Bylaws

Article I—Name

Section 1

The name of this professional nurses’ organization shall be the International Transplant Nurses Society (ITNS).

Section 2

The Society shall be incorporated as a not-for-profit corporation under the laws of the Commonwealth of Pennsylvania. The principal office of the Society shall be in Pittsburgh, Pennsylvania. The Society may have such other offices as may from time to time be designated by the Board of Directors.

Section 3

Mission Statement:

The International Transplant Nurses Society is committed to the promotion of excellence in clinical transplant nursing through the provision of educational and professional growth opportunities, interdisciplinary networking, collaborative activities, and nursing research.

Section 4

The ITNS logo and name is property of ITNS and shall only be used, with permission, by chartered ITNS chapters and members in good standing with the organization.

Article II—Goals

A. To provide a network for communication among professional nurses with a focus and commitment to transplantation.

B. To provide a means of continuing education for professional nurses with a focus in transplant nursing.

C. To examine new trends in transplantation effecting patient care and the role of the transplant nurse.

D. To promote and support research in transplant nursing.

E. To present the results of scientific transplant investigation among nursing and other healthcare professionals.

F. To foster an awareness of ongoing ethical considerations in procurement, donation, and recipient selection.

G. To do all that is necessary and proper for the accomplishment of the proper and lawful purposes and objectives of the society.

H. To maintain fiscal responsibility and establish stability in order to support the objectives of the Society.

Article III—Membership

Section 1: Categories

The Transplant Nurses Society shall have three member categories: Registered Nurse Member, Associate and Lifetime. No person shall be denied membership because of gender, age, race, national origin, political affiliation, sexual orientation or religious belief.

Section 2: Qualifications and Privileges:

A. Registered Nurse Member or international equivalent.

1. Any person who is licensed to practice as a Registered Nurse or international equivalent.
2. Entitled to vote, hold office and serve on committees.
3. Shall have all benefits of membership.

B. Associate Member

1. Any professional involved in transplantation for example; Licensed Vocational or Licensed Practical Nurse, Physician, Physician Assistant, Social Worker, Pharmacist, Dietician, OR Technician, Psychologist, Therapist, Non RN Organ Procurement Specialist or full time student enrolled in an accredited professional nursing program.
2. Associate members shall have all benefits of membership, except they shall not be entitled to vote or hold office in the International Organization. However, each chapter has the authority to determine if Associate Members in their chapter my vote and hold office in that specific chapter.
   

C. Lifetime Member

1. Any active member who has rendered distinguished service to the area of transplantation and this society. Elected by a 2/3’s majority vote of the Board of Directors.
2. Entitled to vote, hold office, serve on committees and shall have all other benefits of membership.

D. Other Categories

The Board of Directors shall have the power to create additional categories of membership.

Section 3: Application for membership

Any individual eligible for membership under these bylaws may become a member upon completion of the written application and payment of dues.

Section 4: Duration of Membership and Resignation

Membership in this society is voluntary. Any member may, by giving written notice of such intention, terminate by voluntary withdrawal. All rights and privileges shall cease on the termination of membership. No dues shall be refunded.

Section 5: Dues

A. Amount

The annual dues for each member category of the Society shall be determined by the Board of Directors.

B. Failure to Pay

Members who fail to pay their dues within thirty (30) days shall be notified in writing. If payment is not made within the next thirty (30) days, the member may be terminated from active membership.

Section 6: Membership Meetings

A. Annual Symposium/General Assembly

There shall be an annual meeting of the Society. The purpose of this meeting will be for the installation of Officers, for receiving the annual reports, and the transaction of ITNS business. Notice of such meeting shall be mailed to the last recorded address of each member at least forty-five (45) days before the time appointed for the meeting. Members present shall constitute a quorum.

B. Special Membership Meetings

Special meetings of the Society may be called for any reason by the President upon written request by the Board or twenty-five percent (25%) of the voting members of the Society. Notice of such meeting and the agenda for such meeting shall be mailed to each member at his/her last recorded address at least twenty (20) days in advance, with a statement of time and place and information as to the subject or subjects to be considered. Twenty-five percent (25%) of the voting membership shall constitute a quorum at a special meeting. Voting may occur by written proxy.

Section 7: Voting

Voting by members on all items of business may be conducted either by mail ballot, e-mail ballot or by vote at any annual or special meeting of members.

Section 8 Local Chapters

The Board of Directors may charter local chapters, which shall be organized and operated in accordance with policy and procedures adopted by the Board of Directors. Members of local chapters must be in good standing with the Society.

Article IV—Board of Directors

Section 1: Responsibilities

The Board of Directors shall have supervision, control, and direction of the affairs of the Society, shall determine its policies or changes therein within the limits of the bylaws, shall actively execute its purposes, and shall have discretion in the disbursement of its funds. It may adopt such resolutions, policies and procedures for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2: Members-Composition, Powers and Qualifications

The Board of Directors will be composed of the elected officers including President, President-Elect, President Emeritus, Secretary, Treasurer and at least four directors and (at least) one international director. Nominees for board positions other then President –elect must be an active “Registered Nurse Member or International Equivalent” for at least one year.

Section 3: Election and Voting

A list of candidates for each office and ballots shall be provided via mail to each voting member no less than one hundred and twenty (120) days prior to the date of the annual meeting. Ballots must be received postmarked no later than sixty (60) days prior to the annual meeting. Ballots will be counted by the executive director within two (2) weeks of receipt. Those elected will be notified within two (2) weeks. Announcement of the elections to the general membership shall occur at the annual general assembly. In the event of a tie, the Board of Directors will conduct a secret ballot prior to the annual meeting. All ballots shall be retained for at least thirty (30) days after the election.

Section 4: Term

The President, President-Emeritus and President-Elect shall hold office for a term of one year or until their successors have been elected and qualified. The Secretary and Director positions shall hold office for a term of two years or until their successors have been elected and qualified. The Treasurer shall hold office for a term of three years or until their successor has been elected and qualified. No Board member shall be elected to the same office for more than two consecutive terms. Board members are obligated to fulfill the entire term of their elected position. The maximum number of consecutive years that a member may serve on the board is seven (7) years.

Section 5: Upon election to the Board of Directors, officers must sign a Conflict of Interest Declaration and a Confidentiality Agreement.

Members of the Board of Directors must immediately report to the President and Executive Director any actual or potential conflicts of interest that develop during their term of office. Any member of the Board of Directors who is deemed to have an actual or potential conflict of interest must resign his/her position.

Section 6: Vacancies

A. In the event a vacancy occurs in the office of President, the President-elect shall assume the duties of President.

B. Vacancies in any office may be filled for the balance of the term thereof by appointment by the Board at any regular or special meeting of the Board of Directors.

Section 7: Meetings and Notice

A. Meeting

The Board of Directors shall meet immediately before or after the annual General assembly and no less frequent than bi-annually. In consultation with the Board of Directors, the president shall determine the time, date and location of BOD meetings. Special meetings of the Board may be called by the President or any three (3) other Board members at any time. In the event that action needs to be taken without a meeting the Board of Directors may be consulted individually. Discussion and resolution of the action may be done by appropriate means of communication (verbal, written, electronic).

B. Notice

1) Notice of all meetings of the Board of Directors with the agenda enclosed, shall be distributed to each member of the Board at least ten (10) days in advance of such meetings.

2) Meetings of the Board of Directors will be communicated to the general membership at least six (6) weeks in advance. Meetings of the BOD shall be open to the membership of the Society. A written request to attend the meeting must be submitted to the President at least two (2) weeks prior to the meeting to ensure available space. The Society will

Section 8: Quorum

A majority of the voting members of the Board shall constitute a quorum at any meeting of the Board. Board members may not vote by proxy.

Section 9: Bozard Member Absence

Any member of the Board of Directors unable to attend a meeting shall notify the President and the Executive Director as to the reason for the absence. If a Board member is absent from one (1) meeting for reasons which the Board has failed to declare to be sufficient, a written letter of warning of intent to remove from office upon the next infraction, shall be issued to the Board member by the President. If a director fails to follow the above procedure, attends less than  three (3) of the four (4) scheduled BOD meetings within the year or misses two (2) consecutive meetings such director shall be deemed to have resigned their BOD position. The member shall have the right to appeal the decision to the entire BOD. The appeal must be submitted in writing to the President within 2 weeks of the missed Board meeting. A majority vote of the BOD (without the affected member) shall be considered binding. 

Section 10: Compensation to BOD Members

Board members shall not receive any compensation for their services, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may describe procedures for approval and payment of such expenses by the Board of Directors.

Section 11: Resignation from the BOD

Any Board member may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President.

Section 12: Removal from the BOD

At a special meeting of the Board of Directors, any Board Member whose actions are called into question, may be removed by a majority vote of the Board.

A Board member may also be removed from office during a special meeting of the Society’s membership, upon a majority vote of the voting members in person or by proxy.

Section 13: Ethical Statement

The ITNS is a professional nursing society with a governing Board of Directors who serves the organization on a strictly volunteer basis. Therefore, ITNS has set forth the following policy regarding acceptable forms of expense reimbursement and (payment of services) which Board Members are permitted to receive while serving in their volunteer positions on the ITNS Board of Directors:

While serving ITNS, it is not permissible or ethical for any Board Member to personally receive any consultant payments, speaker honoraria, writer stipend or fees to participate in any ITNS- endorsed, sponsored or developed project whether financially supported directly by ITNS or through another organization supporting ITNS efforts. Nor should a Board Member accept any form of the above from an independent organization, profit or non-profit, where the Board Member is providing a service as a direct or indirect result of their board position. In the event that such payments are made, the funds shall be immediately directed to the ITNS Board of Directors Fund.

Individual board members may receive direct reimbursement for any out-of-pocket expenses that occur while working on an ITNS project. Payment of these expenses can be made by ITNS or another organization or for-profit company as outlined in the contract for a particular project. These expenses include air and ground transportation, lodging, meals and incidental expenses, such as phone calls, mailing services, postage and other relevant expenses as deemed allowable based on our previously established Board of Director Reimbursement Guidelines.

Article V—Officers

Section 1: The elected officers of this Society shall be the President-Elect, Secretary, Treasurer, International Director/s, and Directors. Job descriptions for the above positions can be found in the ITNS policy manual.

A. President

The office of the President is a three year term, starting as President-Elect, followed by President, and finishing with President-Emeritus.  The Presidential term shall be for one year or until a successor has been elected and qualified. The President shall be the principal elective officer of the organization, shall preside at the meetings of the Society and of the Board of Directors, and shall be a member ex-officio (without the right to vote) of all committees except the Nominating Committee (may vote).

The President shall have the power to negotiate, enter into and execute contracts, agreements, leases, and instruments of indebtedness and instruments of investments for and in the name of the Society pursuant to the appropriate resolutions of the Board of Directors and subject to the approval of the Board of Directors. The President shall also, at the annual meeting of the Society and at such other times as deemed proper, communicate to the Society or the Board of Directors such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Society. The president shall consult as needed with legal counsel for the Society, and shall perform other such duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors.

B. President-Elect

The President-Elect shall be elected yearly and serve a one year term or until their successor has been elected and qualified. The President-Elect shall succeed the President. The President-Elect may be delegated by the President to perform duties of the office of President, in the event of temporary disability or absence from meetings by the President, and shall have such other duties as the President or the Board may assign.

C. President - Emeritus

The President – Emeritus shall serve a one year term following the year as president or until their successor has been elected and qualified. The President- Emeritus may be delegated by the President to perform duties, in the event of temporary disability or absence from meetings, and shall have such other duties as the President or the Board may assign.

D. Secretary

The secretary shall prepare or cause to be prepared, minutes of all meetings of the Society and distribute copies to the Board of Directors. The Secretary shall maintain records for the organization and keep the President informed of all correspondence. The Secretary shall notify all members of the Board of Directors; and members of the Society of meetings, in accordance with the bylaws. The secretary will also perform other duties as assigned by the President.

E. Treasurer

The treasurer shall serve as the chief financial officer of the Society working closely with the President, BOD, Executive director, book keeper, accountant, and/or legal council to ensure the financial integrity of the society. The Treasurer shall supervise the maintenance of all financial business and records and submit to the Board of Directors, quarterly and/or upon request an account of all transactions and the financial status of the Society. The Treasurer shall ensure that the Society is in compliance with all United Sates laws and regulations regarding the reporting of non profit status and tax submission.  The Treasurer shall submit an annual financial report to the Board of Directors and membership at the Annual General Assembly. Since the Society is chartered in the United States, and must abide by US federal tax laws the treasurer is required to be a resident of the United States of America. 

F. Director/s

The position of Director (minimum of 4) shall perform such duties as agreed to, by the Board of Directors, and other duties as assigned by the President. These positions will be the Chairs of ad hoc committees as directed by the Board.  Duties and responsibilities include, but are not limited to: Marketing, Chapter Development, Newsletter, Education, and Research. Specific duties of each director position shall be defined in job descriptions as adopted by the BOD. The BOD shall have the right to determine the number of Director positions required to meet the needs of the Society.

G. International Director/s

The International Director positions (at least two (2) seats on the BOD) shall be occupied by non –United States residents. At least one of these positions must be filled by an individual residing outside of North America. Any Registered Nurse or international equivalent member residing out side of the United States may run for this office. The focus of this position is the promotion of international relations, increasing international membership as well as providing educational offerings on an international level. The International Directors shall perform such duties as agreed to by the Board of Directors, and other duties as assigned by the President. The BOD shall have the right to determine the number of International Director positions required to meet the needs of the Society.

H. Executive Director

The Board of Directors may employ an individual or firm to administer and manage the day-to-day affairs of the Society. The individual employed by the Society for that purpose, or the individual designated by a firm employed for that purpose, shall have the title of Executive Director. The scope and responsibilities will be outlined in a contractual agreement. The BOD shall have the authority to negotiate such contract and compensation.

Article VI—Committees

Section 1: Standing, Ad Hoc and Subcommittees

The Board of Directors shall annually appoint such standing, ad hoc or subcommittees and their chairman as may be required by the bylaws or as the Board of Directors may find necessary. Job descriptions and guidelines for committee operations can be found in the ITNS policy manual.

Section 2: Standing Committees

A. Nominating Committee

The President Emeritus and President –elect shall serve as co-Chairs of the Nominating Committee. The Committee shall present a slate of nominees for election to the  Membership.

B. Research Committee

The Research Committee will be chaired by the Director of Research, a nurse with an earned doctorate and research experience.  Committee membership shall be comprised of voting members of the Society, appointed or elected to the committee and approved by the Board. Committee members shall have received formal course work in research design/methods and have experience in the conduct of research. The committee shall be responsible for advising the Board and designated committees regarding research related matters of the Society.

C. Symposium Committee

The symposium committee is comprised of the presidents, treasurer, executive director, symposium co –chairs, and a local planning committee. The symposium co chairs will be appointed by the president-elect, president, president emeritus with oversight from the above group.  The co –chairs are responsible for development of the educational program, and shall over see the abstract submission and review process including the appointment of individuals from the membership to participate in a blind review process of submitted abstracts. Abstract Review Committee membership shall be comprised of voting members of the Society, appointed or elected to the committee and approved by the Board.

D. Past President Committee

The committee membership is comprised by all past ITNS Presidents. The immediate past president - emeritus will chair the committee for one year after leaving the BOD. In the event the past-president emeritus is unable to chair the committee a Chair shall be appointed by the President and BOD for a term of one year. The committee will be responsible for the yearly Transplant Nursing Excellence Award and other assigned projects as requested by the President and BOD.

E. Education Committee

The Director of Education shall chair this committee.  Committee membership shall be comprised of voting members of the Society appointed by the Education Director. The purpose of the committee shall be to develop and or review educational materials for patients and transplant nurses.

Section 3: AD Hoc Committee/ Special Interest Group Membership

The chairperson of each committee shall be appointed by the President. A member of the Board of Directors shall be designated as a liaison to all committees chaired by a non-director. Committee members shall be comprised of voting members appointed or elected to the committee and approved by the Board of Directors.

Section 4: Term of Office for Chairperson

A non BOD chairperson shall serve a one year term or until a successor is appointed or elected.

Section 5: Committee Meetings

Each committee shall meet as often as is necessary to perform its duties at such times and places as directed by its chairperson or by the Board of Directors. A majority of the members of a committee shall constitute a quorum in the event of a committee vote. A written report of committee activities shall be submitted to the BOD prior to each BOD meeting.

Article VII—Fiscal Year

The fiscal year shall commence on the first day of January and shall end on the last day of December.

Article VIII—Indemnification

The society may, by resolution of the Board of Directors, provide for indemnification by the Society of any and all of its Directors or Officers or former Directors or Officers against expenses actually necessarily incurred by them in connection with the defense of any action, suit or proceeding, in which they or any of them are made parties, or a party, by reason of having been Directors or Officers of the Society, except in relation to matters as to which such Director or Officer or former Director or Officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Indemnification shall also not be allowed in matters that are settled by agreement based on the existence of such liability for negligence or misconduct.

Article IX—Bonding

At the direction of the Board of Directors, an Officer of employee of the Society shall furnish, at the expense of the Society, a fidelity bond, in such an amount, as the Board shall prescribe.

Article X—Parlimentary Authority

All meetings of this society shall be conducted according to parliamentary law set forth in Robert's Rules of Order.

Article XI—Amendments

These bylaws may be amended at the annual meeting, or at any special meetings duly called for the purpose of amending the Bylaws. By a majority vote of those present and voting, or by mail ballot, supervised and counted at the meeting, providing notice of the proposed amendment has been sent to the members at least thirty (30) days prior to the meeting.

Section 1: Procedure to Amend

Amendments shall be submitted in writing carrying the proponent’s signature to the Board of Directors for review at least ninety (90) days prior to the annual meeting.

Section 2: Effective Date

Amendments, which have been approved by a majority vote of the members voting, shall become effective at the conclusion of the annual meeting at which the results are presented.

Article XII—Dissolution

The Association shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure to the benefit of, or be distributed to, the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Adopted by the membership, February 20, 1993
Revised by the Board of Directors, March 30, 1996
Approved by the membership, May 18, 1996
Revised by the Board of Directors, May, 1998
Approved by the membership, September, 12, 1998
Revised by the Board of Directors, March 2, 2000
Approved by the membership September 2000
Revised by the Board of Directors, June 7, 2002
Approved by the membership September 21, 2002.
Revised by the Board of Directors, May 17, 2005
Approved by the membership September 24, 2005.
Revised by the Board of Directors, May, 2007
Approved by the membership October 6, 2007