BYLAWS OF MINNESOTA NURSING INFORMATICS GROUP (MINING)
This instrument constitutes the Bylaws of MInnesota Nursing INformatics Group (MINING), adopted for the purpose of regulating and managing the internal affairs of the corporation.
Section 1. The corporation shall not have a seal.
Section 2.1. The membership of the corporation shall consist of one class of Members. Criteria for membership are as follows:
1. Members are admitted only with the person’s express or implied consent. Contribution of dues to the corporation constitutes consent.
2. Healthcare professionals and other individuals interested in the progress of nursing and healthcare informatics as related to the promotion, improvement, and practice of nursing and nursing informatics are eligible for membership.
3. Membership dues shall be fifteen (15) dollars annually, due March 15 each year to the Treasurer.
4. Students will be eligible for reduced membership dues, at the discretion of the Board of Directors.
5. Nonpayment of dues within sixty (60) days subsequent to July 1 will result in termination of membership and all benefits associated with membership.
Section 2.2. Members are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the Board. The term of membership shall be one year.
Section 2.3. Membership shall terminate at the end of the stated term of membership. A Member shall not be expelled or suspended, and a membership may not be terminated or suspended before the end of the stated term, other than for nonpayment of dues or fees, except where the Member is given:
1. Not less than fifteen (15) days’ prior written notice of the expulsion, suspension, or termination, and the reasons for it; and
2. An opportunity for the Member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person authorized to decide that the proposed expulsion, suspension or termination not take place.
Section 2.4.1. Regular meetings of voting Members shall be held annually in the second week of October or at such day and time as the Board of Directors shall determine.
Section 2.4.2. Unless otherwise required by law or the Articles or Bylaws of this corporation, notice of all Member meetings must be given at least five (5) and not more than sixty (60) days before the meeting. The notice must contain the date, time, and place (if applicable) of the meeting. Meetings may be comprised of online (electronic mail listserv or other) forums.
Section 2.4.3. If a regular meeting of voting Members has not been held during the preceding fifteen (15) months, at least fifty (50) Members with voting rights or ten percent (10%) of the Members with voting rights, whichever is less, may demand a regular meeting of the Members by written notice of demand given to the President or the Treasurer of the corporation. Within thirty (30) days after receipt of the demand, the Board shall cause a regular meeting of the Members to be called and held on notice no later than ninety (90) days after receipt of the demand at the expense of the corporation.
Section 2.5. Unless otherwise provided by law or by these Bylaws, a quorum for a meeting of Members is ten percent (10%) of the Members entitled to vote at the meeting.
Section 2.6. Except where a larger portion or number is required by law or by these Bylaws, the Members may take action by the affirmative vote of a majority of the Members present at a duly held meeting.
Section 2.7. All Members shall be entitled to one vote on any matter properly presented to the Members. Voting by proxy shall not be permitted.
Section 2.8. An action required or permitted to be taken at a meeting of the Members may be taken without a meeting by written action signed by all of the Members entitled to vote on that action. The written action is effective when it has been signed by all of those Members, unless a different effective time is provided in the written action.
Section 2.9. All information exchanged within the meetings of Members is confidential, except where the information is designated non-confidential by the Board of Directors or the Officers, and shall not be used in any way as to promote a Member’s personal or business gains. Failure of a Member to maintain the confidentiality of information imparted within the corporation’s purview may result in expulsion, suspension, or termination of Membership as determined by the Board of Directors.
BOARD OF DIRECTORS
Section 3.1. The business and charitable affairs of the corporation shall be managed by or under the direction of a Board of Directors elected by the Members. The Board of Directors shall consist of three (3) or more individuals.
Section 3.2. Directors shall serve for a term of two (2) years, and shall be so elected that approximately one-half (1/2) of the directors is elected each year. If no candidate presents for election to a Director position, the Board of Directors will appoint a registered nurse Member (not excluding the current Director) to the open Director position.
Section 3.3. At all meetings of the Board of Directors a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 3.4. Except where otherwise required by law, the Articles or these Bylaws, the affirmative vote of a majority of the directors present at a duly held meeting shall be sufficient for any action.
Section 3.5. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by the number of directors required to take the same action at a meeting of the Board of Directors at which all directors were present. The written action is effective when signed by the required number of directors, unless a different effective date is provided in the written action. When written action is taken by less than all of the directors, all directors shall be notified immediately of its text and effective date, except that failure to provide such notice does not invalidate the written action.
Section 3.6. The Board of Directors shall have regular meetings, not less than once per year, at such places (when applicable) and times as it shall establish by resolution. Meetings may be held online (using electronic mail or other online tools).
Section 3.7. A director may resign at any time by giving written notice of his or her resignation to the corporation. The resignation is effective when received by the corporation, unless a later date has been specified in the notice.
Section 3.8. A director may be removed from office, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting; provided that not less than five (5) days and not more than thirty (30) days notice of such meeting stating that removal of such director is to be on the agenda for such meeting shall be given to each director.
Section 3.9. In the event of the death, removal or resignation of a director, a successor to fill the unexpired term shall be elected by the affirmative vote of a majority of the directors present at a duly held meeting.
Section 3.10. Special meetings of the Board of Directors may be called at any time upon request of the Chair, the President, or any two (2) Directors, provided that any such request shall specify the purpose or purposes for the meeting. The President shall set the date for the special meeting within three (3) working days of making or receiving such a request and shall give not less than five (5) days nor more than thirty (30) days written notice of the time, place and purpose of such special meeting.
Section 3.11. The Board of Directors may establish one or more committees having the authority of the Board in the management of the business of the corporation to the extent determined by the Board. Committee Chairs shall be registered nurses, and shall serve on the Board of Directors.
Section 3.12. Any director may execute a written waiver of notice of any meeting required to be given by statute or by any provision of these Bylaws either before, at or after that meeting, and such waiver when signed and filed as hereinafter provided shall be equivalent to notice. Such waiver shall be filed with the Secretary, who shall enter it upon the minutes or other records of that meeting. Appearance at a meeting by a director shall be deemed a waiver of notice thereof, unless the appearance is solely for the purpose of asserting the illegality of the meeting.
Section 3.13. The Board of Directors may hold their meetings at such places (if applicable), whether in this state or in any other state, as a majority of the directors then in office may from time to time appoint. Upon failure to appoint at any other place, such meetings shall be held at the registered office of the corporation. This section of the Bylaws does not preclude the option of online (electronic mail or other online method) meetings.
Section 3.14. Whenever under the provisions of these Bylaws notice is required to be given to any director, it shall be construed to require personal notice, but such notice may be given in writing by mail (not to exclude electronic mail), by facsimile or by telegram. Notice shall be deemed to have been given at the time when mailed, sent electronically via Internet mail or facsimile or deposited in the telegraph office.
Section 3.15. Directors shall not be compensated for their duties as directors, except that a director may be reimbursed for expenses incurred on behalf of the corporation.
Section 4.1. The officers of the corporation shall be a President, a Secretary, a Treasurer, and other such officers as the Board of Directors may, from time to time, appoint. The President, Secretary, Treasurer, and other officers as appointed of the corporation constitute the Board of Directors, and as such are elected by the Members as previously provided for in these Bylaws. Only registered nurses are eligible to serve as officers of the corporation. The President shall serve as both Chair and Chief Executive Officer of the corporation.
Section 4.2. The duties of the officers of this corporation shall be:
1. President – The President shall be the chief executive officer of the corporation and shall be responsible for the day to day operations of the corporation. In addition, the President shall perform such other duties as may be determined from time to time by the Board of Directors. The duties of the President shall include the Chair responsibilities. The President shall serve as the Chair until such time as duly agreed upon changes are made to these Bylaws. The President shall be responsible for the following duties of Chair: preside at all meetings of the Board of Directors; and oversee the long term goals and purposes of the corporation. The Chair shall also perform such other duties as may be determined from time to time by the Board of Directors.
2. Secretary -- The Secretary shall attend all meetings of the Board of Directors and any committee thereof, and keep the minutes of such meetings, give notices, prepare any necessary certified copies of corporate records, and perform such other duties as may be determined from time to time by the Board of Directors.
3. Treasurer -- The Treasurer shall have charge of the corporate treasury, receiving and keeping the monies of the corporation, and disbursing corporate funds as authorized. Specific duties include: keeping accurate financial records for the corporation; depositing money drafts and checks in the name of and to the credit of the corporation; endorse deposits for notes, checks, and drafts received by the corporation as ordered by the Board; disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the Board; and upon request, provide the President and the Board an account of transactions by the Treasurer and of the financial condition of the corporation. The Treasurer shall perform such other duties as may be determined from time to time by the Board of Directors.
Section 4.3. Officers shall serve this corporation as volunteers. Compensation is restricted to reimbursement for Board-approved expenses incurred on behalf of the corporation.
Section 4.4. The President, Treasurer, and Secretary, and all committee Chairs thereof, shall be members of the Board of Directors.
Section 4.5. An officer may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is named in the notice.
Section 4.6. Any officer may be removed, with or without cause, by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given.
Section 4.7. A vacancy in an office because of death, resignation, or removal may be filled by the Board of Directors.
STANDARD OF CARE AND DEALING WITH OTHER CORPORATIONS AND ORGANIZATIONS
Section 5.1. It is the responsibility of each officer and director of this corporation to discharge his or her duties as a director in good faith, in a manner the person reasonably believes to be in the best interests of this corporation, and with the care an ordinarily prudent person in like position would exercise under similar circumstances.
Section 5.2. A contract or other transaction between this corporation and one or more of its directors, or between this corporation and an organization in or of which one or more of this corporation’s directors are directors, officers, or legal representatives or have a material financial interest, is not void or voidable because the director or directors or the other organizations are parties or because the director or directors are present at the meeting of the Board of Directors or a committee at which the contract or transaction is authorized or ratified, if:
1. The contract or transaction was, and the person asserting the validity of the contract or transaction sustains the burden of establishing that the contract or transaction was, fair and reasonable as to the corporation at the time it was authorized, approved, or ratified; or
2. The material facts as to the contract or transaction and as to the director’s or directors’ interest are fully disclosed or known to the Board or committee, and the Board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the Board or committee, but the interested director or directors shall not be counted in determining the presence of a quorum and shall not vote.
3. For purposes of this section: A director has a material financial interest in each organization in which the director, or the spouse, parents, children and spouses of children, brother and sisters and spouses of brothers and sisters, or any combination of them have a material financial interest.
Section 6.1. Any dues, contributions, grants, bequests or gifts made to the corporation shall be accepted or collected only as authorized by the Board of Directors.
Section 6.2. All funds of the corporation shall be deposited to the credit of the corporation under such conditions and in such banks as shall be designated by the Board of Directors.
Section 6.3. All contracts, checks, and orders for the payment, receipt, or deposits of money, and access to securities of the corporation shall be as provided by the Board of Directors.
Section 6.4. The annual budget of estimated income, income expense, and capital expense shall be approved by the Board of Directors.
Section 6.5. Title to all property shall be held in the name of the Board of Directors.
Section 6.6. A summary report of the financial operation of the corporation shall be made by the Treasurer at least annually to the Board of Directors.
As provided for in the Minnesota nonprofit corporation act, as amended from time to time, or by other provisions of law, the directors and officers of this corporation, as voluntary and uncompensated directors and officers, are granted immunity from civil liability for any act or omission by that person if that act or omission was in good faith, was within the scope of the person’s accountability, and did not constitute willful or reckless misconduct.
AMENDMENT OF BYLAWS
The Board of Directors may from time to time adopt, amend or repeal all or any of the Bylaws of this corporation; except that after the adoption of the initial Bylaws, the Board of Directors shall not adopt, amend or repeal a Bylaw fixing a quorum for meetings of Members, prescribing procedures for removing directors or filling vacancies in the Board of Directors, or fixing the number of directors or their classifications, qualifications, or terms of office, but the Board of Directors may adopt or amend a Bylaw to increase the number of Directors.