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BYLAWS 2014- 2019



Name, Purpose/Mission Statement


Board of Directors


Standing Committees

Honorary Recognition



Fiscal Year

Official Publications

Parliamentary Authority


Order of Business




Section 1.  The name of the association shall be The Professional Nurses Association of Dutchess/Putnam, Inc. (PNA of D&P, Inc.), incorporated November 4, 1950 under the name (District 12, New York State Nurses Association, Inc).  Papers of incorporation are on file in the Dutchess County Clerks’ Office.  Additionally, papers of the name change are on file in the New York Department of State on August 14, 2014 and are held in the offices of Iseman, Cunningham, Riester & Hyde, LLP on Route 9 Poughkeepsie, NY 12601 (Attorney Michelle Almeida, Esq.).

Section 2.  The territory of this organization shall include the counties of Dutchess and Putnam in the state of New York.

Section 3.  The Mission Statement/Purpose of  The PNA of D&P, Inc. is to advocate for the advancement of Registered Professional Nurses by fostering collegial relationships, mentoring the next generation of nurses, supporting nurses in their quest for education and encouraging education/scholarship within the Dutchess/Putnam region.

Section 4.  The functions of The PNA of D&P, Inc. shall include the following:

A. Promote the standards of nursing practice, nursing education, and nursing services established by the American Nurses Association (ANA).

B. Adhere to the Code of Ethics for Nurses established by ANA.

C. Promote and provide for the continuing professional development of nurses.

D.  Represent nurses and serve as their spokesperson with professional and community groups and the public.

E.  Promote relationships with the New York Student Nurses Association.

F.  Stimulate and promote research in nursing, disseminate research findings, and encourage   the use of new knowledge as a basis for nursing.

G. Provide member education services and encourage scholarship.

I. Maintain communication with members through official publications.

J. Support nursing education through a yearly scholarship offered to students pursuing a nursing degree and/or nurses seeking advanced education in nursing.

K.  Initiate and conduct legislative activities that will insure and protect the public’s health.

L.  Promote recruitment for nursing careers.

M.  Promote a public image that acts and speaks for nurses and nursing in the designated area.



Section 1.   Qualifications

A member is one:

  • Who has been granted a license to practice as a registered nurse in at least one state, territory, possession or the District of Columbia of the United States or is otherwise lawfully so entitled to practice and who does not have a license under suspension or revocation and
  • Whose application for membership has been accepted in accordance with the association policy, and
  • Who has paid current dues.
  • Membership shall be unrestricted by consideration of age, color, creed, 

disability, gender, health status, lifestyle, nationality, race, religion, or sexual orientation

  • A registered nurse who has surrendered a license to practice or a nurse who has retired and/or no longer chooses to practice, but whose license was in good standing with his/her licensing board at the time the nurse made the decision not to maintain an active license, is qualified for membership.
  • A 3rd or 4th semester student nurse may become an affiliate member but will not have voting privileges until an RN license is obtained.

Section 2.   Dues      

  • Annual dues for the association are established by the voting body at a regular association meeting.  Dues rates may be changed at any meeting.
  • Dues categories shall be determined by the association Board of Directors/Officers
  • The annual dues provide membership for one year, beginning September 1 and ending August 31.  If a member joins after January dues will be waived until September of the following year (ex:  membership initiated January 2016, dues will be waived until September 2017).  
  • Upon failure to pay dues as required by the current policy, membership rights and privileges are forfeited.

Section 3.   Membership Rights

      The member shall have the right to:

  • be a candidate for PNA of D&P, Inc. elective or appointive positions in accordance with qualifications set forth in the Bylaws.
  • participate in the nomination and election of association  Officers/Board of Directors     

and Nominating Committee

Section 4.  Membership Obligations

The member shall have the obligation to:

      A. upholds the bylaws of association.

     B. pay dues as required by the association. 

     C. fulfill the requirements of an office or committee if elected or appointed, including the   

        obligation to maintain privileged and/or confidential information in an appropriate    

        manner.  Communicate association statements or business in an accurate manner; avoid 

        statements or actions that tend to injure the reputation of the association.



Section 1.

 The officers and six directors shall constitute the Board of Directors of the association.  An additional person who is the immediate past president may, by his/her choice, without ballot, act and serve as a consultant for a period not exceeding two years.  Another person who is has served on the Board of Directors or as an Officer for an extended period of time may serve as the historian of the organization in a consultant role.  The president shall serve as the chairperson of the Board of Directors but without vote.  In the event of a tie vote, the President will vote to break the tie.  Each Board Member shall serve a two year term with term limit of 8 years or 4 consecutive terms.

  • The Officers of the association shall meet with the Directors at their meetings and exercise like functions and shall be invested with the same authority, powers and duties as the Directors.  
  • Chairperson, standing committees and special committees may be invited to attend meetings, except executive session of the Board of Directors/Officers, but without vote.
  • There shall be an Executive Committee of the Board of Directors composed of the President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer of the association.  This committee shall have all the power of the Board of Directors to transact business of an emergency nature between board meetings.  All transactions of this committee shall be reported, in full, at the next regularly scheduled meeting of the Board of Directors.

Section 2.  Meetings

  • The Board of Directors shall meet at least four (4) times a year (October, December, February, April, June) and meetings may be called at any time by the President or by written request of five or more members of the Board of Directors.

Section 3.  Notice of Meeting

  • Notification will be given,  (via the Board/Officer Spreadsheet) of the meetings of the Board of Directors , for the year.  The dates are published on the spreadsheet by the President and distributed by August 31 of each year.  The dates are tentative until the President affirms the date whenever possible, not less than three weeks before the actual meeting.

Section 4.   Quorum

  •   Five members of the Board of Directors. Two of whom shall be Officers, shall constitute a quorum at all meetings.

SECTION 5.  Absences

  • If a member of the Board of Directors is absent from three board meetings in succession, unless excused by the Board of Directors, the office shall be automatically become vacant and such vacancy shall be filled by the Officers and Board of Directors.

Section 6.    Duties of the Board

  •   To supervise the activities of the region, plan and promote measures for its growth.
  •   To establish standing and special committees of the board as deemed necessary for the    

  performance of its duties, and define the purpose and authority of such committees.

  • To approve the Chairpersons of Standing and Special Committees as proposed by the President unless otherwise specified in the Bylaws.
  • To have the power to fill by secret ballot vacancies in the Board of Directors or in any office, for the unexpired terms of the Board of Directors or Officers whose place shall be vacant, with the exception of a vacancy in the Office of the President or Vice- President.  Such vacancies shall be filled according to Robert’s Rules of Order, Revised.
  • Establish standing and special committees of the board as deemed necessary for the performance of its duties, and define the purpose and authority of such committees.

Make appointments and fill vacancies as delegated to the board in these bylaws.

  • To report at each meeting the business transacted by it during the previous period.
  • To select a place for the deposit of funds.
  • To transact general business of the organization not otherwise provided for in these bylaws
  • To approve an annual budget



Section 1.  The Officers of this association shall be a President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer. Each officer shall serve a two year term with term limit of 8 years or 4 consecutive terms.

Section 2.  

  • The President, Treasurer, Recording Secretary and three Directors at Large shall be elected in the odd years.
  • The Vice-President, Corresponding Secretary and three Directors at Large shall be elected in the even years.

Section 3.  Terms (A term is two years long)

  • The president shall serve in the office for a two year term.
  • The other officers and directors at large shall serve two year terms.
  • No Officer or Director at Large shall serve more than four consecutive terms in the same office or a total of eight consecutive years, in that office.

Section 4.  The President is the Chairperson of the Board of Directors and of the Executive 

                    Committee and shall:

  • Preside at all meetings of the Association and the Board of Directors.
  • Appoint all Chairpersons of standing and special committees with the approval of the Board of Directors, except the committee on Nominations.  The chairperson of the Nominations Committee shall be the person who garners the most votes at the election.
  • Be a member ex-officio of all committees except the committee on Nominations.
  • Signs checks, in the absence of the Treasurer.
  • Represents the association at all meetings to which a representative has been appointed by the membership or the Board of Directors.
  • Attend the ANA/ANA-NY Annual meeting as a representative of the association.
  • Perform all other duties pertaining to the office of the President.
  • Notify members of the Board of Directors of the date, time and place of the Board of Directors meetings, as needed.
  • Deliver to his/her successor within one month after expiration of his/her term of office all association properties (including former NYSNA District 12 properties) in his/her possession.
  • Upon the end of the Presidents term the former President will retain the title President Ex-Officio and will serve as an advisor to the newly elected President as needed.


  • The first alternate to attend the ANA/ANA-NY Annual Meeting as a representative of the PNA of Dutchess/Putnam, Inc.
  • Oversee all committees and assist committees where needed.
  • Chair the Awards Committee and oversee all duties of that committee.
  • Deliver to successor, within one month after expiration of his/her term of office all association properties (including former NYSNA District 12 property) in his/her possession.

Section 6.  The Recording Secretary shall

  • In the absence of the President and Vice-President, assume the duties of the office and be the second alternate to attend the ANA/ ANA-NY Annual Meeting.

 B.  The Recording Secretary shall have access to a computer and shall possess computer skills.

C.  Record the minutes of all proceedings of the organization.

D.  Make changes to the officer/board spreadsheet, update bylaws as needed.

E.  Notify ANA-NY of all changes of officers and board.

F.  Deliver to his/her successor within one month after expiration date of his/her office all association properties including papers, letters and electronic data

Section 7.   The Corresponding Secretary

  A.  The Corresponding Secretary shall have access to a computer and shall possess computer skills.

B.  Conduct the general correspondence of the PNA of Dutchess/Putnam, Inc. and preserve all papers, letters and transactions including electronic data within his/her possession.

C.  Notify all officers and directors of their election and committee chairpersons of their appointments.

D.  Collaborate with the Program Committee members to email or address and mail flyers and/or notices of meetings and events to the membership/board and post on the website and Facebook page.

E.  Develop the flyer for education meetings, post on social media and mail to members who do not have an e-mail address.

F.  Deliver to his/her successor within one month after expiration date of his/her office all association properties including papers, letters and electronic data

Section 7.  The Treasurer shall:

  • Assist the membership committee in sending notices of dues renewal to organization members.  The treasurer shall have access to a computer and shall possess computer skills.
  • Receive and bank all dues and other funds.
  • Pay all bills authorized by the President or Directors and sign all checks.
  • Keep an accurate record of all money received and expended.
  • Give a report, at each meeting of the association and the Board of Directors.
  • Have available for audit, each year, the books in which accounts have been kept.
  • Keep an accurate list of the membership of the Association with the mailing AND the Email address of each member.
  • Be chairperson of the finance committee.
  • Prepare the annual budget.
  • Notify the banks of change of officers, along with the President, act as signatory of the organization and be responsible for having the new officers’ (President & Treasures) signatures registered with respective banks.
  • Update the member list, on the spreadsheet, as dues are received to keep an accurate record of all dues paying members. This is accomplished through the mail and through the website.
  • Attend each board meeting (October, December, February, April, June) and present a report of the financial status of the organization.



Section 1 – Appointments

All standing committee chairpersons except the Committee on Nominations shall be 

appointed by the President and approved by the Board of Directors at or immediately 

after each annual meeting to serve a term of two (2) years or until their successors are installed.

A majority of persons in attendance of any committee shall constitute a quorum.

Section 2 – Composition

There shall be the following standing committees of at least three (3) persons, including 

the chairperson, unless otherwise determined by the Board.

A. The Committee on Awards shall:

1.  In collaboration with the Program Committee, develop plans for the Awards/Annual Meeting event and send awards applications to the membership and other relevant organizations by February 15th of each year.

2.  In collaboration with the Program Committee book a venue for the event.

3. Collect and organize the submitted applications. Evaluate and decide on the recipients using the established rubric and in consult with the members of the event committee

4.  Communicate via email with the award recipients and their nominator about the intent to honor the award recipient and inform the nominator of their responsibilities in the award presentation.

5.  Communicate via email with the nominators who were not successful in obtaining the award.

6.  Order the award plaque/trophies.

7.  Persons submitting a nomination in any excellence award category (Administration, Education, Clinical Practice or Rising Star) must be a Registered Nurse.

8.  Organize the details of the celebration event including sending a “save the date” at least two months before the event (March 1st),  oversee the development of the event program, serve as the moderator of the event, oversee the development of a bio for each recipient, solicit donations for the event in collaboration with the scholarship chairperson.

B. The Committee on Program shall:

1. Develop plans and submit to the Board of Directors a copy of the general 

program meetings to be held throughout the year.

2. Coordinate each general meeting and secure a venue for the meeting.

3. Develop the focus and plans for the annual meeting in collaboration with the events chairperson..

4. Assess the specific continuing education needs of the nurses in the association and secure speakers for education dinner meetings to meet those needs.

5. Develop a flyer, in collaboration with the corresponding secretary, for each educational meeting and forward the flyer to the corresponding secretary or program committee member for mailing.

C. The Committee on Legislation shall:

1. Work with the ANA committee on legislation pertaining to nursing issues 

2. Advise the Board of Directors, members and associates of proposed state, 

federal and local legislative matters relating to nurses, nursing and health.

D. The committee on Publicity shall:

1. Plan and promote the District public relations program, subject to the Board of Directors approval.  Submit award recipients and scholarship recipients names to the media.

2. Inform nurses about the activities of the professional nursing organizations.

3. Promote better understanding of professional nursing to the public. 

E. The Committee on Nominations (the only elected committee) shall:

1. Solicit and prepare the slate of nominees for office, including a committee on nominations to 

be filled that year of members willing to serve if elected and present the slate at 

the annual meeting. No member of the committee on nominations shall succeed 

herself or himself. The elected officers by oral or written declaration made upon 

or prior to their election shall indicate their willingness to serve faithfully and 

discharge the duties and obligations of the office to which they are elected and to 

which they may succeed.

2.  Request from the candidate and submit to the recording secretary, a bio on each candidate for presentation at the annual meeting.

F. The Committee on Bylaws shall:

1. Receive full proposed amendments to the Bylaws of this association.

2. Seek approval of the Board of Directors of this Association of these proposals.

3. Submit proposed amendments for action to the voting body of this Association in 

    accordance with the provisions for amendments of these Bylaws.

4.  Review and make changes to the bylaws every 5 years.

G. The Committee on Membership shall:

1. Devise ways and means of recruiting and retaining members and methods of 

organization for making such membership effective.

2. Send membership renewal notices annually in the month of August.

H. The Committee on Finance shall:

Include the Treasurer of this District, who shall serve as chairperson and two (2) 

other members of the District and shall: 

1. Prepare the budget for the coming year to include advice as to the expenditure of 

funds, reporting on revenues and expenses and offer recommendations for fund 

raising to the Board of Directors at meetings of the body.

2. Review the financial status of this Association.

3. Advise regarding financial policies.

I. The Committee on Scholarship and Donation Activities shall:

1. Develop criteria for scholarship awards for approval to the Board.

2. Provide for dissemination of information to members and others.

3. Select the most qualified candidate, using the existing algorithm and present to the Board of Directors at the final meeting before summer break.

4. Solicit donations and create avenues to continuously fund the Scholarship .

5. Work collaboratively with the Event Committee Chairperson to solicit donations from local businesses and individuals for the event raffle.  Develop a flyer, in collaboration with the corresponding secretary, to advertise the contributing business and individuals for posting at the events celebration and for publication in the yearly newsletter.

J. The Committee on Newsletter shall:

1. Shall produce/develop a newsletter at least once a year.



The Board of Directors may recommend Honorary Recognition of persons who have rendered distinguished service to the nursing profession. These persons will be honored at the Annual Awards Event and shall have the privilege of attending meetings of the District but shall not be eligible to vote on any matters presented at said meetings, unless already an acting officer/board member.  They will receive the bulletins of this District as issued and notices of meetings and events



The election shall take place at the annual meeting.

There shall be elected at each annual meeting the committee on Nominations.

The president of this Association shall appoint (3) three tellers who shall act as inspectors of the votes (may not be any member who is on the current ballot).

Members eligible to vote shall be identified according to the Treasurer’s list of active members.

A plurality vote of the members present entitled to vote and voting shall constitute an election and the winner of the election is whichever candidate represents a plurality of voters, that is, whoever received the largest number of votes.

In the event of a tie, the choice shall be decided by the Presidents secret ballot.  

All elections shall be conducted by secret ballot.  Votes shall be counted by (3) three tellers appointed at the annual meeting by the President.

All ballots, credentials of the voting body and other records of the election shall be 

preserved for one (1) year after the election.



The annual meeting of the District shall be held in the month of May.

The annual budget shall be presented, and preliminarily approved, by the officers/board members, at the April board meeting.  The preliminary approval by the officers and board will be presented to the membership for final approval.

Regular meetings shall be held four (4) times per year.

Special meetings may be called at any time by the President and shall be called by the 

President upon majority vote of the Board of Directors or upon written request of the membership.

The Corresponding Secretary shall send notices of all education meetings to the members at least one (1) month prior to the meeting. Notices of board meetings will be sent to the officers/board at least two weeks before each meeting date.

The voting privilege shall:

A. Be limited to members The PNA of Dutchess/Putnam, Inc.

B. No absentee or proxy voting shall be permitted and

C. The vote of the President will decide all matters of a tie vote.

Two (2) officers and ten (10) members shall constitute a quorum at any annual, regular meeting.

Order of Business is established as set forth on the last page of these bylaws.



The fiscal year shall be the calendar year.




NURSES NOTES  is the official publication of this association.




Robert’s Rules of Order, Revised shall be the parliamentary authority of the Association and 

The Board of Directors when not inconsistent or in conflict with these Bylaws.


Article XII

These Bylaws shall be reviewed by the Board of Directors every five (5) years beginning in 2014. These Bylaws shall be amended at any annual or regular meeting by two-thirds vote of the 

members present and provided the proposed amendments have been sent to each 

member of the District at least one (1) week prior to such meeting.


Regular Business

1. Call to order

2. Minutes of the last meeting

3. Report of the Treasurer

4. Communications

5. Report of the Board of Directors

6. Report of the Standing Committees

7. Report of the Special Committees

8. Old/New Business

9.  Adjournment


Annual Meeting

1. Call to order

2. Annual address of the President

3.  Introduction of the award recipients

4. Annual report of the Treasurer

5. Annual reports of the Standing Committees:

a. Nominating Committee and

b. Introduction of candidates by Chairperson of the Nominating Committee

6. Miscellaneous Business

7. Reports of tellers

8. Adjournment



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