SGNA Regional Society Model Bylaws are provided as a guide for the convenience of Regional Society
leadership in implementing a bylaw document which meets the standards of SGNA. They are not intended to provide legal
advice and Regional Society leadership are expected to obtain local legal counsel.
Article I: Name
The organization is a chartered RegionalSociety of the SOCIETY OF GASTROENTEROLOGY NURSES AND ASSOCIATES,
INC.,( herein referred to as SGNA), the full name of which is South Central Texas Society of Gastroenterology Nurses and Associates
(herein referred to as the REGIONAL SOCIETY.
ARTICLE II: PURPOSES
As a regional Society of SGNA, the Regional Society's primary purpose is to bring the benefits of national
membership to SGNA members at the local level. In recognition of SGNA's purposes, the purposes for which the Regional
Society has ben formed and will be operated are:
to unite in one Regional Society persons engaged in any capacity in the fields of
gastroenterology and/or endoscopy nursing
to encourage and develop educational programs for persons in such fields
to advance the technology, science and arts of practicioners in such fields
to advocate optimal care for patients with digestive diseases and those undergoing
diagnostic and theraputic procedures
and to cooperate with other professional societies, corporations and governmental bodies
involved in such fields
Specifically, the Regional Society's duty is to provide educational opportunities to its members as required
by the policies and procedures of SGNA.
The property and income of the Regional Society shall be used solely for the above-referenced purposes and
shall not inure to the benefti of any individual, and the Regional Society shall not engage in any activity which would prevbent
it from gaining or cause it ot lose status as an exempt organization under Internal Revenue Code Section 501 (c) (6).
Article III: Membership
3.01 Eligibility (Qualifications)
Membership in the Regional Society
shall be oepn to all qualified individuals who are
members of SGNA.
3.02 Classes of Members
Classes and categories of
members shall be those designated by the SGNA in its
bylaws, and such blaws may
be amemded from time to time. This shall include
registered nurses, licensed
vocational nurses, technicians and assistants engaged
in gastrointestinal fields.
3.03 Membership Processing
Membership applications, classifications
changes, resignations, suspensions and
expulsions for the Regional Society
shall be acted upon in accordance with the
determinations of SGNA.
3.04 Membership Benefits
and programs shall be made available to the Regional Society
Members in accordance with policies and procedures established through
the annual chartering process. In accordance with SGNA established
policies and procedures, the Regional Society shall issue other official
publications as determined to be within the scope of the Regional Society's
purposes. All members of the regional Society shall be included in the
distribution list, as well as the SGNA Regional Societies Committee Chair
and the SGNA Executive Director.
Article IV: Nondiscrimination Policy
The policy of the regional Society is nondiscrimination on the basis of disability, race, color, creed,
religion, sex, age, country of origin, country of education or sexual orientation.
Article V: Dues
5.011 Amount: The Regional Society Board of Directors shall determine from time to
annual dies payable to the Regional
Society by members of each class and/or category,
and shall give appropriate notice
to SGNA for the purpose of collection and
administration of any such dues
in accordance with SGNA policies and procedures.
Dues are payable annually each
Article VI: Officers and Directors
Required elective officers of the Regional Society shall be President, President-
Treasurer, Secretary, Immediate Past President, and three (3) members of
the Nominating Committee.
The Regional Society Board
of Directors shall consist of a minimun of three (3) directors
elected by the members of
the Regional Society. The elective officers may serve
simultaneously as directors
to fulfill this requirement.
All officers of the Regional
Society shall have such authority and perform such duties
in the management of the
Regional Society as may be provided in these Bylaws, and
the Articles of Incorporation
or as may be determined by the SGNA Board Directors in
policies and procedures not inconsistent
with the Articles of Incorporation or the
the officers shall have the following duties:
shall represent the Regional Society Board of Directors and the Regional
shall appoint all non-elective committee chairs and members with the
approval of the Regional Society Board of Directors.
shall serve as ex-officio member without vote on Regional Society
standing and special commitees except the Committee on Nominations
shall terminate Regional Society committee appointments, subject to the
approval of the Board of Directors;
shall submit to the Regional Society Board of Directors copies of
correspondence pertaining to the affairs of the regional Society;
shall, in the absence of a Treasurer, delegate the duties and responsibilities
of the Treasurer to another officer or assume those duties;
submit to the Regional Society and SGNA Board of Directors an
annual report of the Regional Society;
shall automatically accede to the presidency when the Regional Society
term ends or in the President's absence, disability or resignation;
also perform such duties as may be delegated by the Regional Society
or by the Regional Society Board of Directors.
shall record or cause to be recorded the minutes of all meetings of the
Regional Society and Regional Society Board of Directors;
shall be responsible for notification of officers and directors of meetings
of the Board of Directors;
shall preserve correspondence, reports,records, Bylaws and the Policy
and Procedures Manual of the Regional Society in a permanent file.
shall be in charge of all funds of the Regional Society;
shall be bonded, the cost to borne by the Regional Society;
shall keep an accurate record of all Regional Society receipts and
shall assist in the direction of all finanacial affairs and sign checks
of the Regional Society in accordance with Section 12.03 of these
shall present financial reports to the Regional Society Board of
Directors as requested;
shall present an annual report to the Regional Society members at
the annual membership meeting
shall serve as chair of the Regional Society Budget and Finance
Past President: A Regional Society President or an acting
Regional Society President elected by the directors, pursuant to Section
6.04, shall have the status of Immediate Past President until the term as
chair of the Committee on Nominations and Elections expires as outlined
under Article VII, Nominations and Elections, Section 7.03, or from the
time she/he leaves office as Prssident or acting President until the next
of officers. Thereafter, she/he shall have the status of Past President.
The Immediate Past President shall serve as Parliamentarian while in office.
Directors: The Directors shall have the authority and perform such duties
in the management of the Regional Society as may be provided in these
Bylaws and the SGNA and the Regional Society policy.
The Regional Society Delegates and Alternate Delegate shall
the Regional Society to the SGNA House of Delegates Committee.
Alternate delegate will be available to seating if the Delegate is not
present. Delegates and Alternate Delegates must be voting members of
the Regional Society.
President and President-Elect: Each elective officer, except Secretary and
shall serve for two (2) years or until a successor is elected. The
of office shall begin January 1.
Only members serving more than one-half (1/2) of a term in the offices
Secretary, Treasurer or Director-at-Large shall be considered to have
served a full term. This rule shall not apply to the offices of President
Only voting members of the
Regional Society are eligible to be an elective or
appointed officer of the
President: If the office of President becomes vacant, the President-Elect
become acting President until the end of the term and shall at that
time become President for the ensuing term.
President-Elect: If the office of President-Elect becomes vacant, the
shall be filled, by the affirmative vote of two-thirds (2/3) of the
members of the Board in office, by a currently seated Board member who
meets the qualifications of President-Elect (see Section 7.02) to serve as
acting President-Elect until the end of the term.
President and President-Elect: If the office of President becomes vacant
while there is a vacancy in the office of President-Elect, the Board of
Directors shall elect, by the affirmative vote of two-thirds (2/3) of the
members of the Board in office, an acting President who shall serve only
the end of the term of the President. Then, at the regularly scheduled
election, a President and President-Elect shall be elected.
Other Vacancies: If the office of the Secretary or Treasurer becomes vacant,
the Board of Directors shall elect, by the affirmative vote of two-thirds (2/3)
the members of the Board in office, an acting Decretary or Treasurer from
among the voting members of the Regional Society, including the officers
Any eligible member
may serve as both Secretary and Treasurer. No person may hold
any other combination
of two offices. Any officer may be chair or member of any
Officers elected by the membership may be removed from office by
two-thirds (2/3) vote of the members present at a membership meeting
at which a quorum (see Section 8.04) is present or by mail ballot as
provided for in Article VIII of these Bylaws if, in the judgement of the
members, the best interests of the Regional Society will be served thereby.
Officers elected by the Board of Directors may be removed by the Board
by majority vote of the directors in office if, in their judgement, the best
interests of the Regional Society will be served thereby.
of office for any reason all officers of the Regional Society shall
all records or other property of the Regional Society to the successors within
thirty (30) days
Article VII: Nominations and Elections
Annual elections shall be conducted to elect officers and elective positions.
Only voting members are eligible to serve as a director, officer or member
of the Committee on Nominations and Elections.
7.03 Nominating Procedures
The Immediate Past President
shall serve as chair of the Committee on Nominations
If there is no Immediate Past President, the incoming President shall,
with the approval of the
Board of Directors, appoint the Committee chair. In accordance
with policies and procedures
established by the Board of Directors, the Committee
shall consider the qualifications
of all candidates proposed by the membership or by
members of the Committee
itself. The committee shall create a slate of candidates
for presentation to the membership.
7.04 Election Procedures
The Committee on Nominations
and Elections shall recommend procedures for
elections, in accordance
with applicable state laws, subject to the approval of the
Board of Directors.
Election of officers and directors and other elective positions shall
be at the Annual Meetings
of the Regional Society or by mail ballot cast by voting
members, with each member
having one (1) vote for each office to be filled. A
plurality shall elect.
In case of a tie for any office, the election shall be decided by a
run-off election between
the two tying candidates. Should the two tying candidates
again tie in the run-off
election, the tie shall be broken in accordance with policies
and procedures established
by the Board of Directors. Results of elections shall be
tabulated and communicated
Article VIII: Membership Meetings
8.01 Annual Membership Meeting
The annual meeting of the
Regional Society members shall be held the 3rd Monday
of April. At the annual
meeting, the members shall consider reports from directors,
officers and committees and
transact such other business as may come before the
meeting. At the annual
meeting, recommendations will be developed for resolutions
to be brought to the SGNA
House Delegates. If, in case of emergency, the annual
meeting is not held at the
prescribed time, business which should have been
conducted at the meeting
shall be conducted promptly by mail or at a special meeting
of the members.
8.02 Special Membership Meeting
Special meetings of the Regional
Society members may be called by the President, by a
majority of all the
directors or upon request of at least ten (10) percent of the voting
members. Special meetings
shall be held at such time and place as the Board of
Directors shall determine.
Any business of the Regional Society may be considered and
transacted at any special
meeting provided writen notice has been given to the
members as provided in section
8.03 Notice of Membership Meetings
Written or printed notice
stating the place, day and hour of any meeting of members
shall be sent by regular
mail to each member of each class not less than fourteen
(14) days before the date
of such membership meeting. Notice of meeting published in
the journal, newsletter
or in a separate communication of the Regional Society
which is distributed within
such time limits shall be valid notice to all members.
In the case of a special
membership meeting or when required by statue or by these
Bylaws, the purpose for which
the meeting is called shall be stated in the notice. Notice
of a meeting whether published
in the Regional Society journal, newsletter or in a
separate communication, shall
be deemed to be delivered when deposited in the U.S.
mail addressed to a member
at the address as it appears on the records of the
Regional Society with postage
Ten (10) percent of all voting
members or three (3) voting members (whichever is
greater), credentialed in
accordance with policies and procedures approved by the
Board of the regional Society,
shall constitute a quorum at any membership meeting
or for any mail vote in whch
members vote by mail. Proxy voting is not valid.
At Membership Meetings: Voting shall be conducted in accordance with
standard rules adopted by the members in attendance, providing that no
proxy voting shall be allowed.
By Mail: The directors, by majority vote of all directors, may order a mail
vote on any item of business which is subject to the approval of the voting
An affirmative vote of a majority of members voting by mail shall
be necessary for adoption of any matter, except elections, unless a greater
is required by law, the Articles of Incorporation or these Bylaws.
Unless a larger porportion of affirmative votes is required by these Bylaws,
in the Articles of Incorporation, by law or by policy and procedures of SGNA,
the affirmative vote of (a) majority of the members present and voting at any
duly constituted meeting of the membership, or (b) a majority of the members
submitting votes in a vote by mail ballot, shall be sufficient to authorize any
act by the membership.
Article XI: Board of Directors
The affairs of the Regional
Society shall be goverened and managed by a Board of
Directors duly selected
by the Regional Society membership. Directors must be voting
members. In accordance
with policies and procedures promulgated by SGNA, the
Board shall have full authority
to interpret and implement all the provisions of these
Bylaws. All interpretations
of the Bylaws shall be by three-fourths (3/4) vote of the
entire Board and shall be final
In accordance with policies and procedures promulgated by SGNA, develop
and abide by the BYlaws and Policies of the Regional Society;
In accordance with policies and procedures promulgated by SGNA, supervise
and direct the business and financial affairs of the Regional Society;
In accordance with policies and procedures promulgated by SGNA, set all
fees payable to the Regional Society;
In accordance with policies and procedures promulgated by SGNA, develop,
monitor and evaluate programs which further the Mission and Strategic
Goals of the Regional Society;
Identify relevant professional issues for educational presentation to the
Regional Society membership;
Retain management and staff services (if applicable) as needed in accordance
with policies and procedures;
Appoint President and President-elect as Delegate and Alternate Delegate
to the SGNA House or, in their absence, appoint two other representatives;
and submit annual charter documentation as required by policies
and procedures of SGNA.
Society shall have eight (8) directors. The directors shall be two kinds:
and at large. Directors shall serve their respective terms of office and shall
continue in office
until their successors have been duly elected.
Ex-officio Directors: The President, President-Elect, Secretary, Tressurer,
Immediate Past President, and Delegate and Alternate Delegate to the SGNA
House of Delegates Committee shall, by virtue of their offices, serve as
Regional Society directors (with vote) while they continue in such offices;
Director-at-Large: The remaining three (3) of directors shall be elected from
the membership at large and shall serve for the terms of two (2) years. As
close to one-half (1/2) as is practical of the three (3) directors shall be elected
each year. No director-at-large shall serve more than two (2) consecutive
terms. Time served as an ex-officio director shall not be counted in
determining the two (2) consecutive terms of a director-at-large.
Meeting: The annual meeting of the Board of Directors shall be held
without any notice, other than by Bylaws, immediately before and at the
same place as the annual membership meeting of the members.
Special Meetings: Special meetings of the Board of Directors may be
called by the President, or shall be called at the request of one-fourth
(1/4) of the directors. Special meetings shall be held at such place and
time as the President shall determine. Notice of any special meeting
of the Board of Directors shall be given at least five (5) days
previously thereto by written notice delivered personally or sent by
mail or telegram to each director at the address as shown by the
records of the Regional Society. Such meetings shall be conducted
in accordance with policies and procedures approved by the Board
Regular Meetings: Regular meetings of the Board of Directors shall be
convened in accordance with established policies and procedures.
Guests: The President may invite guests in accordance with policies
and procedures approved by the Board of Directors to attend the
meetings of the directors but without vote.
A majority of the Board
of Directors in office shall constitute a quorum for the
transaction of business
at any meeting of the Board.
Each member of the Board
of Directors shall have only one (1) vote as director. No
proxy voting shall be valid.
Unless a larger proportion of affirmative votes is required
by the Bylaws, in the Articles
of Incorporation or by law, the affirmative vote of a
majority of the Board of
Directors present and voting at any duly constituted meeting
of the Board shall be sufficent
to authorize by the Baord of Directors.
9.07 Waiver of Notice
Vacancies occuring among Directors-at-Large
shall be filled by a majority vote of all
of the remaining directors.
A director elected by the Board of Directors to fill such a
vacancy shall serve for the
unexpired term of the predecessor in office.
Article X: Executive Committee
The Board of Directors of
the Regional Society may establish an Executive Committee
which shall consist of the
Consistent with applicable
state law, the Executive Committee will be charged by the
Board with addressing issues
between Board meetings, subject to limitations imposed
by Board policy.
The Executive Committee shall take no action (a) with respect to the
election of officers or (b)
with respect to filling vacancies on the Board of Directors or
Article XI: Compensation
No director or officer shall
receive any salary, fee or other renumeration for services
rendered as director or officer.
The directors may, by resolution, provide for the
payment of reasonable compensation
for services rendered by persons who may be
voting members, directors
or officers of the Regional Society in specific capacities.
The Board of Directors may,
by resolution, provide for the reimbursement of any director,
officer or member for the
reasonable budgeted expenses incurred by the director,
officer or member carrying
out any business of the Regional Society including, but not
limited to, traveling
to and from attending meetings of the directors or any
Regional Society committee.
Article XII: Fiscal Procedures
12.01 Annual Budget
The Board shall, by such procedure
as it may prescribe, adopt a budget each fiscal year
appropriating and authorizing
expenditures of funds for the operation of the Regional
Society. Funds to meet
this budget are to be provided by members' dues or through other
means commensurate with the
purposes of the Regional Society and the applicable laws
and policies. The budget
shall be developed and monitored by the Budget and Finance
The Board of Directors may
authorize any officer, agent or agents of the Regional Society,
in addition to the officers
to authorize by these Bylaws, to enter into any contract or execute
and deliver any instrument
in the name of and onn behalf of the Regional Society, and
such authority may be general
or may be confined to specific instances.
12.03 Checks, Drafts or Orders
All checks, drafts or
orders for the payment of money, notes or other evidences of
indebtedness issued in the
name of the Regional Society shall be signed by the Treasurer
or, in the absence of the Treasurer,
by the President or other officer or person of the
Regional Society as designated
by the Board of Directors, in accordance with policies and
procedures established by the
Board of Directors.
All funds of the Regional Society
shall be depositied from time to time to the credit of
the Regional Society in such
bankx, trust companies or other depositories as the Board
of Directors may select.
The Board of Directors may
accept, on behalf of the Regional Society any contribution,
gift, bequest or device for
any purpose of the Regional Society.
12.06 Fiscal Year
The fiscal year of the Regional
Society shall end on December 31.
12.07 Books and Records
The Regional Society shall
keep correct and complete books and records of account
and shall also keep minutes
of the proceedings of its members, Board of Directors and
committees having and exercising
any of the authority of tje Board of Directors and shall
keep a record giving the names
and addresses of all categories of members. Upon written
request to the Board of Directors,
books and records of the Regional Society may be
inspected by any member or
the members' agent or attorney for any proper purpose at any
Article XIII: Committees
13.01 Standing Committees
13.011 The Regional Society
shall have the following Standing Committees: Budget
and Finance, Nominations and Elections and Program.
13.012 The members
of the Committee on Nominations and Elections shall be elected
or appointed pursuant to policies and procedures. Vacancy: A vacancy in the
Committee on Nominations and Elections shall be filled by majority vote of the
Board of Directors in office. A vacancy in the chairmanship of the Committee
shall be appointed in accordance with policies and procedures by the President
with approval of the Board of Directors.
13.013 The other
standing committees and their chairs shall be appointed by the
with the approval of the Board of Directors. All chairs must be
voting members of the Regional Society. Committee members may be selected
from any class membership. Any member thereof may be removed by the person
persons authorized to appoint such members whenever, in their judgement,
the interest of the Regional Society shall be served by the removal.
13.014 Duties of
committees shall be specified and approved by the Board of Directors
in accordance with the established policy.
13.02 Special Committees
Other committees with limited
authority may be designated by a resolution adopted by a
majority of the directors present
at a meeting at which a quorum is present. Except as
otherwise provided in such
resolution, members os each such committee should be
members of the Regional Society,
and the President of the regional Society shall appoint
the members thereof.
Any member thereof may be removed by the person or persons
authorized to appoint such
members whenever, in their judgement, the interests of the
Regional Society shall be served
by the removal.
Article XIV: Waiver of Notice
Whenever any notice is required to be given under the provisions of applicable law or under the
provision of the Articles of Incorporation of the Regional Society or by these Bylaws, 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: Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern
the Regional Society in all cases to which they are applicable and in which they are not inconsistent with statue, these Bylaws
or a specific provision of the Article of Incorporation and any special rules of order the regional Society may adopt.
Article XVI: Indemnification and Insurance
The Regional Society shall,
to the fullest extent permitted by law, indemnify and hold
harmless each person who
serves as an officer of the Regional Society, as a member
of the Board of Directors
of the Regional Society, as a member of any duly authorized
committee of the Regional
Society or as an employee of the Regional Society from and
against any and all claims
and liability, whether the same are settled or proceed to
judgement, to which such
person shall have become subject by reason of his or her
having acted in the capacity
or capacities heretofore enumerated, or by reason of any
action alleged to have
been taken or omitted by him or her in such capacity, and shall
reimburse (to the extent
not otherwise reimbursed by insurance) each such person for
all legal and other
expenses, including the cost of settlement reasonably incurred by
him or her in connection
with any such claim, liability, suit, action or proceeding;
provided, however, that no
such person shall be indemnified against or be reimbursed
for any claims, liabilities,
costs or expenses incurred in connection with any claim or
liability or threat or prospect
thereof if he or she did not meet the standards of conduct
required by applicable law
in order to permit the corporation so to indemnify him or her,
or if the claim or liability
arose out of the person's:
willful failure to deal fairly with the Regional Society or its members in connection
with a matter in which the person has a material conflict or interest;
violation of criminal law, unless the person had reasonable cause to believe his
her conduct was lawful or no reasonable cause to believe his or her conduct
transaction from which the person derived an improper personal profit or benefit;
The South Central
Texas Regional Society of Gastroenterolgy Nurses and Associates,
Inc., may obtain
insurance to protect the officers, directors, committee members,
members, staff and
the Regional Society against liability in accordance with the
policies and procedures
Article XVII: Dissolution
17.01 In the event of dissolution of the Regional Society, the net assets
of the corporation
shall be applied and
distributed as follows:
17.011 All liabilites
and obligation shall be paid, satisfied and discharged, or adequate
provision shall be made thereof in accordance with applicable law.
any assets shall remain after the provisions of Section 17.011 of the Bylaws
have been complied with, any remaining assets shall be distributed to SGNA
for application to activities and purposes consistent with those of the Regional
Article XVIII: Amendent of Bylaws
In this Article, the
tern "Amendment" means and includes any and all of the following:
The adoption of a new
Bylaw; the change in part or whole of an existing Bylaw or the
repeal of a Bylaw.
to these Bylaws shall be submitted in writing to SGNA no later
than thirty (30) days following the adoption of such amendments. SGNA retains
the right to approve such amendments and to provide appropriate language
(consistent with the approved amendment) before they take effect for the
Regional Society. These Bylaws must, at all times, be consistent with the
of SGNA. Should the Bylaws of SGNA be changed, then these Bylaws
shall be amended immediately to eliminate said inconsistency.
18.02 At Annual Meeting
The Bylaws may be amenede
at any Annual Business Meeting, but no Amendments
shall be voted upon
and adopted unless:
18.021 Such Amendments
has been sent, in proposed form, to each voting member
at least thirty (30) days prior to the annual meeting; and unless
18.022 Such proposed
Amendment receives the affirmative vote of two-thirds (2/3)
of the votes cast of an annual membership meeting.
18.03 Between Annual Business Meetings
In the absence of or
between Annual Business Meetings, Amendments to the Bylaws
may be submitted to
the membership by mail ballot conducted by the Board provided
that a period of at
least thirty (30) days shall be given between the date the ballots
are mailed and a date
fixed for the close of voting thereon. To be adopted, each such
Amendment must receive
the affirmative vote of two-thirds (2/3) of the members
voting by mail.
18.04 By Written Petition
Amendments to the Bylaws
may be proposed by written petition signed by at least
twenty (20) percent
of the total voting membership and delivered to the Board not less
than forty-five (45)
days prior to the date of any Annual Business Meeting so that notce
thereof may be sent
to each member at least thirty (30) days prior to the Annual Meeting.
Article XIX: Applicable Law
In the event of a conflict between the terms of these Bylaws and the state law applicable to
the Regional Society, the relevant provisions of the applicable state law shall govern.