Bylaws of the American Society of Addiction Nursing
Article I - BusinessThis organization shall be known as the American Society of Addiction Nursing (ASAN).
Article II - Statement of Mission, Vision and Core ValuesASAN Mission: To provide leadership, collaboration, education and support through the use of evidence informed care in all practice settings and to promote research and education for the prevention, compassionate intervention and treatment of addiction.
This organization shall perform and do all such acts as are necessary, convenient and proper to the attainment of this mission.
ASAN Vision: Each individual desiring care has optimal access to informed and compassionate addiction services.
Core Values: Advocacy, Diversity, Integrity, Ethical Leadership (including transparency, civility, inclusivity and respect), Service, Scholarship.
Article III - MembershipSection 1: Regular Membership: Active membership shall be open to all nurses, including registered professional nurses and licensed practical/vocational nurses (hereafter to be called nurses) who are concerned with or engaged in prevention, screening , intervention and treatment of persons across all nursing specialties affected by the use of substances and other addictions. Active members may vote and hold office.
The nurse is a person who has completed a program of basic, generalized nursing education and is authorized by his or her appropriate regulatory authority to practice nursing.
Section 2: Licensed Nurse with student status: Shall be open to individuals enrolled in full times studies and may vote and hold office. This member is eligible for a reduced membership fee.
Section 3: Non licensure Student Membership: Student membership shall be open to individuals who are enrolled in a nursing education program. Student members may not vote or hold office. This member is eligible for a reduced membership fee.
Section 4: Retired Nurse: This is open to a nurse who is retired. Retired nurses may vote and hold office. This member is eligible for a reduced membership fee.
Section 5: Affiliate Membership: Affiliate membership shall be open to persons or entities who are concerned with addictions nursing as the board of directors may determine. The board of directors will determine the dues for affiliate members. Affiliate members may not vote or hold office. This member is eligible for a reduced membership fee.
Section 6: Organizational Memberships - Organizational Membership is open to cooperative/supporting organizations that hold a foundational interest in the care of persons served.
Section 7: Membership: The board of directors will determine the inclusion of any additional categories of membership.
Article IV - Finances
Section 1: Dues:
Section 2: Fiscal Year: The fiscal year of ASAN shall be set from time to time by the Board.
Section 3: Auditing: The accounts of ASAN shall be audited annually by a certified public accountant selected by the board of directors. Report of the audit or review shall be submitted to the board of directors of ASAN and will be shared with the general membership at the annual general meeting.
Section 4: Bonding: Dishonesty bonds shall be furnished to the officers of the society and shall cover members of the board of directors, as well as individuals who shall be employed from time to time by the society. The board of directors shall determine the amount of such bond and the cost shall be paid by the society.
Section 5: Checks, Drafts, Etc.: All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the society shall be signed by such officers or agents of the society, and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instrument shall be signed by the secretary and countersigned by the president of the society.
Section 6: Deposits: All funds of ASAN shall be deposited from time to time to the credit of the society in such banks, trust companies or other depositories as may be selected by any one or more officers or agents of the society to whom such power may from time to time be delegated by the board of directors, as affirmatively passed upon by a majority of those present.
Article V - Board of Directors
Section 1: Composition and Qualifications: There shall be a board of directors, composed of the officers of the society, president, president elect, secretary, and treasurer and no less than 3 at-large directors. Future consideration is to increase the number of board members to reflect the composition of the society; i.e., with at least one (1) director being an LPN/LVN. In addition, the board of directors may have ex-officio and Ad-hoc non-voting members. The Ad-hoc members are appointed by the board of directors and approved by the board of directors.
Section 2: Authority and Responsibility: The governing body of the society shall be the board of directors. The board of directors may adopt such rules and regulations for the conduct of its business as should be deemed advisable and may, in the execution of powers granted, delegate certain of its authority and responsibility to the officers. The board shall provide administrative staff for the society.
Section 3: Meetings: The board of directors shall collectively conduct business at least four (4) times per year. The president shall call the meetings of the board of directors, or the secretary shall arrange a meeting of the board of directors at the request of the president or any officer as designated by the president.
Section 4: Quorum: At any meeting of the board of directors, no fewer than a majority of board members, including at least two (2) officers, shall constitute a quorum for the transaction of business of the society and any such business thus transacted shall be valid.
Section 5: Communication: Communication for the business interests of the organization may be face to face, telecommunication and / or video- communication.
Section 6: Directors at-Large: Two () directors shall be elected in odd years and one (one) elected in even years. There will be at least one (1) designated Director Seat for an LVN/LPN when the board of directors determine it is appropriate based on membership numbers. Any increase in board members will result in a relative equal number of board members elected on odd years and even years.
Reelection: No director who has served four (4) consecutive years shall be eligible for reelection as a director until at least one (1) year has elapsed.
Article VI - Officers
Section 1: Officers: The officers of the society shall be a president, president elect, secretary, and treasurer.
Section 2: Terms of Office:
President: The president shall serve one (1) two-year term as the chief executive officer of the society and shall, in general, supervise and control the affairs of the society. The president shall preside at all meetings of the board of directors. The president shall also serve as an ex-officio member on all committees except the nominating committee.
The president may sign with the secretary, treasurer or any proper officer of the society authorized by the board of directors, any deeds, mortgages, contracts or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly designated by the agent of the society and shall perform such other duties as are necessary and incidental to the office of president or may be prescribed by the board of directors.
President Elect: The president elect shall be elected and serve one (1) two year-term and will automatically succeed to one (1) two-year term as president. The president-elect, in the absence of the president, shall exercise the powers of the president. The president elect shall perform such duties as may be assigned by the president. These duties shall be such as to allow the president elect to acquire a thorough understanding of the business of ASAN and the duties of the office of the president.
Secretary: The secretary will be eligible for two (2) consecutive two-year terms. The secretary shall keep an accurate record of the meetings of the board of directors and the annual business meeting and shall provide the minutes of the last official annual business meeting for approval of the membership. The secretary shall preserve records, documents and correspondence as directed by the board of directors and assure that they are properly archived, shall cause notice to be given of all meetings of the board of directors and shall perform all other duties incident of the office of secretary as assigned by the board of directors.
Treasurer: The treasurer will be eligible for two (2) consecutive two-year terms. The treasurer shall be chair of the finance committee. The treasurer shall be the custodian of the society’s funds. This person shall ensure that all monies designated for ASAN are appropriately deposited. The Treasurer shall approve distribution of the funds of the society In accordance with the budget adopted by the board of directors. The treasurer shall provide, at least once a quarter, an accurate accounting of all transactions. The treasurer shall provide, three months prior to the business meeting, the proposed budget for the next fiscal year.
The terms of office shall commence at the conclusion of the annual membership meeting and run through the conclusion of the annual membership meeting two (2) years hence. The outgoing President shall preside over the annual business meeting.
Section 3: Officer Vacancies and Officer Removal.
Officer Vacancies: Vacancies in any elected office may be filled for the balance of the term thereof by the board of directors at any regular or special meeting. Any officer may resign at any time by giving thirty (30) days written notice to the president.
Officer Removal: The board of directors may remove, by a vote of the majority of its members, any officer from office for cause; whenever, in their judgment, the best interests of the society would be served. Thereby according to the process defined in Roberts Rules of Order Newly Revised.
Section 4: Officer Qualifications: Any regular member in good standing with documented prior board experience is eligible for nomination and election to President elect, providing said member has served at least one year on the ASAN Board. They need to have demonstrated they have been a good citizen to the society as demonstrated by participation in activities related to the society.
Section 5: Delegation: Officers may have some of their responsibilities delegated to professional management by decision of the board of directors.
Article VII - Elections
Section 1: The nominating committee shall prepare a slate and submit to the Board of Directors at least one (1) nomination for each of the elected offices of ASAN. Each person considered for nomination will submit an electronic letter of intent with a statement of willingness to serve and a short professional biography for their nomination package. Election of the officers and directors and Nominating Committee shall take place via a ballot, to all active members, sent electronically to the last known email address of each member not less than thirty (30) days before the date of the annual meeting. Any member may request a ballot be mailed in lieu of electronic notification on their renewal application. Each voting member of the society may cast one (1) ballot. Results of the election shall be announced at the annual meeting. The newly elected board member will be sent a notice by email alerting them to election results and an invitation to the Board Meeting immediately following the Conference. The member must declare their intent to serve by replying to the notification.
Section 2: The nominating committee shall present and place into nomination for office a candidate presented provided that the petition is received by the committee at least sixty (60) days prior to the annual business meeting.
Section 3: A simple majority is sufficient to elect the board of directors and officers.
Section 4: Vacant Office: If an office remains vacant at the time of the election, it may be filled by a consensus of the board of directors.
Article VIII - Meetings
Section 1: There shall be a business meeting of the society at such time and place as determined by the board of directors not less than annually.
Section 2: Special meetings: of the society may be called by the board of directors at any time, or shall be called by the president upon receipt of written request by one-fourth (1/4) of the voting members, within thirty (30) days after filing of such request with the administrative office. The business to be transacted at any special meeting shall be stated in notice thereof and no other business may be considered at that time.
Section 3: Notice of Meetings: Written notice of any regular meetings of the society shall e-mailed to the most current email address and posted on the organization’s website not less than thirty (30) days before the date of the meeting.
Section 4: Voting: At all meetings of the society, each voting member shall have one (1) vote Unless otherwise specifically provided by these bylaws, a simple majority of those active members present at a meeting at which a quorum is present shall govern.
Section 5: Quorum of Members: A quorum shall consist of a simple majority of those voting members present at an annual meeting or special meeting of the members.
Section 6: Parliamentary Authority: Robert’s Rules of Order Newly Revised shall govern meetings of ASAN unless otherwise specified.
Article IX - Committees
Section 1: Chairs: Committee chairs shall be appointed by the president. The chairs shall select their own committee members unless otherwise specified. All committees report to the board of directors at least annually.
Section 2: Finance Committee: The finance committee shall consist of the treasurer as chair and at least two (2) other members who are directors of the society. The committee shall counsel with the chief administrative officer on the annual budget of ASAN and prepare recommendations for the board of directors by the annual meeting of the coming fiscal year. The finance committee shall submit an investment policy annually to the Board for approval.
Section 3: Nominating Committee: A nominating committee of three (3) society members will be elected annually by ballot, two of whom shall be elected in odd numbered years and one of whom shall be elected in even numbered years. The Committee will be responsible for presenting the slate of candidates for the following year’s election. The committee shall choose its own chairperson. The committee shall prepare a slate of candidates for each office whose term will expire at the annual meeting.
Section 4: Ad Hoc Committees: The president shall appoint ad hoc committees to provide for a limited or continual service to the society.
Article X - Chapters
Section 1: Chapters of ASAN may be established according to the guidelines accepted by the board of directors. The board of directors must recognize each chapter individually.
Section 2: Chapter members are encouraged to become members of ASAN but this is not a requirement for chapter membership. The leadership of the Chapters; President, President-elect, Treasurer and Secretary are required to be members of ASAN.
Article XI - Indemnification
The society shall indemnify all officers, directors and committee members of itself and subsidiary corporations acting within the scope of their authority, to the full extent permitted by law and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the board of directors.
Article XII - Contracts
The board of directors may authorize individuals as agents of the society, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of the society. Such authority may be confined to specific instances.
Article XIII - Books and Records
The society shall keep correct and complete books and records of minutes of accounts and shall keep minutes of the proceedings of its board of directors, committees and chapters having any authority of the board of directors.
Article XIV - Waiver of Notice
Whenever any notice whatsoever is required to be given under the provision of the General Not-For-Profit Corporation Act of the State of Delaware or under the provisions of the Articles of Incorporation or bylaws of the society, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XV- Amendment of the Bylaws
Section 1: *Proposed Amendments: proposed amendments to the bylaws or Articles of Incorporation shall take place via a ballot, to all active members, sent electronically to the last known email address of each member not less than thirty (30) days before the date of the annual meeting. At least 30 days prior to the electronic transmission of the ballot, members will be sent a notice via e-mail with the proposed amendments. Questions or comments may be submitted to the Board of Directors or Executive office during this time. Any member may request a ballot be mailed in lieu of electronic notification on their renewal application
*Effective January 1, 2022.
Section 2: Notification of adopted amendments will be furnished to all ASAN members via the official ASAN website.
Article XVI - Dissolution
Upon dissolution of the corporation, consistent with the Articles of Incorporation, all of ASAN ’s assets shall be paid over or transferred to one or more exempt organizations of the kind described in Section 501(c)(6) of the Internal Revenue Code of 1954, as amended from time to time.
Article XVII - No Discrimination
The society shall not discriminate against anyone on the basis of race, color, creed, age, national origin, gender, sexual orientation, religion or disability.
Article XVIII - Conflict of Interest
Section 1: A conflict of interest is deemed to exist when an agent, officer or director of the corporation has a direct or indirect interest in any contract relating to operations of the corporation. The fact nature of such interest shall be fully disclosed in writing to the Board of Directors prior to the meeting in which action may be taken on the matter. Such interest shall again be disclosed to the directors present during the meeting and the interested director may not participate in the authorization of the matter in question. The interested director cannot be counted for the purpose of establishing a quorum. Should an issue arise during a meeting, the agent, officer or director in question will immediately and publicly identify the conflict of interest or apparent conflict of interest to the body and refrain from any participation in any discussion of or voting on that issue.
Section 2: No part of the income, earnings or other assets, if any, of the corporation, shall inure to the benefit of any officer or director of the corporation either during the life of the corporation or upon the dissolution thereof. All board members and committee members shall sign a Conflict of Interest form acknowledging they have read, understood and will abide by Article XVl section 1 of the bylaws.