, or other organization sharing the goals, objectives and purposes of the Association.  They do not have the right to vote.
  4. Honorary Members are individuals who have been recommended for such distinction by the Board of Directors and approved by the Active Members.  They do not have the right to vote, nor are they eligible to hold office in the Association.

SECTION 2.  Proof of Qualifications and Membership Benefits.

  1.  Qualification for membership of any applicant or Member are subject to examination by the Board of Directors which shall be the sole judge of the adequacy of said qualifications.
  2. Benefits of membership are set by the Board of Directors and become policies of the organization.

SECTION 3.  Removal.

Any Member may be revoked for cause at any meeting of the Board called for that purpose by and affirmative vote of two-thirds (2/3) of all Directors.  The grounds for removal shall be given to the Member against whom the proposed action is intended at least sixty (60) days in advance of the proposed action.  The Member shall be given an opportunity to be heard at the Board meeting before a vote to remove is taken.

SECTION 4.  Members’ Meetings and Voting.

  1.  The annual meeting of the Members will be held in Florida on a date and at a place and time designated by the Board of Directors.
  2. A meeting of the Members can be called at any time by the Board, upon request of all the officers of the Association or upon written request of twenty-five percent (25%) of all voting Members.  Any request for a meeting must state the purpose or purposes of each meeting.  Membership meetings will be held on a date and at a place and time as designated by the Board of Directors but not later than ninety (90) days after the receipt of a proper request.
  3. Notice of any and all meetings of the Members shall be made available to each Member by the website, and electronic mail be given to each Member at the Member's address on file with the Association, and may be in the form of postal mail, electronic mail, or facsimile. The notice must be at least one hundred thirty (1) days prior to the meeting, stating the time and place of the meeting and the purpose of such meeting.
  4. A quorum consists of twenty-five percent (25%) of all voting Members of the Association.  No action may be taken at any meeting of the membership without a quorum present.
  5. Proxies of voting rights are not allowed.

 

ARTICLE III. Dues

SECTION 1.  Dues.

Annual dues, recommended by the Board, must be approved by the voting Members.  All members except Honorary members are required to pay dues.

SECTION 2.  No refunds, Non-payment, Reinstatement.

  1.  No refunds of all or any part of dues paid by any Member will be made.
  2. Failure to pay dues within ninety (90) days after the due date shall be deemed the same as a resignation from the Association by the individual owing the dues.
  3. Reinstatement of any Member resigned by non-payment of dues is automatic.  If such individual or entity pays the full amount of annual dues for the year of reinstatement, regardless of how many month or days are left in such year.

ARTICLE IV.  DUTIES

SECTION 1. Duties.

The Board of Directors manages the Association and all its interests and affairs.  It also sets the Association’s direction, goals and priorities.

SECTION 2.  Number, Elections, Term of Office, Ex-officio.

  1. The Board of Directors consists of seven (7) members composed of the following individuals:
    1. The four (4) Officers of the Association, as elected pursuant to Article V.
    2. The Communication Director: Editor of the Association’s newsletter and website. 
    3. The Membership Director shall be responsible for maintaining a current roster of all members.  Duties will also include chairing the nominations committee.
    4. One (1) other member who shall be elected by the voting Members and shall be elected at the annual Members’ meeting held in each even number year.
  1. Each Director shall serve for a term of two (2) years, with the exception of the position of Treasurer and no Director shall serve as a Director for more than two (2) consecutive terms.  Directors shall serve until their successors shall have been elected and qualified or until their death, resignation or removal.
  2. The immediate past President of the Association, if an individual other than the current President, is an ex-officio and non-voting member of the Board of Directors.

SECTION 3. Qualifications.

Only individuals who have been Active Members for at least one (1) year immediately before the election may serve as directors.

SECTION 4. Notice of Resignation.

The resignation of any Director is to be give with written notice to the President of the Association.

SECTION 5. Vacancies.

Any vacancy occurring in the Board of Directors must be filled or appointed by the Board of Directors.

SECTION 6. Meetings.

The Board of Directors meets at least twice twice each year at places and times as designated by it.  Meetings of the Board of Directors may be held at any time on the call of the President or at the request in writing of any two (2) Directors.

SECTION 7.  Meeting Notice.

Notice of each meeting shall be delivered by the President or the Secretary to each Director at least twenty ten (1020) days before the day on which the meeting is to be held.  A Director may waive notice in writing.

SECTION 8. Quorum.

A quorum consists of two thirds (2/3) majority of the Directors and is required for the transaction of business at any meeting of the Board of Directors.

SECTION 9.  Electronic Means.

Directors may participate in any meeting of the Board of Directors by electronic means by which all persons participating in the meeting can communicate with each other.

SECTION 10.  Informal Action.

Any action that could be taken at a meeting of the Board of Directors may also be taken in writing by unanimous vote of all the Directors and must be filed with the minutes of the proceedings of the Board.

ARTICLE V.  Officers

SECTION 1.  Designation, Election, Term of Office.

  1.  The Association’s Officers are President, Vice President/President elect, Secretary, and Treasurer.
  2. The election of Officers is conducted at the annual Member’s meeting prior to the election of Directors.  The voting Members shall elect the Officers from the ranks of those persons properly nominated.   The President and Vice President are elected in even numbered years and the Secretary and Treasurer are elected in odd numbered years.
  3. The Treasurer will be elected every 3 years and will serve and additional year as mentor to the newly elected treasurer.  Treasurer may serve two (2) consecutive terns of three (3) years.  At the end of the second term will serve as mentor for an additional one (1) year.
  4. Each Officer except the treasurer, will serve for a term of two (2) years and no Officer will serve in the same office for more than two (2) consecutive terms. Officers hold office until their successors have been duly elected and qualified or until their death, resignation or removal.  No person may hold more than one (1) office at the same time.

SECTION 2.  Qualifications.

Each Officer must be and have been an Active Member for at least one (1) year immediately prior to election and consent to serve as an Officer and Director in writing.

SECTION 3.  Duties

  1.  All officers are obliged to carry out the instructions of the Board of Directors.
  2. The President is Chairman of the Board and presides at all meetings of the Board of Directors and at all meetings of the Members, and as the chief executive officer of the Association is responsible for the Association’s management and has the full authority to conduct the business of the Association and the responsibility to ensure that requirements by law are met by the appropriate officer, and that all Officers of the Association fulfill their duties.  The President reports to the Board of Directors
  3. The Vice President/President elect shall become President of the Association with all Associated duties rights, privileges, and powers in the event the President is unable to perform his or her duties.  The Vice President shall be responsible for scholarship applications and presenting appropriate candidates to the board for final approval. Awards for longevity and retiring officers will also fall under the management of the Vice President. The Vice President shall perform such duties as may be delegated by the President.
  4. The Vice President/President elect will become President without the vote of membership at the end of the President’s term. Should he/she be unwilling to assume this role, notification of this decision will be made to the board and appropriate candidates will be slated for election.
  5. The Secretary gives notice of all Meetings of the Members and of the Board of Directors has custody of all records and reports and is responsible for the keeping and reporting of adequate minutes and records of all meetings of the Members and of the Board of Directors.  The Secretary and the Treasurer keeps a current register of all Members.
  6. The Treasurer shall be responsible for the custody of and the accounting for the Association’s funds.  The Treasurer shall present financial reports to the Board at the scheduled Board meetings and at the annual Members’ meeting.  The Treasurer shall be bonded in an amount established by the Board.

SECTION 4. Removal.

Any of the Officers of the Association may be removed from their elected office by appropriate resolution approved by two thirds (2/3) of all Directors.

SECTION 5.  Vacancies

Any vacancy in any office shall be filed or appointed by the Board of Directors.

 

ARTICLE VI. Nominations and Elections

SECTION 1. Nominations.

Nominations for Officers and Directors are made by the Nominating Committee

. The Nominating Committee shall advertise open elections on the FAET website. The Nominating Committee chair presents all nominations to the Members at the annual Members’ meeting before any elections are held. Following the close of nominations, the Nominating Committee

will develop a ballot based with the slate of qualified nominees. The ballot will be offered for voting during the membership meeting.

SECTION 2. Elections

Elections of Directors and Officers is by ballot.  Prior to voting by ballot, the current President appoints tellers who distribute, collect and tally the ballots, and who determine and declare the final vote.  No teller may be a candidate for any office nor for any directorship.  Any tie votes shall be decided by a revote.  Absentee ballots will be accepted with one week of the upcoming state meeting.  Absentee ballots may be obtained on the Association website.  Any Active member not in attendance of the Membership meeting may submit an absentee ballot.

ARTICLE VII. Committees

SECTION 1.  Committees.

All committees serve at the direction of the Board of Directors and without power to take any action in the name of the Association unless specifically authorized by these By-laws or by the Board of Directors to take such action.

SECTION 2.  Traditional Committees.

Traditional Committees are those that have been and might be periodically appointed when and as deemed necessary by the Board of Directors.  They are:

  1.  The Membership committee promotes the growth of the number of Members of the Association.
  2. The Education/Conference committee assists, and help coordinates educational programs relating to the purposes of the Association.
  3. The Communications committee develops and is responsible for the publication of the official newsletter of the Association and is appointed by the Board of Directors. 
  4. The Legislation Committee coordinates legislative efforts throughout the State of Florida in connection with the purposes of the Association.
  5. The Nominating committee submits the names of nominees for Officers and Directors at the annual Members’ meeting and conducts the installation of Officers.

SECTION 3.  Nominating Committee

The Nominating Committee consists of three (3) or more committee members who are elected by the Active Members at each annual Members’ meeting held in an odd-numbered year.   The Director of Membership shall serve as the Chairman of the nominating Committee.  Each member of the Nominating Committee must be an Active or Associated Member and must have been an active member for at least one (1) full year prior to election.  The Nominating Committee members serve for a term of two (2) years.

ARTICLE VIII.  Miscellaneous

SECTION N 1. Insurance Liability

  1. The Association may maintain insurance on behalf of itself and any person who is or was a Director, Officer, employee or agent of the Association against any liability asserted against or incurred by any of them in the fulfillment of their duties.
  2. No Director, Officer, employee, or Member will admit liability for any occurrence involving the Association without the express permission of the Board of Directors.

SECTION 2. Checks, Drafts, Notes, Etc.

All checks, drafts or other orders for the payment of money and all notes or other evidence of indebtedness issued in the name of the Association must be sighted by any of the following Officers: President, Vice President, Treasurer.

SECTION 3. Amendment of By-laws.

These By-laws may be altered, amended, or repealed, and new and other By-laws may be made and adopted by a majority of all the voting Members present. A copy of any and all proposed major changes to these By-laws shall be mailed and made available electronically to each Member at least one thousand thirty (1030) days prior to any Members' meeting at which a vote may be taken regarding altering, amending, or repealing these By-laws. The Board of Directors may alter or amend any of these By-Laws by a vote of three-fourths (3/4) of all Directors.

SECTION 4. Amendment of Articles.

The Articles of Incorporation may be altered, amended, or repealed, and new and other Articles of Incorporation may be made and adopted by the affirmative vote of a majority of all the voting Members. The Board of Directors may alter or amend any of these By-Laws by a vote of three-fourths (3/4) of all Directors. A copy of any and all proposed changes to the Articles of Incorporation must be mailed to each Member and be available for review at least ten (10) days prior to any Members' meeting at which any vote may be taken regarding altering, amending, or repealing the Articles of Incorporation.