Article I:  ORGANIZATION

The name of this organization shall be the EMERGENCY NURSES ASSOCIATION (ENA), Minnesota State Council (MSC), a not-for-profit corporation incorporated in the State of Minnesota.

The Minnesota State Council of ENA is affiliated with, and chartered by, the National Emergency Nurses Association (ENA), to implement its philosophy, objectives, and leadership on the State Level; as well as to coordinate the professional activities of Chapters within Minnesota in liaison with the National ENA. State Councils shall act in accordance with Bylaws and Procedures established by the National Association of ENA, General Assembly, and the Board of Directors of National ENA.

Purpose
The purposes for which the corporation is organized are educational, within the meaning of Section 501c (3) of the Internal Revenue Code of 1986, as amended, including but not limited to the advancement of emergency nursing through education and public awareness.

2013:  Reviewed and Approved
11/2015:  Reviewed and Approved
08/2018: Reviewed and Approved

Article II: MISSION

The mission of the Minnesota Emergency Nurses Association is to advocate for patient safety and excellence in emergency nursing practice.
Objectives: Minnesota ENA exists to:

  1. Promote the specialty of emergency nursing.
  2. Promote the interests of ENA’s members and to improve the professional environment of the emergency nurse through education and public awareness.
  3. Promote ethical principles as defined in the ENA Code of Ethics for Emergency Nurses and the American Nurses Association Code of Ethics.
  4. Actively collaborates with other health related organizations to improve emergency care.
  5. Be the primary resource for emergency nursing leadership, education, and research.
  6. Define standards that serve as a basis for emergency nursing practice.
  7. Develop, disseminate and evaluate emergency nursing education and research.
  8. Encourage interaction and mentorship among emergency nurses.
  9. Identify and disseminate information on key trends affecting and pertinent to emergency nursing.
  10. Serve as an advocate for the public regarding emergency care.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018: Reviewed and Approved

Article III: CHARTER

  1. The National Emergency Nurses Association charters the Minnesota State Council to function as an affiliate of the National Association at the State Level. This Charter is dependent upon meeting the National ENA “filing of documents guidelines”.
  2. Failure of the Minnesota State Council to adhere to the Bylaws and Procedures established by the National Association shall be cause for suspension or revocation of Charter.  Such suspension or revocation shall be in accordance with procedures established by the National Association.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018: Reviewed and Approved

Article IV: MEMBERSHIP

  1. MINNESOTA ENA MEMBERSHIP AND ORGANIZATION:
    1. There are three levels of ENA membership in Minnesota; National, State, and Chapter.
      1. Any person joining the National Emergency Nurses Association is automatically a member of the State and Chapter of the Minnesota Emergency Nurses Association in which said member resides.
      2. This member may ask to be affiliated with a different state and chapter by making a request to National ENA.
      3. National ENA members who reside outside of Minnesota may request to be assigned to Minnesota through the National ENA office.
    2. Membership Types
      1. Active members are Professional Registered Nurses, licensed in the United States, whose dues are current. Active members may also be a Registered Nurse licensed, (or equivalent) living outside the United States, and whose dues are current. (See National ENA Bylaws for additional descriptions of membership types.)
    3. Rights and Privileges: Minnesota ENA members are held to the same requirements and have the same privileges as described at the National ENA level.
      1. Active National and International members have the right to vote, hold elected office, and serve on committees. Additionally, these members have the responsibility to support the purpose, mission, objectives, and positions of ENA.
      2. Members may have their membership terminated by a 2/3 vote of the Board of Directors for failure to adhere to the ENA Bylaws, or just cause. Such action shall not be taken until a member is advised of specific charges and given the opportunity to respond.
    4. Dues and Finance
      1. Membership fees of ENA members shall be determined by the National ENA Board of Directors.
      2. Member’s dues must be currently maintained or termination of membership will result, unless the member holds a non-dues paying membership.
      3. A portion of each member’s National dues are allocated back to the State Council and chapter of residence. Some states may request an additional surcharge to be collected by National ENA on their behalf.
      4. The fiscal year shall be January 1 through December 31.
  2. MINNESOTA STATE COUNCIL ORGANIZATION AND MEMBERSHIP
    The Emergency Nurses Association MN State Council (ENA MSC) is incorporated with the state of Minnesota, in accordance with National ENA Bylaws and Procedures. ENA MSC is the state level constituent in Minnesota and has the responsibility to monitor and address professional issues related to emergency care throughout Minnesota. The business of Minnesota is conducted through the MN State Council.
    1. ENA Minnesota State Council composition
      1. There will be up to four (4) directors from each Chapter. Chapters shall be represented on the State Council by its respective Chapter President. Up to three additional Chapter directors shall be determined by each Chapter, in conjunction with the Minnesota State Council, Bylaws and Procedures.
      2. Chapters will submit the names and number of directors for the following year to the current Minnesota State Council president by October 15.
    2. Responsibility of the Emergency Nurses Association Minnesota State Council (ENA MSC)
      1. Monitor and address professional issues related to emergency care.
      2. Act as an integral component of National ENA, in accordance within its Bylaws and Procedures.
      3. Serve as a resource for emergency nursing and patient care within Minnesota.
      4. Coordinate a State Delegation to the National ENA General Assembly in accordance with procedures.
      5. Allocate funding for each delegate to the National ENA General Assembly in accordance with procedures.
    3. Minnesota ENA Chapters and ENA MN State Council:
      1. The local chapters of Minnesota ENA are integral components of the State Council and exist under the State Council’s corporate status in accordance with National ENA Bylaws and Procedures
      2. Each chapter has the responsibility and right to provide a Chapter President, and up to three additional directors for active participation at the State Council in accordance with Procedures.
      3. Chapters will determine each director’s length of term.
      4. The Chapters, in conjunction with the Minnesota State Council will develop protocols to determine selection and seating of directors on the State Council.
      5. Minnesota’s ENA Chapters are described in Appendix A (which is the zip code assignment of chapter membership) of this document. If there are no Chapters, Minnesota State Council will be composed of “members-at-large”.
      6. The Charter for a Chapter may be suspended, re-instated, or revoked in accordance with the National and State Bylaws and Procedures
      7. If a group of ten (10) or more Minnesota ENA members wish to create a new Chapter, they must follow the National ENA Bylaws and Procedures in the process of requesting to do so.
      8. In the event that a Chapter has had its Charter withdrawn by National ENA and wishes to re-establish its Chapter/Charter, they must follow both National and State ENA procedures.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018: Reviewed and Approved

Article V: GOVERNING BODIES

  1. Board of Directors
    1. Description: The Minnesota State Council shall be the Minnesota ENA official governing body. The Board of Directors is responsible for the affairs of Minnesota ENA.
    2. Composition: The members of the Minnesota State Council shall be the President, President-Elect or Immediate Past President, the Secretary, the Treasurer, and the State Council directors from each individual Chapter.
    3. Board of Directors Qualifications:
      1. Current National Association membership.
      2. Current professional nurse license.
    4. Responsibilities: Members of the Minnesota State Council shall exercise all the privileges and responsibilities as members of the State Council as specified in the Bylaws and Procedures of the National and State ENA Association.
  2. Executive Officers
    1. Composition: The Minnesota State Council Executive Officers shall consist of the President, President-Elect or Immediate Past President, the Secretary and the Treasurer
    2. Duties of the Executive Officers
      1. President
        1. Serves as Chief Executive Officer of the State Council
        2. Coordinates all Council administrative activities
        3. Appoints committee Chairpersons and committee members with Minnesota State Council approval, as circumstances warrant
        4. Votes only if the State Council is tied
      2. Immediate Past President
        1. Serves for one (1) year as an advisor to the President
        2. Serves the unexpired first year of the term of the President, should the office of President become vacant before the election of a President-Elect
        3. Shall have a vote at State council meetings
      3. President-Elect
        1. Performs any duties assigned by the President for the State Council
        2. Succeeds to the office of President at the expiration of the President’s term. In the event the position of the President becomes vacant, the President-Elect shall serve the unexpired term and the term for which he/she was elected
        3. Shall have a vote at Minnesota State Council meetings
      4. Secretary:
        1. Maintains the Bylaws and Procedures of the State Council in accordance with the National ENA bylaws and at the direction of the State Council.
        2. Records and maintains the minutes of the MSC meetings and any other business of the MSC.
        3. Distributes minutes and records of the MSC meetings and proceedings
        4. Performs all duties required of the Secretary as outlined in the MSC procedures and common law.
        5. Shall have a vote at MSC meetings.
        6. Provides orientation and support to the incoming Secretary
      5. Treasurer
        1. Responsible for the operations and administrative control of all funds and material assets of the MSC
        2. Maintains financial records in accordance with generally accepted accounting procedures
        3. Works with the MSC President to present a MSC budget annually, collaborating with the incoming Treasurer-Elect, when appropriate
        4. Maintains MSC banking accounts and disbursement thereof
        5. Provides advice on financial matters to the Board of Directors
        6. Collaborates with the current accounting firm to ensure all State and Federal documents and taxes are filed
        7. Provides orientation and support to the incoming Treasurer-Elect
        8. Shall have a vote at MSC meetings
      6. Treasurer-Elect:
        1. Performs duties assigned by the MSC Treasurer
        2. Assists in maintaining MSC financial records in accordance with generally accepted accounting procedures
    3. Terms of Office
      1. The State Council President shall serve for a term of 2 years.  The term of office shall begin on January 1st following the election.
      2. The President shall serve as Immediate Past-President during the year immediately following their term of office or until President-Elect is named.
      3. The State Council President-Elect shall succeed to the Office of the President at the conclusion of the term of office of the President.  This is a one (1) year term.
      4. The State Council Secretary shall serve for a term of two (2) years. The Secretary may run for additional terms.  The term of office shall begin January 1st following the election.
      5. The State Council Treasurer shall serve for a term of three (3) years. The Treasurer may run for additional terms.  The term of office shall begin January 1st following the election.
      6. The State Council Treasurer-Elect shall assume and complete the term of the Treasurer, if needed, and then begin their own term. The Treasurer-Elect office is a one (1) year term
    4. Elections:
      1. Elections shall be held annually if needed. 1 year before a term expires.
      2. State Council Executive Officers must be nominated by State Council members and elected in the manner as described in Procedures, by a majority vote of the Chapter Directors at a State Council business meeting to be scheduled prior to Oct. 15
      3. All Minnesota ENA members are eligible to hold a State Council Executive Office.  Requirements for eligibility will include:
        1. Current active participation or involvement at both Chapter and State Council level.
        2. Must meet eligibility requirements of Officer Qualification
    5. Vacancies in Executive Offices:
      1. Unless stated otherwise in these Bylaws, vacancies may be filled for the unexpired term of office, by the State Council Members in accordance with MSC procedures.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018:  Reviewed and Approved

Article VI: MEETINGS

  1. The Minnesota State Council shall meet at least four times a year. Meetings shall be called by the President. One meeting will be held prior to National’s Annual General Assembly.
  2. Special Meetings may be called upon the request of a majority of the Council Directors.
  3. The Executive Officers may conduct an in person or e-mail meeting for urgent matters which require an executive decision within 12 hours. This must have 100% agreement to be binding. Attempt will be made to involve the entire Board of Directors in this situation.
  4. A roll call for attendance and establishment of a quorum which consists of 50% of the voting body will be taken at the beginning of each MSC meeting. Voting members are identified as State Council Secretary, Treasurer, Immediate Past President or President Elect and up to 4 voting members as identified at the beginning of the fiscal year from each chapter. Unless described elsewhere in this document, a simple majority of 51% is needed to approve the business of the Minnesota State Council.
  5. Minnesota ENA does not recognize the concept of Proxy Voting.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018: Reviewed and Approved

Article VII:  DELEGATES TO GENERAL ASSEMBLY

  1. The number of and qualifications for Delegates to the National Association’s General Assembly shall be determined by the Bylaws and Procedures of the National Association.
  2. The State Council members will determine the method for Delegate Selection based on delegate selection guidelines and outlined in the MSC procedures.
  3. The Secretary informs the Chapters and each applicant of the results.
  4. Delegates or directors must attend the State Council meeting prior to the National Association Annual General Assembly.
  5. The President submits the names of the State Delegates and Alternates to the National office within the time frame required by the National ENA office prior to the National Association Annual General Assembly
  6. Responsibilities of Delegates are outlined in Procedures.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018: Reviewed and Approved

Article VIII: EXECUTIVE OFFICERS

  1. Description:
    1. The Executive Officers of the Minnesota State Council shall be the official management/policy determining component of the Minnesota Emergency Nurses Association
    2. The Executive Officers shall be responsible for the management of the affairs of the Minnesota State Council between its business meetings and shall perform such other duties as are specified in these Bylaws. The Board of Executive Officers is subject to orders of the State Council Directors and none of its acts shall conflict with action taken by the State Council.
    3. Meetings of the Executive Officers shall be called by the President.
    4. The presence of the President and one (1) other officer shall constitute a quorum for any meeting of the Executive Officers
    5. A written report will be delivered at the next State Council meeting outlining action taken at such special meetings.
    6. No monetary transactions in excess of $250, unless already approved as general operations in the budget, may take place at an Executive Officer meeting without prior consent of the State Council body.
  2. Responsibilities of the Executive Officer Board:
    1. To perform all duties entrusted to Directors of a corporation.
    2. To develop and to abide by the Bylaws and procedures of the Association
    3. To debate and determine State Council policy regarding the management of the affairs of the Association.
    4. To supervise and direct the business and financial affairs of the State Council
    5. To develop, monitor and evaluate programs which implement Association policy established by the National ENA Bylaws and the General Assembly
    6. To identify and facilitate relevant professional issues for presentation to and action by the National General Assembly
    7. To identify and facilitate relevant professional issues for presentation to the Minnesota ENA, Board Of Directors and committees. To direct and monitor activities of all the component divisions within the State Council in accordance with Procedures.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018: Reviewed and Approved

Article IX: COMMITTEES

  1. The State Council shall have Standing and Special/Ad Hoc Committees in sufficient numbers necessary to address State Council objectives, professional practice, special interests and Association programs.
  2. Standing Committees:
    1. Government Affairs
    2. Institute of Quality, Safety and Injury Prevention (IQSIP)
    3. Trauma/Pediatric Committee
    4. Media
    5. Financial
    6. Membership and Certification
  3. The Chairpersons of all Standing Committees shall serve as Consultants to the MSC; they are not voting members in this role. They may be a voting member in a role as a Chapter representative or on the Executive Board of Directors. In the event that an individual serves in multiple positions, the individual only has one (1) vote on issues.
  4. Special Committees:
    1. Additional Standing and Special Committees may be appointed by the State Council as circumstances warrant.
    2. Appointments to all Committees shall be made in accordance with MSC Procedures.
  5. Composition, Qualifications, Term of Office, Responsibilities and Meetings.
    1. Composition, qualifications, term of office, responsibilities and meetings shall be specified in Procedures, or determined by the State Council
    2. Duties and powers shall be as assigned by the State Council
    3. Yearly written reports shall be submitted to State Council outlining past goals and outcomes
    4. All proposed budgets shall be submitted and approved. Reimbursement shall be conducted in the same manner as the Minnesota State Council.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018: Reviewed and Approved

Article X : CHAPTERS

  1. Chapters within the State of Minnesota are chartered affiliates of the National Association to advance the profession of emergency nursing. Chapters fall under the umbrella of the State Council’s Tax Exemption.
  2. Each Chapter is composed of individual National Association members. Each Chapter shall consist of no less than ten (10) National Association Members.
  3. Chapter representation on the State Council shall be determined in such manner as provided in these Bylaws and Procedures of the National Association.
  4. The structure, functions and powers of the Chapters shall be consistent with the Bylaws and Procedures of the National Association.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018: Reviewed and Approved

Article XI: INDEMNIFICATION

ENA shall indemnify, as set forth below, and to the fullest extent to which it is empowered to do so by the Illinois Nonprofit Corporation Act or any other applicable laws as may from time to time be in effect, any person who, by reason of being or having been a director, officer, employee, or agent of ENA, or who is or was serving at the request of ENA as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, and who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding.  The Association shall indemnify all Officers, Directors and employees for expenses incurred with the defense or settlement of any claim against such person by reason of service as an Officer, Director or employee, unless a judgment or other adjuration shall establish that such claim arose or resulted from any dishonest, fraudulent, criminal, malicious, or knowingly wrongful act, error or omission of such person.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2015: Reviewed and Approved

Article XII: PARLIAMENTARY PROCEDURES

The rules contained in the current edition of Robert’s Rules of Order shall govern the State Council in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and Procedures established by the National Association.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018: Reviewed and Approved

Article XIII: DISSOLUTION

In the event of dissolution of the State Council, the net assets of the corporation shall be applied and distributed as follows:

Section 1:
All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made thereof.

Section 2:
After payment of all liabilities and obligations under Section 1 of this Article XIII, all remaining assets shall be distributed to an organization or organization organized and operated exclusively for charitable, educational, scholastic or scientific purposes as shall at the time qualify as tax exempt under Sections 501c (3) or 501c (6) of the Internal Revenue Code of 1986, as amended, or any subsequent law of the United States of America.

Section 3:
In the event of dissolution of a Minnesota ENA Chapter, members of that chapter will be re-assigned to the closest Minnesota ENA Chapter, by the State President, Secretary, Treasurer, or Membership Chair, unless the member chooses to designate an alternate ENA Chapter. Assets will be assigned to the Minnesota State Council to continue the purpose of the Minnesota ENA.

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018: Reviewed and Approved

Article XIV: AMENDMENTS

  1. These bylaws may be amended by a 2/3 majority of the MSC and submitted annually and upon revision to National ENA.
  2. Any amendment to the National Association Bylaws and Procedures having application to these Bylaws shall take precedence over any State Council Bylaw provision and/or Procedures and amendment thereto shall automatically take effect

2013: Reviewed and Approved
11/2015: Reviewed and Approved
08/2018: Reviewed and Approved