Army Nurse Corps Association Bylaws

ANCA Bylaws

Membership

Scholarships

Convention

History

Links

Contact Us

Members Only

INDEX

Section	Title
	Purposes
I	Offices
II	Members
III	Dues
IV	Meeting of Members
V	Board of Directors
VI	Honorary Board of Directors
VII	Officers and Regional Directors
VIII	Committees
IX	Contracts, Checks, Deposits and Funds
X	Miscellaneous
XI	Amendments
XII	Parliamentary Authority

PURPOSES

ANCA is organized exclusively for non-profit purposes.
The specific and primary purpose is to promote Army nursing by:
- Providing social and educational opportunities
- Preserving the history of ANCA
- Supporting the preservation of the legacy of the Army Nurse Corps
- Promoting literary, educational, research, and artistic endeavors
- Supporting the Army Nurse Corps in the dissemination of information
- Maintaining liaison with the Chief, Army Nurse Corps and the Army Reserve and National Guard counterparts

BYLAW I

Offices

Section One. Principal Office. The principal office of the corporation In the State of Texas shall be located In the City of San Antonio, County of Bexar.

Section Two. Other Offices. The corporation may have other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

BYLAW II

Members

Section One. Eligibility for Membership. Members of the Army Nurse Corps currently serving on active duty or in active service in the reserve components or who have retired from active or reserve component service in the Army.
AND Former members of the Army Nurse Corps who served on active duty or in an active status in the reserve components and were honorably discharged.

Section Two. Admission. An applicant shall be admitted to membership in the corporation on making application thereto and on being accepted by the Board of Directors. Application for membership shall be in such form as shall be prescribed by the Board of Directors.

Section Three. Voting Rights. Each member in good standing shall be entitled to vote.

Section Four. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

BYLAW III

Dues

Section One. Annual Dues. The Board of Directors may determine from time to time the amount of an initiation fee, if any, and annual dues payable to the corporation by members.

Section Two. Payment of Dues. Dues for renewing members shall be payable in advance of the first day of January. Dues for new members will be prorated in accordance with policies established by the Board of Directors.

Section Three. Default and Termination of Membership. When any member becomes delinquent in the payment of dues, his/her membership shall be terminated in accordance with policies established by the Board of Directors.

BYLAW IV

Meeting of Members

Section One. Regular Meeting. A biennial meeting of the members shall be held at the call of the Board of Directors and at such place as the Board of Directors may deem suitable.

Section Two. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors or not less than one-tenth of members having voting rights.

Section Three. Place of Meetings. The Board of Directors may designate any place, either within or without the State of Texas, as the place for any regular or for any special meeting called by the Board of Directors.

Section Four. Notice of Meetings. Written or printed notice stating the day, place and hour of any meeting of the members shall be delivered by mail to each member entitled to vote at such meeting, not less than ten (10) days or more than sixty (60) days before the date of such meeting, by or at the direction of the President or the Secretary or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated-in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited In the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.

Section Five. Quorum. The members present in person or by proxy at any meeting of the members shall constitute a quorum.

Section Six. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or his duly authorized attorney in fact. No proxy shall be valid after three (3) months from the date of its execution unless otherwise provided by the proxy.

Section Seven. Manner of Acting. The act of a simple majority of the members present at a meeting at which a quorum is present shall be the act of the association unless the act of a greater number is required by law or these bylaws.

BYLAW V

Board of Directors

Section One. General Powers. The affairs of the corporation shall be managed by the Board of Directors.

Section Two. Composition. The Board of Directors of this corporation shall be the President, Vice President (President Elect), Secretary, Treasurer and five (5) Directors.

Section Three. Number, Tenure and Qualifications and Election. The number of regional directors shall be not less than five (5). The term of each director shall be two (2) years. Directors of the corporation must be members of the organization. Directors shall be elected biennially by the members and each director shall hold office until his successor shall have been elected and qualified. Election of directors shall be by mail ballot to the members of the corporation or in such manner as the directors may designate.

Section Four. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

Section Five. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any four Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Texas, as the place for holding any special meeting of the Board of Directors called by them.

Section Six. Notice. Notice of any special meeting of the Board of Directors shall be given at least thirty (30) days prior thereto by written notice delivered personally or sent by mail or telegram to each director at his address as shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited In the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of any director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting unless specifically required by law or these bylaws,

Section Seven. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section Eight. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these bylaws.

Section Nine. Vacancies. Any vacancy occurring in the Board of Directors and directorship to be filled by the reason of an increase in the number of directors shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section Ten. Executive Board. The Executive Board shall consist of the President, Vice President (President Elect), Secretary and Treasurer and shall conduct necessary business between regularly scheduled meetings of the Board of Directors or that business directed or referred by the Board of Directors.

BYLAW VI

Honorary Board of Directors

Former Chiefs and the current Chief of the Army Nurse Corps, and their counterparts in the Army Reserve and National Guard, shall be invited to serve as honorary members of the Board of Directors and as such will serve in an advisory capacity. This bylaw in no way precludes a former Chief from serving as an officer or active member of the Board of Directors.

BYLAW VII

Officers and Regional Directors

Section One. Officers. The officers of the corporation shall be a President, Vice President (President Elect), Secretary and Treasurer and such other officers as may be elected in accordance with provisions of this bylaw. The Board of Directors may elect or appoint such other officers, including one or more assistant treasurers, as it deems desirable, such officers to have the authority and to perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person except the office of President and Secretary.

Section Two. Qualifications for Office. Except for the offices of President, Vice President (President Elect), Treasurer and Secretary, any ANCA member in good standing who has been a member of ANCA for at least one (1) year shall be eligible for elected office or appointed position.
Only those members of ANCA in good standing who have served on the ANCA Board of Directors or in an appointed position for at least one (1) year within the five (5) year period immediately preceding election shall be eligible for election to the Executive Board, i.e., President, Vice President (President Elect), Secretary or Treasurer.
Only residents of the greater metropolitan San Antonio area or communities within easy commuting distance shall be eligible for election to the office of Treasurer.

Section Three. Election and Term of Office. The officers of the corporation shall be elected by a simple majority of the members voting. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and shall have been qualified. A regular term of office is two consecutive years; the terms of office of the Directors may be staggered in accordance with policies established by the Board of Directors.

Section Four. Removal. Any officer elected by the membership or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section Five. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section Six. President. The President shall be the principal executive officer of the corporation. He shall, in general, supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed, except In cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these bylaws or by statute to some other officer or agent of the corporation; and, in general, he shall perform all duties incidental to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section Seven. Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President (President Elect) shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties that may be assigned to him by the President or the Board of Directors.

Section Eight. Treasurer. If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and, in general, shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or Board of Directors.

Section Nine. Secretary. The Secretary shall keep the minutes of the meetings of the members and the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; and see that the seal of the corporation shall be affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post office address of each member which shall be furnished by each member; and in general, perform all duties as from time to time may be assigned to him by the President or Board of Directors.

Section Ten. Assistant Treasurer and Assistant Secretary. If required by the Board of Directors, the Assistant Treasurer shall give bond for the faithful performance of his duties in such sum and with such sureties as the Board of Directors shall determine. The Assistant Treasurer and the Assistant Secretary, in general, shall perform such duties that may from time to time be assigned to them by the President or the Board of Directors.

Section Eleven. Regional Directors. Promote communication and coordination of ANCA activities and membership within the region. May select other members within the region to assist in these activities. Provide consultation and assistance to the officers and committees of the association.

BYLAW VIII

Committees

Section One. Designated Committees and Term of Office. Committees 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 of each such committee shall be members of the association, and the President of the association or his designee shall appoint the chairman and members thereof, except the nominating committee. Each member of a designated committee shall continue as such until his successor is appointed unless the committee is sooner terminated or unless such member shall cease to quality as a member thereof.

Section Two. Nominating Committee and Term of Office. The nominating committee, consisting of five (5) members, shall be elected by the general membership biennially The President, in consultation with the elected members, will select one of the elected members as chairman. The function of the committee is to develop a slate of member nominees for the Board of Directors and the Nominating Committee of the association and forward the proposed slate of nominees to the President for presentation to and approval by the Board of Directors. Each member of the nominating committee shall continue as such until the next biennial election by the membership and his successor shall have been appointed or unless such member shall cease to quality as a member thereof.

Section Three. Vacancies. Vacancies In the membership of any committee for any reason shall be filled by appointment by the President or his designee, the Executive Board or the Board of Directors for the unexpired portion of the term.

Section Four. Quorum. Unless otherwise provided for, a majority of the whole of a designated or elected committee shall constitute a quorum, and the act of a majority of members present for a meeting at which a quorum is present shall be the act of the committee.

Section Five. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or the rules adopted by the Board of Directors.

BYLAW IX

Contracts, Checks, Deposits and Funds

Section One. Contracts. The Board of Directors may authorize any officer or officers or agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section Two. Checks, Drafts, and other Orders for Payment. All checks, drafts or orders for payment of money, notes, or other evidence of indebtedness issued In the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation and in such manner as shall from time to time be determined by a resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or Assistant Treasurer and countersigned by the President or a Vice President of the corporation.

Section Three. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section Four. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the corporation.

BYLAW X

Miscellaneous

Section One. Books and Records. This corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members and the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.

Section Two. Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December each year.

Section Three. Corporate Seal. The Board of Directors shall provide a corporate seal.

Section Four. Waiver of Notice. Whenever any notice is required to be given under the provisions of the articles of incorporation or the bylaws of the corporation, a written waiver thereof 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.

Section Five. Miscellaneous, The assets of the corporation are pledged for use in performing the corporation's stated purposes.

Section Six. Electronic Meetings. The board of directors, executive committee, standing committees and special committees are authorized to meet by telephone conference or through other electronic communications media so long as all the members may hear or see the responses of all other members during the discussion. The quorum would be unchanged.

The results of any vote shall be reported at the next meeting of the Executive Committee or Board as appropriate and entered in the minutes of that meeting.

BYLAW XI

Amendments

The bylaws of the corporation may be amended, repealed or added to, or new bylaws may be adopted by the vote or written assent of two-thirds of the members entitled to vote.
OR Subject to the limitations of the articles of incorporation and the Texas Corporation Not for Profit laws concerning corporate action that must be authorized or approved by the members of the corporation, the bylaws of this corporation may be amended, repealed or added to, or new bylaws may be adopted by a resolution of the Board of Directors.

BYLAW XII

Parliamentary Authority

The parliamentary authority of the Association shall be Robert's Rules of Order, Newly Revised which shall govern in situations not covered by national or state law, the association's articles of incorporation or these bylaws.

^ Back to Top ^

Last Updated: Aug 06