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									                WISCONSIN STATE EMERGENCY NURSES ASSOCIATION



ARTICLE I.

NAME

The name of this organization shall be the Wisconsin State Emergency Nurses Association, a
not-for-profit corporation incorporated in the State of Wisconsin



ARTICLE II.

PURPOSE

The purposes’ for which the corporation is organized are educational, within the meaning of
Section 501(c) (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.




ARTICLE III.

CHARTER

   A. The state ENA shall be chartered by ENA in accord with Bylaws and Procedures

   B. The charter may be suspended or revoked by the ENA in accord with Bylaws and
      Procedures



ARTICLE IV.

MEMBERSHIP

       A. The State ENA is composed of members at large in the State of
          Wisconsin

       B. Membership in the State ENA is achieved through membership
          in the National Association. A single dues payment to the National Association
          includes membership benefits at the National and State levels.



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ARTICLE V.

OFFICERS

The officers of the Wisconsin State ENA (Executive Board) shall be President, President -Elect,
or Past President, Secretary, and Treasurer.

      A. Qualifications: Officers shall have and maintain
           1. Current unrestricted Wisconsin Professional Nurse Licensure

      B. Responsibilities: In addition to the responsibilities below, the Executive Board
         shall exercise all the responsibilities as specified in the Bylaws and Procedures of
         the State and National Association. All elected officers shall attend the majority of
         board and state meetings as a part of the responsibility to the office
            1. President
                   a. Votes at State ENA meetings
                   b. Serves as Chief Executive Officer of the State ENA
                   c. Coordinates all State ENA Administrative activities
                   d. Appoints committee chairpersons and committee members, with the
                       State’s approval as circumstances arise
            2. Past-President
                   a. Votes at the State ENA meetings
                   b. Serves as advisor to the President
                   c. Serves the unexpired first year of the term in the office of the
                       President should the office become vacant before the election of
                       President-elect
                   d. Serves as nominating committee chair for two (2) years
            3. President-Elect
                   a. Performs any duties assigned by the President of the State ENA
                   b. Succeeds to the office of the President at the expiration of the
                       President’s term. In the event the office of the President becomes
                       vacant, the President-elect shall serve for the unexpired term and the
                       term for which he/she was elected.
                   c. Votes at State ENA meetings
            4. Secretary
                   a. Maintains those duties as outlined in Parliamentary Procedures and
                       Common Law.
                   b. Votes at State ENA meetings
            5. Treasurer
                   a. Maintains State ENA financial records in accord with generally
                       accepted accounting procedures
                   b. Presents State ENA budget proposal annually
                   c. Maintains State ENA financial accounts and disburseme nts thereof.

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            d. Prepares records yearly for the accountant in preparation of filing
               Federal Tax Statements
            e. Yearly, files the Corporate renewal papers for the Wisconsin State
               Council ENA
            f. Maintains the WI State Lottery Status requirements
            g. Votes at State ENA meetings
      6. Treasurer-elect
            a. Assists with the maintaining of State ENA financial records in accord
               with generally accepted accounting procedures
            b. Assists with the budget planning sessions
            c. Holds office for one (1) calendar year prior to assuming the office of
               Treasurer
            d. Does NOT have a vote at State ENA meetings

C. Board of Directors:
     1. The Board of Directors of the Wisconsin State ENA includes the President,
        President-elect or Immediate Past President, Secretary, Treasurer and
        Treasurer-elect. Additionally included is one (1) elected member from up to
        but not to exceed seven (7) geographical regions within the State. The Board
        of Directors shall be responsible for the management of the affairs of the
        Wisconsin State ENA.
     2. The Executive Board shall be responsible for the management of the affairs
        of the Wisconsin State ENA between business meetings of the Board of
        Directors and shall perform orders of the Board of Directors. None of its
        acts shall conflict with action taken by the ENA Board of Directors.
     3. For any meeting of the Executive Board, the presence of the President and
        two (2) other officers shall constitute a quorum. Meetings may be by
        conference call and will be disclosed at the next Board of Directors meeting.

D. Terms of Office
     1. The State ENA President shall serve for a term of two (2) years or until
        his/her successor is elected. The term of office shall begin on January 1 of
        the year immediately following election.
     2. The President shall serve as Past-President during the year immediately
        following his/her term of office or until a President-Elect is elected.
     3. The State ENA President-Elect shall serve a term of one (1) year. The term of
        office shall begin on January 1 of the year immediately following election.
     4. The State ENA Secretary and Treasurer shall serve for terms of two (2) years
        or until their successors are elected. Their term of office shall begin on
        January 1 of the year immediately following election.
     5. The Treasurer-Elect (starting in 2009) shall serve for one (1) year. The term
        of office shall begin on January 1 or the year immediately following election.

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                 He/She will then, at the end of the year, proceed to the position of State
                 ENA Treasurer for the term stated.
              6. The Board of Directors shall serve for two (2) year terms. The term of office
                 shall begin on January 1 of the year immediately following elections. The
                 terms will be staggered between the seven (7) districts to not replace more
                 than four (4) in any given year.

     E. Election
           1. Elections shall be held annually.
           2. Nominations
                 a. Nominating committee shall solicit, verify and publish a slate of
                     candidates
                 b. Nominating committee will be responsible for the nominations and
                     election process
                 c. Nominating committee shall consist of the president or immediate
                     past-president and other members at large with the approval of the
                     executive board.
           3. Electoral process
                 a. All active Wisconsin ENA members shall have the opportunity to elect
                     officers of the Executive Board and the Directors representing the
                     seven (7) geographical regions by ballot.
                 b. Candidates receiving the highest number of votes for each position
                     shall be declared elected.
                 c. In the event of a tie vote, lots shall be drawn by the nominating
                     committee.
                 d. Unless stated otherwise in the State Bylaws, vacancies may be filled
                     for the unexpired term of office by majority vote of the Executive
                     Board.


ARTICLE VI.

MEETINGS

     A. The Wisconsin State Council shall meet at least four (4) times a year. Meetings
        shall be called by the President.

     B. The Board of Directors will facilitate an Annual Meeting in conjunction with the
        Annual State Symposium for the purpose of presenting to members present a
        summary of activity from the current year. And to provide an arena for open
        questions and answers between the Board and the members present.


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     C. Special meetings may be called upon the re quest of a majority of the Executive
        Board.

     D. A majority of the voting members (6) of the Board of Directors shall constitute a
        quorum of any meeting of the Wisconsin State Council.




ARTICLE VII.

DELEGATES TO THE GENERAL ASSEMBLY

     A. 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.

     B. The Delegates to the General Assembly will be chosen as follows:
           1. President
           2. State Secretary and State Treasurer will represent the State as delegate(s) or
              alternate(s).
           3. All other delegates will be selected by the point system, according to the
              Wisconsin State Council Procedures.


ARTICLE VIII.

COMMITTEES

     A. The State ENA shall have committees in sufficient number necessary to address
        Association objectives, professional practice, special interests and Council
        progress.

     B. The purpose of the committees is to assist the State ENA in fulfilling its
        responsibilities.



     C. Committees may be created or dissolved by the State ENA as circumstances
        warrant.

     D. The State ENA President shall serve as an ex-officio member of each committee.


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      E. All committees shall assume duties and shall have such powers as assigned by the
         State ENA Board of Directors.

      F. The President shall, with Board of Director approval, appoint the chairperson of all
         committees.




ARTICLE IX.

REGIONS

      A. The geographical Regions are composed of individual National Association
         members. Each Region shall consist of no less than five (5) active National
         Association members.

      B. Regions structure, functions and powers shall be consistent with Bylaws and
         Procedures of the National Association and the Wisconsin State Council.


ARTICLE X.

INDEMNIFICATION

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 adjudication shall establish that
knowingly wrongful act, error or omission of such person.


ARTICLE XI.

PARLIAMENTARY AUTHORITY

These Bylaws, the current edition of Robert’s Rules of Order, Standing Rules and any Special
Rules of Order adopted by the State ENA shall govern all meetings of the State ENA provided
they are not in conflict with the Bylaws and Procedures established by the National
Association.




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ARTICLE XII.

DISSOLUTION

In the event of dissolution of the State ENA, the net assets of the Corporation shall revert to
the national Association after all liabilities and obligations shall be paid, satisfied and
discharged or adequate provision shall be made thereof.


ARTICLE XIII.

AMMENDMENTS

      A. These Bylaws may be amended only upon review and approval by the National
         Association. Before any amendments become effective, they must subsequently be
         approved by a two-thirds (2/3) vote of the State Board of Directors.

      B. Any amendments to the National Association Bylaws and Procedures having direct
         application to these Bylaws shall take precedence over any State ENA Bylaw
         provision and /or Procedures and amendment there to shall automatically take
         effect.




Revised January 21, 2008
Revised May 20, 2008 by Board of Directors
Revised June 5, 2008, approved and accepted by Board of Directors WI ENA
Final Corrections from national ENA on October 17, 2008
Revised November 20, 2008, approved and accepted by Board of Directors WI ENA


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