MOANA

BYLAWS
Revised and Printed October 2011

ARTICLE I
OFFICERS

Section 1. Officers
The officers of this Association shall be a President, a President-Elect, a Vice-President, a Secretary, a Treasurer, and five regional directors. These officers shall perform the duties prescribed by the bylaws and by the parliamentary authority adopted by the Association.

Section 2. Term of Office
A. The officers shall be elected by ballot to serve for one year or until their successors are elected. They shall begin at the close of the annual meeting at which they are elected.
B. The Vice-President shall be eligible for re-election, but shall not serve for more than two consecutive terms.
C. The Secretary shall be eligible for re-election, but shall not serve for more than two consecutive terms. Election of Secretary shall be on even years.
D. The Treasurer shall be eligible for re-election, but shall not serve for more than two consecutive terms. Election of Treasurer shall be on even years.

Section 3. Qualifications
A. To be eligible for the office of President-Elect or Vice-President, a member must have served on the Board of Directors of this Association for at least two years.
B. An officer or member of the Board of Directors of the AANA may not hold office in this Association. In the event an officer or member of the Board of Directors accepts an office in the AANA, office in this Association automatically expires.

Section 4. Nominations
A. Written consent of a candidate must be obtained before a name can be placed on the ballot.
B. In the event of a mailed or e-mailed ballot, the Nominating Committee shall provide for distributing a ballot to each active member at least twenty-one days prior to the annual meeting.

Section 5. Duties of Officers
A. The President shall:
1. Appoint and fill vacancies in standing and special committees, except the Nominating Committee, and the appointments and/or filled vacancies are subject to the approval of the Board of Directors.
2. Approve bills before payment is made by the Treasurer.
3. Contact members of the Board of Directors for a vote via mail, e-mail, or by conference call on any business that may require immediate attention.
4. When feasible, represent this Association at the annual meeting of the AANA.
5. Appoint tellers and registrars, prior to voting.

B. The President-Elect shall:
1. Assume the duties of the President, in the event he is unable to serve.
2. Succeed to the office of President for the unexpired term in the event of a vacancy.
3. When feasible, represent MOANA at AANA meetings.
4. In addition, he shall serve the one year term of office to which he was elected.
5. Serve as a liaison to the Missouri Hospital Association (MHA).
6. Serve as a member of the Finance Committee.
7. Coordinate the selection of students to serve on designated committees during his tenure as President.

C. The Vice-President shall
1. Assume the duties of the President-Elect in the event of his inability to serve, including the right to succeed to the office of President.
2. Serve as consultant to the Continuing Education Committee.

D. The Secretary shall:
1. Record all proceedings of this Association and the Board of Directors.
2. Maintain records of the Board proceedings and facilitate effective management of Association records in collaboration with the Executive Director (ED) and Association Historian.
3. Distribute meeting minutes to Board Members shortly after the Board Meetings.
4. Be familiar with legal documents (i.e. articles, bylaws, IRS letters) to note applicability during meetings.

E. The Treasurer shall:
1. Receive monies of the Association, pay bills, and disburse funds as directed by the Board of Directors.
2. Deposit funds as designated by the Board of Directors.
3. Serve as Chair of the Finance Committee.

Section 6. Board of Directors
A. Eligibility and term of office:
1. Five directors shall be elected at the annual meeting for a two year term of office and shall be eligible for re-election for one consecutive term.
2. Serving by appointment in a vacated director position for one year or less shall not alter this eligibility.
3. Directors must reside in or be employed in Missouri and have their membership in MOANA. Translocation of membership from the state immediately disqualifies that person from serving as a Director.
4. The immediate past president will serve as an advisor to the board. This will be a non-voting position.
B. Representation shall be distributed according to the population distribution of nurse anesthetists throughout the state by dividing the state into five regions in the manner illustrated on the last page of these bylaws.
1. Members living outside the state shall belong to the region in which they are employed.
2. Members who live in one region and work in another shall be considered a member of the region in which they live.
3. Members of the military with out-of-state addresses shall be members of Region II.
C. Directors shall be elected annually in the following rotation:
Regions I and III and V–Odd years
Region II and IV-even years
D. Voting for directors shall be on state-wide basis rather than a regional one–each member votes for all of the candidates running for office – either two or three directors annually.
E. Meetings
1. The Board of Directors shall meet immediately preceding and immediately following the annual meeting of this Association.
2. Meetings of the Board of Directors may be called by the President and shall be called upon the written request of a majority of the Board of Directors filed with an officer of the Association.
F. Duties
1. Approve the budget, control and manage the funds and property of the Association and approve the selection of an entity or institution for the deposit of Association funds.
2. Provide for auditing the financial records at the close of the fiscal year or at such times as the Board of Directors may deem advisable. The report shall be presented at the annual meeting for adoption.
3. Determine expenses that shall be allowed speakers at meetings of the Association and expenses allowed representatives attending AANA meetings, programs.
4. Conduct the general business of the Association by meetings or other meeting formats such as conference call.
5. Fill vacancies of the Board of Directors, with the exception of the President. The member so elected to serve until the next annual meeting, at which time the vacancy, for the remainder of that term of office, must be filled by general election.
G. Student Representation
1. A student representative will be appointed to the Board on an annual basis.
2. Student representation will remain a non-voting position.

Section 7. Executive Director
The Executive Director shall be responsible for the administration of the association under the guidance of the Board of Directors.

ARTICLE II
MEETINGS AND VOTING

Section 1. Meetings
A. Regular meetings of the Association shall be held twice a year. One meeting shall be held during the first half of each year, date determined by the Continuing Education Committee and the Board of Directors. The second meeting shall be held within 30 days of the end of the fiscal year unless otherwise ordered by the Board of Directors.
B. The second meeting shall be known as the annual meeting. Business of the annual meeting shall include election of officers and reports of officers and committees.
C. Special meetings may be called by the Board of Directors and shall be called upon the written request of ten percent of the active members, filed with an officer of the Association. The purpose of the meeting shall be stated in the call. Except in an emergency, ten days notice must be given.
D. The quorum shall be thirty at the annual meeting and fifteen at other regular or special meetings.

Section 2. Voting
A. Prior to issuing ballots, a credentials committee shall certify active members.
B. Tellers shall be appointed by the President and shall be responsible for election procedures.
C. A vote may be cast for a member not on the ballot by writing in the name, providing written consent has been obtained.
D. Election shall be by ballot and a plurality shall elect.
E. Matters submitted for vote shall be determined by majority vote unless otherwise specified.
F. The election of officers and directors may be by mailed ballot if so determined by the Board of Directors or the written request of thirty members.
1. Ballots shall be mailed to qualified members at least 21 days prior to the annual meeting. Members have the option to vote electronically or in writing using the ballots provided, and must be received on, or before, the day of the annual meeting.
2. The method of conducting the mailed ballot shall be determined by the Board of Directors.
3. Names may be written in on a mailed ballot if the written consent of a candidate has been given to the Nominating Committee.
4. In the event of a tie vote by mailed ballot, the tie shall be broken by ballot at the annual meeting.

ARTICLE III
COMMITTEES

Section 1. Committees
A. There shall be the following standing committees: Bylaws, Continuing Education, Finance, Government Relations, Nominating, Publications, Public Relations, Strategic Planning, Historian, and Student Involvement.
B. The President shall be ex-officio a member of all committees except the Nominating Committee.

Section 2. Specific Duties
A. BYLAWS
1. The committee shall receive proposed amendments and present them to the Board of Directors and to the members for consideration.
2. The committee shall be responsible for review of the Bylaws every fifth year.
B. CONTINUING EDUCATION
1. The Continuing Education Committee shall be responsible for the planning and execution of educational meetings for the Association.
2. The Continuing Education Committee shall disseminate information as it is made available from the AANA regarding continuing education and recertification.
C. FINANCE
The Finance Committee shall be responsible for planning the budget of the Association and investigating its expenses. The fiscal year shall date from October 1.
D. GOVERNMENT RELATIONS
The Government Relations Committee shall be responsible for studying, with the help of the Association’s legal counsel, all problems pertaining to legislation and legal problems or situations that may lead to legislation or legal action involving the state or regional associations or individual members.
E. NOMINATING
1. The Nominating Committee shall be composed of five (5) active members elected at the annual meeting. If possible, a member will be elected from each region. The committee shall elect its chairman from among its own membership.
2. Not less than thirty days prior to the annual meeting, the Nominating Committee shall prepare and present to the Board of Directors a ballot with nominations for the following officers and Directors: President-Elect, Vice-President, Secretary, Treasurer, and Directors from the appropriate regions.
F. PUBLICATIONS
The Publications Committee shall be responsible for printing and distribution of THE AIRWAY either by electronic mail or traditional mail.
G. PUBLIC RELATIONS
The Public Relations Committee shall be responsible for promoting the organization.
H. HISTORIAN
The Historian shall be responsible for the preparation of an annual history of the Association.
I. STUDENT LEADERSHIP
The MoANA Student Leadership Committee encourages active participation of nurse anesthetist students in the state association. The Student Involvement Committee is a means to recruit future member participation in the state association.
J. STRATEGIC PLANNING
The Strategic Planning Committee is charged with the development, implementation and evaluation of the strategic goals and objectives of MoANA based on its overall mission and vision. The MoANA Board is responsible for development and the annual review of these strategic plans and to revise these to reflect the changing needs of the association.
K. INTERNET/WEBSITE
The Internet/Website Committee is responsible for managing and updating website information in collaboration with internet current web developer/site manager

L. PEER REVIEW AND WELLNESS
The Peer Review and Wellness Committee’s mission is to raise the level of awareness among CRNAs and SRNAs regarding staying well and healthy including awareness of alcohol and drug abuse; and managing stressors associated with work and life in general.

Section 3. Federal Political Director
The Federal Political Director is the catalyst for grassroots political involvement between CRNAs and the federal government. As such, the role is crucial in appropriately influencing federal policy in Washington including the U.S. Capitol, Department of Health and Human Services (DHHS) and the Centers for Medicare and Medicaid Services (CMS).

ARTICLE IV
OFFICIAL PUBLICATION

The official publication shall be called THE AIRWAY and shall be published biannually. The purpose of the bulletin shall be to inform members of activities of the Association and to stimulate interest in the Association.

ARTICLE V
PARLIAMENTARY AUTHORITY

The rules contained the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.

ARTICLE VI
AMENDMENTS

These bylaws may be amended at the annual meeting of the Association by two-thirds (2/3) of those present and voting, provided notice of the proposed amendment has been appended to the call for the meeting and mailed at least thirty (30) days prior to the date thereof.

ARTICLE VII
RECOGNITIONS

Section 1. Honors
Honors may be given to members upon the recommendation of the Board of Directors and with a majority vote of the members at the annual meeting by presentation of awards or other honors without conferring honorary membership.

Section 2. Honorary Membership
State honorary membership may be conferred on a member by the voting body upon recommendation of the Board of Directors. Payment of the American Association of Nurse Anesthetists share of dues for state honorary members must be made annually by the state Treasurer.

Section 3. Benefactors
Contributions of more than one hundred dollars ($100.00) shall be known as benefactors. The names of such contributors shall be placed in the permanent records of the Association.

Section 4. Donors
Contributors of one hundred dollars ($100.00), or less, shall be known as donors. The names of such donors shall be placed in the permanent records of the Association.