Table of Contents
Article I- Purpose
Article II- Powers
Article III- Membership

Section 1. Eligibility
Section 2. Establishment of Membership
Section 3. Termination of Membership

Article IV- Dues and Other Monies
Article V- Meetings

Section 1. Annual Meeting
Section 2. Special Meetings
Section 3. Notice of Meetings
Section 4. Order of Meetings
Section 5. Voting
Section 6. Quorum

Article VI - Board of Directors

Section 1. Composition
Section 2. Eligibility
Section 3. Election and Term
Section 4. Duties
Section 5. Meetings
Section 6. Attendance
Section 7. Vacancies
Section 8. Quorum
Section 9. Forfeiture of and Removal from Office
Section 10. Executive Committee.

Article VII- Officers

Section 1. Composition
Section 2. Eligibility
Section 3. Election and Term
Section 4. Duties
Section 5. Vacancies
Section 6. Forfeiture of and Removal from office.

Section 1. Nominating Committee
Section 2. Elections

Article  IX- Conflict of Interest of Directors and Officers
Article X - Committees

Section 1. Standing Committees

Article XI Amendments
Article XII Dissolution

ARTICLE I – PURPOSE

The Michigan Organization of Nurse Executives ("MONE") is organized under the Michigan Department of Consumer and Industry Services (Act 162, 1982) and shall operate for the purposes set forth in its Restated Articles of Incorporation – Nonprofit, as they may be amended from time to time.

The purpose of the MONE is to promote proactive nursing leadership and provide professional development and support for its members.  The organization achieves the objectives through a collaborative process while sharing and influencing health care policy and delivery in Michigan..

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ARTICLE II - POWERS

The MONE recommends to the Michigan Health and Hospital Association (MHA) Corporate Board, the American Organization of Nurse Executives, and other appropriate organizations, policies within the area of its interest. It also recommends programs and activities to be undertaken. It reviews and takes positions on issues related to its area of interest that are proposed by other bodies.

Recommendations and positions are forwarded to the MHA Corporate Board, the AONE, or other appropriate organizations by vote of the Board of Directors of the MONE or by vote of the members present and voting at an authorized meeting of the organization.

ARTICLE III - MEMBERSHIP

Section 1. Eligibility
A. Full Member: Full members of MONE shall consist of registered nurses in administrative practice across the care continuum including, but not limited to: executives/directors/managers, consultants in health care, editors of health care journals, faculty in health care education, including deans and directors, and students enrolled in nursing administration curriculum.

B. Associate Member:  Associate members shall be registered nurses who are students enrolled in a relevant degree program and not otherwise eligible for membership.  They may attend MONE business and educational meetings but will not be permitted to vote or hold office.

C. Honorary Members: Honorary membership is conferred on retired MONE members upon recommendation and action by the MONE Board of Directors. Once conferred, honorary members are entitled to all rights and privileges of Full Members for life. MONE dues are waived for all honorary members.

D. Eligibility Status: Members who because of change in position or unemployment, or who do not continue to meet the criteria for full membership, may extend membership eligibility in their current membership category for two years.

Section 2. Establishment of Membership.
An individual who has completed a formal application, meeting criteria for membership, shall, upon approval of the Board of directors, become a member of the MONE.

Section 3. Termination of Membership
A. Resignation: A member may at any time file a resignation from the MONE by notifying the Board of Directors.

B. Suspension or Expulsion of Member: Any member may be suspended or expelled for just cause by the Affirmative vote of a majority of the Board of Directors after notifying the member in writing and giving such member the opportunity to have a hearing with the Board. Any member suspended or expelled may be reinstated by the affirmative vote of the majority of the Board of Directors. The protocol followed shall be in accordance with rules established by the Board. For the purpose of this subparagraph, the term "for just cause" shall include, but not be limited to, any of the following:

1. Any violation of these bylaws.

2. Any conduct on the part of the said member or affiliate that is contrary to the interest and welfare of the MONE and its members.

C. Loss of Eligibility: Membership in the MONE shall not be transferable to another person.

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ARTICLE IV - DUES AND OTHER MONIES

Annual dues for full members shall cover a fiscal year, January 1 through December 31. Initial dues of new members joining MONE after September 1, will carry forward to include membership for the following fiscal year. Annual dues shall be established by the Board of Directors of the MONE. Notification of any proposed increase initiated by the Board of Directors shall be given to MONE members 30 days prior to the annual meeting, at which time the recommendation shall be put to the vote of each individual member.

All dues paid to the MONE shall become the property of the organization. No expenditures shall be committed unless contained in the approved budget or approved by the Board. No portion of the dues paid by any member shall be refundable because membership is terminated for any reason.

Any funds or property that may be donated to further the work or programs of the MONE shall become the property of the organization, but shall be used for the purpose designated by the donor. A fiscal audit shall be conducted by an outside auditor annually and at any other time deemed appropriate by the Board.

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ARTICLE V – MEETINGS

Section 1.  Annual Meeting.
There shall be an annual meeting for the transaction of affairs of the MONE. The time and place for the annual meeting shall be designated by the Board of Directors.

Section 2.  Special Meetings.
Special meetings may be called by the Board of Directors of the MONE. Such special meetings shall be limited to consideration of subjects listed in the official call unless it is otherwise ordered by the unanimous consent of the members present and voting.

Section 3.  Notice of Meetings.
The secretary of the MONE shall notify the membership by mail no less than 60 days prior to the date of the annual meeting or no less than 30 days prior to any special meetings.

Section 4.  Order of Meetings.
The order of business for annual and special meetings shall be approved by the Board of Directors. Where an order is not so provided, and when it is not otherwise expressly provided for in these bylaws, meetings shall be covered by Robert's Rule of Order Revised.

The president of the MONE shall preside at all meetings. In the absence of the president, the president-elect shall assume the chair. In the absence of the president and president-elect, the Board shall designate a member of the Board to serve in the capacity.

B. Voting by mail ballots may be conducted at the discretion of the Board.

C. Matters submitted to vote shall be determined by a simple majority (50% plus one).

D. Proxy voting shall not be permitted.

Section 6.  Quorum.
A quorum shall consist of members present at a pre-announced meeting, as stated in Article V Section 3.

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ARTICLE VI - BOARD OF DIRECTORS

Section 1. Composition.
There shall be a Board of Directors consisting of the President, President Elect, Immediate Past President, Secretary, Treasurer, and seven Directors. The Board, at their discretion, may appoint 2 at large representatives with voting privileges to meet the needs of the organization. In addition, the MONE members appointed as representatives to MHA committees shall be ex-officio members of the Board, without voting privileges.

Section 2.  Eligibility.
Each member of the Board shall be a member in good standing of the Michigan Organization of Nurse Executives. An officer shall be eligible for re-election for a second consecutive term. A Director having served a second term shall be ineligible for re-election as a director until one year shall have elapsed. A Director who has served more than half a term shall be considered to have served a full term.

Section 3.  Election and Term.
Elected Directors, Treasurer and Secretary shall hold office for two (2) years, until their respective successors take office, or until resignation or removal.  Elected Directors, Treasurer and Secretary may serve two consecutive terms.  After the lapse of one (1) year, after his/her term, any former Elected Directors, Treasurer or Secretary shall be eligible for re-election to the Board. At Large representatives will be appointed for two-year terms and may be reappointed at Board discretion based on the needs of the organization. At-Large representatives must be members in good standing of MONE, and meet all other responsibilities consistent with requirements for all other directors. An At Large representative is subject to removal from office pursuant to Article IX.

Section 4.  Duties.
The Board of Directors shall have the authority to make policy decisions for the MONE; to carry on the business of the MONE; to establish rules and procedures for the Board of Directors and the MONE; to approve reports or actions of officers and committees; and to prepare an annual budget for recommendation to the MONE.

Section 5.  Meetings.
The Board of Directors of the MONE shall meet no less than once a year upon receipt of formal notice from the secretary. Additional meetings may be called by the president with the approval of the Board of Directors.

Section 6.  Attendance.
Any member of the Board of Directors who misses fifty (50) percent of the Board meetings in one fiscal year (fiscal year defined in Article IV) will be replaced in accordance with Article VI and VII Section on Vacancies.

Section 7.  Vacancies.
The Board of Directors shall have authority to fill any vacancy among its regional directors by appointment of an eligible member for the unexpired term. Eligible candidates shall be sought through the highest officer of the district, if established, or through the district membership at large.

Section 8.  Quorum.
A quorum shall consist of no less than seven members of the Board of Directors.

Section 9.  Forfeiture of and Removal from Office.
Directors shall automatically forfeit their office if they lose eligibility for membership or are expelled from membership. Any director is subject to removal from office pursuant to Article IX, or by a vote of two-thirds of the Board of Directors for failure to fulfill the duties of office.

A director so removed from office has the right of appeal to the Board of Directors. The decision of the Board of Directors is final.

Section 10.  Executive Committee.
There shall be an executive committee of the Board, which shall consist of the president, president-elect, immediate past president, secretary, and treasurer. The president shall serve as chairman of the committee.

The executive committee will meet to consider those matters, which require action between meetings of the Board. Financial actions greater than $500 shall require approval of the Board. The executive committee's action can be vetoed by two-thirds vote of the Board. Publicly announced positions of the executive committee require prior approval of the Board.

The executive committee shall act as the Ways and Means Committee and will consider the annual budget and will report its recommendations to the Board. The executive committee will also have the authority to review all non-dues supported activities.

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ARTICLE VII - OFFICERS

Section 1.  Composition.
The officers of the MONE shall be the president, president-elect, secretary, and treasurer, who shall be elected by the members of the MONE.

Section 2.  Eligibility.
Each elected officer shall be a member in good standing of the Michigan Organization of Nurse Executives.

Section 3.  Election and Term.
Terms of office shall be consistent with the fiscal year. The president-elect shall be elected annually. The secretary and treasurer shall be elected for a two-year term on alternate years. Each officer shall hold that office until his/her successor is fully elected and assumes office.

Section 4.  Duties.
A. President. The president shall be the chief executive officer of the MONE. The president shall preside at all meetings of the MONE and shall serve as chairperson on the Board of Directors. It shall be the president's duty to supervise the activities of the MONE; to present a report at the annual meeting, a copy of which is to be kept in the permanent files of the MONE; to appoint the chairperson and members of standing and special committees as authorized by the Board of Directors.

B. President-elect. The president-elect shall, in the absence or incapacity of the president, perform all duties and assume all responsibilities of the president.

C. Secretary. The secretary shall prepare the minutes of all meetings of the MONE and the Board and shall be responsible for all official mailings. Minutes of annual meetings shall be mailed to MONE members; minutes of Board meetings shall be sent to Board members and shall be available to the MONE members for inspection.

D. Treasurer. The treasurer shall be responsible for the financial records of the MONE, all collections and disbursements, and shall submit books for audit; he/she shall submit a financial report at the annual meeting and at each Board of Director meeting.

Section 5.  Vacancies.
If the office of president becomes vacant, the president-elect shall succeed to the office of president. He/she shall continue to serve as president for the subsequent term.

If the office of both the president and president-elect shall become vacant, the Board of Directors shall appoint, from the membership of the Board of Directors, a president pro tempore to serve for the remaining portion of the unexpired term.

If the office of the President-elect shall become vacant, the Board of Directors shall appoint a president-elect pro tempore and shall declare a special election as specified in the bylaws. This shall occur when an election cannot be conducted within the provisions as outlined in Article VII Section 3, and Article VIII Section 1, paragraphs B and C. In the event a special election for president-elect is required, the Board of Directors shall direct the Nominating Committee to prepare a slate of eligible candidates for president-elect as soon as possible.

The ballot shall be mailed according to provision in Article VII Section 3. The results of the election shall be communicated by mail.

The Board shall have the authority to fill any vacancy in the office of secretary and/or treasurer by appointment of an eligible member for the unexpired term.

Section 6.  Forfeiture of and Removal from Office.
Officers shall automatically forfeit their office if they lose eligibility for membership or are expelled from membership. Any officer is subject to removal from office pursuant to Article IX, or by a vote of two-thirds of the Board of Directors for failure to fulfill the duties of office.

An officer so removed from office has the right of appeal to the Board of Directors. The decision of the Board of Directors is final.

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Section 1.  Nominating Committee
A. Composition and Term of Office.
1. The Nominating Committee shall consist of the Executive Committee, with the immediate past president acting as chairperson.

2. Elections shall be handled in the same manner as other elected positions.

B.  Duties.
1. The Nominating Committee shall prepare a balanced slate of candidates for president-elect, secretary or treasurer, and District Directors.

2. A slate of candidates for each vacancy shall be developed. The slate of candidates for officers should be developed to consider a balanced geographic representation of the state.

3. All candidates shall be current MONE members.

4. Any member of the MONE may recommend a candidate for consideration by the Nominating Committee. Such recommendation shall be sent to the Chairperson of the Committee no later than 150 days prior to the annual meeting.

5. The list of candidates, together with a biographical sketch of each nominee, shall be submitted to the Board of Directors at least 120 days prior to the annual meeting.

C.  Meetings. The Nominating Committee shall not be required to hold formal meetings, but may conduct its business by other means.

Section 2.  Elections.
A. Officers. The election of officers may be conducted by mail or fax. A listing of the names of eligible candidates proposed by the Nominating Committee, and approved by the Board of Directors, together with their biographical sketch and a narrative regarding the value their leadership would bring to MONE shall be mailed to each member of the MONE not less than 60 days prior to the annual meeting.

One official ballot shall be sent to each full member. The voter shall indicate the vote and return the ballot to the Board of Directors designee. No ballot shall be valid if received later that 30 days before the date of the annual meeting.

The tabulated votes are reviewed by the Nominating Committee, none of who shall be a candidate for office. The results of the election shall be reported to the Board of Directors. A plurality vote shall constitute an election. In case of a tie vote, the choice shall be determined by lot at a Board of Directors meeting. The results of the election shall be communicated to the membership of the MONE at the annual meeting.

B.  Directors. Seven (7) Directors shall be elected by the Full Membership, by ballot, prior to the annual meeting.  The Full Members shall elect only one candidate for each vacancy on the MONE Board.  Candidates shall be Full Members of MONE and be selected in such a way that the Elected Directors shall consist of one person who meets the criteria of a Full Member. Voting for the Directors shall take place in the same manner as the officers.

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ARTICLE IX - CONFLICT OF INTEREST
OF DIRECTORS AND OFFICERS

The directors, officers, and committee members of the MONE shall administer its affairs honestly and economically and exercise their best care, skill, and judgment for the benefit of the MONE.

The directors, officers, and committee members shall exercise the utmost good faith in all transactions relating to their duties in the MONE. In their dealings with, or on behalf of the MONE, they are held to a strict rule of honest and fair dealing with the MONE. They shall not use their position, or knowledge gained therefrom, so that a conflict might arise between the MONE's interest and that of the individual. All acts of directors, officers, and committee members shall be for the benefit of the MONE in any dealing that may affect the MONE adversely. The directors, officers, and committee members shall not accept any favor that might adversely or improperly influence their action affecting the MONE or its members. In the event that a conflict of interest of a director, officer, or committee member is serious enough to jeopardize the interests and welfare of the MONE, the director, officer, or committee member may be suspended or expelled by the Board of Directors.

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Section 1. Standing Committees
A. Except as otherwise stated in the MONE bylaws, Article VI and VII, standing committees shall be established by the Board of Directors. Functions, which may be assigned to committees, include, but are not limited to financial management, strategic planning, issues, program, membership, legislative, and bylaws.

B. Members of the standing committees shall be appointed by the MONE Board of Directors.

C. All actions taken and recommendations made by the standing committees shall be advisory and shall have no effect as actions of the MONE unless they are formally approved and adopted by the MONE Board of Directors.

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These bylaws may be altered, amended, or repealed upon recommendation of the Board of Directors, by a two-thirds vote of the members present and voting at any annual meeting of the MONE. Proposed bylaw amendments shall be submitted to the MONE Board for full discussion and recommendations prior to final action by the membership. Notice of proposed amendments shall be sent to all members in advance of the meeting.

In the event of the dissolution or liquidation of the MONE and after payment of all just debts and liabilities, a joint committee made up of the Executive Committee or three (3) active Board members of the MONE shall recommend to the MONE Board of Directors a fair and just settlement of all remaining assets subject to the approval of the MONE Board of Directors. The proposed distributee must meet the requirements as to tax-exempt status set forth in the provision of the Restated Articles of Incorporation concerning dissolution.