INSTITUTE FOR NURSING, INC. BYLAWS
Download IFN Bylaws (click here
The name of this corporation is Institute for Nursing, Inc. (IFN)
This corporation is formed for the purpose of advancing the profession of nursing through charitable, educational and scientific endeavors including scholarships, research and education. Furthermore, its purpose is to generate revenue through fund raising as well as distributions and contributions that qualify under regulations and requirements for exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding provision of any future Code, and as defined in the Bylaws of this corporation.
This corporation shall not have members.
Section 1. Officers. The officers of IFN shall be the Chair, the Vice Chair, the Secretary, the Treasurer, and the Chief Executive Officer.
Section 2. Term of Office. 1. The Chair shall serve a term of two years; 2. The Treasurer shall serve a term of two years and shall serve no more than two consecutive terms; 3. The Secretary, Vice Chair, and Trustees may serve a term of two years in office and shall not serve more than two consecutive terms.
Section 1. Regular Meetings. The regular meetings of IFN shall be held at least three times a year unless otherwise ordered by the Board of Trustees.
Section 2. Annual Meeting. The annual meeting of IFN shall be held at the NJSNA annual convention.
Section 3. Special Meetings. Special meetings of the Board may be called by the Chair on at least two days’ notice to each member either personally, by telephone, electronically or upon the request of two Trustees. Special meetings shall be held at the time and place as may be specified in the notice.
Section 4. Quorum. A majority of the Trustees of IFN constitute a quorum.
Board of Trustees
Section 1. Composition of the Board. The number of trustees of this corporation is eleven. The Chair shall be the President-elect of the NJSNA and the remainder of the trustees shall be evenly split between those who are members of NJSNA and those who are not, otherwise referred to as public trustees.
Section 2. Term. The term of office for the Chair shall correspond to his/her term of office in NJSNA. The remainder of the trustees shall serve a term of three years and shall serve no more than two consecutive terms.
Section 3. Board’s Duties and Powers. The Board of Trustees shall manage the affairs of the corporation between its business meetings, fix the hour and place of meetings, make recommendations to the corporation, and perform such other duties as specified in these bylaws.
Section 4. Vacancies.
a. The absence of a member from two consecutive meetings shall be referred to the Board of Trustees Chair and Chief Executive Officer for review and action.
b. All Vacancies shall be filled through appointment by the Chair or CEO, through recommendations made by, and /or with, the approval of the Board of Trustees.
Section 1. The Bylaws Committee consisting of at least two members, shall be chaired by a board member appointed by the Chair. The committee shall review the bylaws at least every two years.
Section 2. The IFN Budget and Finance Committee consisting of the Treasurer, serving as the chairman, and two members appointed by the Chair. The committee shall report to the Trustees regarding the financial standing of the IFN. The treasurer is a member of the joint NJSNA/IFN Finance Committee.
Section 3. Other Committees; Chair’s Ex-Officio Committee Membership. Such other committees, standing or special, may be established by the IFN as it shall from time to time deem necessary to carry on its work. Their members shall be appointed by the Chair unless this rule is suspended by a two-thirds vote before their appointment. The Chair shall be an ex-officio a member of all committees.
Parliamentary Authority; NJ Title 15A Corporations, Nonprofit Act
Section 1. Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the IFN in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the IFN may adopt.
Section 2. NJ Title 15A Corporations, Nonprofit Act. The Institute for Nursing is subject to the provisions of the NJ Title 15A Corporations, Nonprofit Act. If the bylaws are inconsistent with the provision of the “Act” or the Certificate of Incorporation, the provisions of the “Act” or the Certificate of Incorporation shall govern to the extent of such inconsistencies.
Amendment of Bylaws
These bylaws may be amended at any regular meeting of the society by a two-thirds vote, provided that the amendment has been submitted in writing to the Board at the previous regular meeting or given to the Board fifteen days prior to the scheduled meeting.
September 20, 1995
April 6, 2001 Annual Meeting
April 2, 2003 Annual Meeting
March 28, 2007 Annual Meeting
March 30, 2011 Annual Meeting
May 3, 2013 IFN Headquarters
January 27, 2014 Conference Call
January 20, 2015 IFN Board Meeting
October 11, 2016 Annual Meeting at Bally’s Casino & Resort