ARTICLE I. Name
This organization shall be known as The Ohio State Association of Nurse Anesthetists, hereinafter referred to as Association.
ARTICLE II. Objectives
The object and purpose of this Association is to:
A. to promote continual high quality patient care;
B. to advance the science and art of anesthesiology;
C. to cooperate with the American Association of Nurse Anesthetists in developing and promoting educational standards in the field of nurse anesthesiology;
D. to facilitate effective cooperation between nurse anesthetists, anesthesiologists, and other members of the medical profession, hospitals and other agencies representing a community of interest in nurse anesthesia;
E. to promote the best interests of its members; and
F. to provide opportunities for continuing education in anesthesiology.
ARTICLE III. Members
Section 1. Membership.
Membership in this Association and procedures with respect for admission to membership, maintenance of membership, qualifications thereof, and the exercise of privileges thereof, shall be the same as those stipulated in the bylaws of the American Association of Nurse Anesthetists, hereinafter referred to as the AANA.
The Association has 4 classes of membership.
A. Active Certified -Individuals who have been granted initial certification by the Council on Certification of Nurse Anesthetists. Once certified, membership is automatic for the remainder of said fiscal year and then only until the individual is eligible for membership as an Active recertified member.
B. Active Recertified - Individuals who are currently recertified by the Council on Recertification of Nurse Anesthetists.
C. Inactive - An inactive member is a former Active member who:
1. is not engaged in the practice of anesthesia;
2. may attend general meetings, serve on committees, but may not hold office in the Association.
D. Associate (student and graduate) - there shall be two categories of associate membership.
1. Students enrolled in accredited programs of nurse anesthesia shall be eligible for student Associate membership, which shall not be continued beyond the reporting of the results of the first certification examination for which the student would be found eligible.
2. Upon application and payment of dues, graduate Associate membership shall be granted those individuals who have graduated from an approved program in nurse anesthesia but have not successfully completed the certification examination.
Section 2. Dues.
Dues and payment of dues for the Association shall be as stipulated in the bylaws of the AANA.
Section 3. Eligibility
The state association shall not discriminate against members of the association on the basis of race, creed, color, sex, national origin, sexual orientation, ancestry, religion, disability, marital status, military status, or other criteria unrelated to professional competences.
ARTICLE IV. Officers
Section 1. Elected Officers.
The officers of this Association shall be a President, a President-elect, a Secretary, a Treasurer, and six (6) Directors.
Section 2. Qualifications.
A. Eligibility for President-Elect. To be eligible for the office of president-elect, a member shall:
1. have served as an elected member of the Board of Directors of this Association for at least one year.
2. have served as an elected member of the Board of Directors within the past six years.
B. Eligibility for Secretary, Treasurer. To be eligible for the office of Secretary or Treasurer, the candidate must
1. have served one year as a member of the Board of Directors.
C. Eligibility for Directors. To be eligible for the office of a Director, a member shall be an active certified or active recertified member of the Association.
D. Limitations on Eligibility. A member shall not hold any office in this Association while serving as an officer or board member of the AANA. In the event that an officer or member of the Board of Directors of this Association accepts a position in the AANA the term of office held in this Association shall automatically be vacated.
Section 3. Terms of Office.
Officers shall be elected annually by mail ballot or electronic transmission, and all officers shall assume their duties on October 1.
A. The President-elect shall be elected for a term of one (1) year or until their successors are elected and shall not be eligible for re-election for a consecutive term to the same office. At the completion of the term of President-elect, that officer shall automatically assume the office of President
B. The Secretary shall be elected for a term of two (2) years in the opposite year of the treasurer or until a successor is elected and shall be eligible for re-election but shall not serve more than two (2) consecutive terms as secretary.
C. The Treasurer shall be elected for a term of two (2) years or until a successor is elected and shall be eligible for re-election but shall not serve more than two (2) consecutive terms as treasurer.
D. Directors shall be elected for a two (2) year term or until their successors are elected. Three (3) directors shall be elected annually. Directors shall be eligible for re-election, but shall not serve more than (2) two consecutive terms as Director.
E. Any Officer, having served the maximum length of time in an office shall be eligible for re-election to the same office after a hiatus of one year.
Section 4. Vacancy in Office.
A. A vacancy in the office of President shall be filled by the President-elect and the Board of Directors shall elect another President-elect from among its members who meets the qualifications for the office.
B. A vacancy in any office other than President shall be filled by appointment of the board by someone who meets the qualifications for that office for the unexpired portion of the term of office of the member being replaced.
Section 5. Duties of Officers.
A. The President shall:
1. preside at meetings of this Association and of the Board of Directors,
2. appoint the chairman and members of Standing and Special Committees, except the Nominating Committee, subject to the approval of the Board of Directors;
3. be an ex-officio member of all committees, except the Nominating Committee,
4. prepare and read at each annual meeting of this Association, a report of the work of the previous year;
5. when feasible, represent this Association at the Annual Meeting of the AANA, and Mid-Year Assembly;
6. renew "Articles of Incorporation" for this Association with the Ohio Secretary of State every five (5) years beginning in 1990;
7. keep the President-elect informed of Association affairs;
8. be the liaison with the administrative office to insure the duties of that office are performed as stipulated by the Board of Directors.
B. The President-elect shall:
1. assist the president and perform any duties directed by the President or Board of Directors.
2. Keep an ongoing timetable of services to be provided by the office and advise the President on the status of required services and the overall performance of duties of the administrative office;
3. Assume the duties of the President in the absence of that officer and shall succeed to the office of President for any unexpired term in the event the President is unable to complete the term or resigns the office; and
4. The President-Elect automatically succeeds to the office of president upon the completion of the term.
C. The Secretary shall work with the administrative office to:
1. Keep the minutes of the general meetings and the meetings of the Board of Directors.
2. Notify officers of their election;
3. Notify members of the Board of Directors of their meetings;
4. Send to the Executive Office of the AANA annually the names and addresses of the officers and directors within three (3) weeks of their terms’ commencement, and the names and addresses of committee chairmen after their appointments, and a copy of the current bylaws whenever amended;
5. Send copies of important correspondence and information pertaining to matters of general business of this Association to the President;
6. Keep a database of members, addresses and telephone numbers;
7. Send a copy of the minutes of the meeting of the Board of Directors within thirty (30) days and the Annual meeting within forty-five (45) days to each member of the Board; and
8. Make available to each new member a copy of the association’s bylaws.
D. The Treasurer shall work with the administrative office to:
1. Receive monies of this Association, pay bills, and disburse funds as directed by the Board of Directors;
2. Deposit funds as designated by the Board of Directors;
3. Present a written report at the Annual meeting and at such other times as requested by the Board of Directors;
4. Annually file with the Internal Revenue Service the necessary forms as a tax-exempt association;
5. Provide for auditing the financial records of this association prior to the Annual Meeting and at such other times the Board of Directors shall deem advisable;
6. Serve as chair of the Finance Committee; and
7. Submit to the Board of Directors a budget for the next fiscal year prior to the end of the calendar year.
ARTICLE V. Nominations and Elections
Section 1. Nominating Committee.
A. The Nominating committee shall be responsible for slating, and if necessary, solicitation of candidates for office for Ohio State Association of Nurse Anesthetists board of directors and elected committees. The committee shall observe this Association’s Bylaws regarding elections.
B. The nominating committee is an elected committee composed of four (4) active members, three (3) of whom shall be elected by mail ballot or electronic transmission in conjunction with the election of officers and directors, one (1) member who has previously served on the Nominating Committee, to be appointed by the Board of Directors, and the Executive Director as a non-voting member. The Nominating Committee shall elect its own chairman from among its voting members.
C. Any active member of this association may submit nominations for State offices and National offices and committees to this Association’s nominating committee before the spring meeting.
D. It shall be the duty of this committee to prepare and present to the Board of Directors not less than thirty days (30) after the spring meeting a slate of candidates eligible for State offices and the Nominating committee.
E. The board of directors shall approve candidates for National office and submit names to the AANA Nominating Committee in accordance with the timeline established by the AANA.
Section 2. State Elections.
A. Elections shall be by ballot, which may be by mail or electronic transmission.
B. The Nominating Committee shall provide for a ballot to be mailed or electronically sent to each active member qualified to vote not less than forty-five (45) days prior to October 1. Ballots must be completed and returned no later than twenty-one (21) days prior to October 1.
C. A vote may be cast for a member not on the ballot by writing in the name.
D. A plurality vote shall elect.
E. Tie Vote. In the event of a tie in a state election ballot, a mailed or electronic vote will be taken of the members eligible to vote, to include only the candidates for which there is a tie.
F. Ballots and tallies shall be sealed in a box or electronically stored at the Association headquarters to be destroyed after (45) forty-five days
ARTICLE VI. Meetings
Section 1. Regular meetings.
The regular business meeting held in the Spring shall be known as the Annual meeting. A second business meeting may be held at another time during the year.
Section 2. Special Meetings.
A special meeting of the Board of Directors shall be called by the President at such times as the specific business of the Association may require or, shall be called upon by the request of a majority of the Board of Directors. Members of the Board shall be notified of a meeting at least 72 hours prior to the meeting. These meetings may be held as face-to-face meetings, conference calls or webinars (electronic meetings).
Section 3. 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 as long as the members may simultaneously hear each other and participate during the meeting.
Section 4. Voting.
Active members present and eligible to vote shall constitute the voting body at any meeting of this Association.
Section 5. Quorum.
A. Twenty-five (25) active members shall constitute a quorum at an Annual Meeting of the Association.
B. Fifteen (15) active members shall constitute a quorum at special meetings.
C. Electronic meetings require a majority of the members of the Board to conduct business.
Section 6. Credentials.
Admission to the business meetings shall be by presentation of proper credentials as established by the Board of Directors.
ARTICLE VII. Board of Directors
Section 1. Composition.
The Board of Directors shall consist of the President, the President-Elect, the Secretary, the Treasurer, six (6) Directors, and student board representatives. The Immediate Past President will act in an advisory capacity to the Board, however will not be counted in the quorum or have a vote. The student board representatives will not be counted in the quorum or have a vote.
Section 2. Duties
The Board of Directors shall:
A. have general supervision of the affairs of the Association between its business meetings;
B. control and manage funds and property of this Association;
C. prescribe the amount of expenses that shall be allowed toward defraying expenses of representatives to the annual meetings of the AANA and/or other meetings;
D. Conduct business between meetings of the Board and the Association by mail or other means of communication as specified in Article VI Section 3
Section 3. Meetings.
A. The Board of Directors shall meet preceding the Annual Meeting and preceding October 1.
B. Special Meetings of the Board of Directors shall be called by the President at such other times as the business of this Association may require, or shall be called upon the written request of a majority of the Board. Members of the Board shall be notified of a meeting at least one (1) week prior to the meeting
Section 4. Attendance
Board members are to attend seventy five percent (75%) of the board and committee meetings. If the board member fails to attend seventy five percent 75% of the board meetings without substantial reason, as deemed appropriate by the chair, the member will be deemed to have resigned and the position declared vacant. The vacancy will be filled as outlined in Article IV. Section 4. B. of the association bylaws.
Section 5. Removal of Directors.
The board of directors may remove, by a two thirds vote, any member of the board of directors for refusal, neglect, or failure to perform duties of the position, or for any act contrary to the policies and instructions of the board. The vacancy shall be filled as provided in these bylaws.
Section 6. Quorum and Voting.
Two-thirds (2/3) of the members of the Board shall constitute a quorum at meetings of the Board. A vote of the majority of the members of the Board, at which a quorum is present, shall be the act of the Board.
ARTICLE VIII. Executive Committee
Section 1.
The Executive Committee shall consist of the President, President-Elect, Treasurer and Secretary. The President shall serve as the chairman of the committee.
Section 2.
The Executive Committee shall manage affairs of this Association between meetings of the board of directors and shall be authorized to act on behalf of the board on all matters.
Section 3.
Actions of the Executive Committee shall be ratified by the Board of Directors at the next regularly scheduled meeting.
ARTICLE IX. Committees
Section 1. Standing Committees.
The committees of this Association shall be determined by the Board of Directors, as should the charge and duration of each committee. Reference to the Association Committees are included in the Association Handbook.
Section 2. Appointment of Committees.
Standing committee members and the chairman shall be appointed by the President subject to the approval of the Board of Directors.
Section 3. Special Committees.
Special committees shall be appointed by the President subject to the approval of the Board of Directors.
Section 4. Duties.
The chairman of a committee shall:
A. be responsible to the Board of Directors;
B. prepare a report for the Board of Directors and the Association and at such other times as requested by the Board;
C. prepare and submit an annual committee budget to the Finance Committee; and
D. annually review or revise, if necessary, the committee role and responsibilities for the committee handbook.
ARTICLE X. Code of Conduct or Discipline of Members
Section 1. Conduct of Members.
If the conduct of any member shall appear to be in willful violation of the bylaws of this Association, or prejudicial to the interests of this Association, the Board of Directors may, by two-thirds (2/3) vote of the entire Board, suspend or expel such member. Before such action is taken, a written copy of the charges shall be served on the member and an opportunity given that member to be heard before the Board of Directors. A recommendation for the suspension or expulsion of a member shall also be made to the Board of Directors of the AANA.
A motion to reconsider the suspension or expulsion of a member from this Association may be made at a regular meeting of the Board of Directors. If the disciplined member seeks to have a special meeting convened of the Board of Directors, all expenses for this meeting shall be borne by the aforementioned member.
Section 2. Other Forms of Disciplinary Action.
The Board of Directors may, after following the requirements of these bylaws and such additional policies and procedures as the Board may duly adopt, censure, suspend, revoke membership of, or otherwise discipline any member of the Association for:
A. unprofessional conduct;
B. conviction of a felony;
C. an action taken by a Board of Nursing against the member’s license because of
1. gross incompetence;
2. unethical conduct;
3. an act demonstrating moral turpitude; or
4. violation of the bylaws, standards, code of ethics, or rules of the Association.
ARTICLE XI. Administrative Operations
Section 1. Headquarters.
The headquarters shall be located in Franklin County, Ohio, at a location selected by the Board of Directors.
Section 2. Executive Director.
There shall be an Executive Director employed by the Board of Directors to manage and direct the activities of the Executive Office. The Executive Director shall possess the authority and be subject to any limitations imposed upon him/her by the Board of Directors. The selection or termination of the Executive Director shall be by two-thirds vote of the Directors present at the meeting at which a quorum is present and notice has been duly given for the meeting.
A. Accountability. The President-elect shall be responsible for coordinating, with the input of the board of directors, the evaluation of the Executive Director on an annual basis.
B. Duties. The Executive Director shall perform duties as specified in the Association Handbook.
Section 3. Fiscal Year.
The fiscal year shall be from March 1 to the last day of February.
ARTICLE XII. Official Publication
Section 1. Name.
The name of the official publication of this Association shall be OSANA Highlights.
Section 2. Dates of Issue.
The OSANA Highlights shall be published at least two (2) times each year.
Section 3. Purpose.
The purpose of this publication shall be to keep the members informed of the activities of their Association and to stimulate interest in the Association.
ARTICLE XIII. Indemnification
The Association shall indemnify all officers of the Association to the full extent permitted by the Ohio Revised Code for Non Profit Associations, and shall be entitled to purchase insurance for such indemnification to the full extent as determined by the Board of Directors of the Association.
ARTICLE XIV. Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern this Association 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 Association may adopt.
ARTICLE XV. Amendments
These bylaws may be amended at the Annual Meeting of this Association by a two-thirds vote, provided that the amendment has been mailed to the members at least thirty (30) days prior to the date of the meeting.
Effective Fall 2002
Revision adopted September 27, 2002
Revision adopted September 11, 2004
Revision adopted September 17, 2005
Revision adopted May 5, 2007
Revision adopted September 20, 2008
Revision adopted October 9, 2009
Revision adopted September 8, 2012
Revision adopted September 6, 2014
Revision adopted September 30, 2017
Revision adopted September 15, 2018
Revision adopted April 11, 2021
