Bylaws Committee: The Bylaws Committee shall consist of the Vice-President who shall serve as the Chairperson and three (3) members appointed by the Board to serve a one-year term. Duties include: interpret the LibNA bylaws, review the bylaws annually, recommend changes to the bylaws, prepare amendments for the bylaws, recommend rules for conducting meetings of LibNA, and review Chapter bylaws. Committee Members List.

Communications Committee: The Communications Committee shall consist of at least two (2) Board members, one of which must be the Secretary who shall serve as the Chairperson, and three (3) members appointed by the Board to serve a one-year term. Duties include: publication of a quarterly newsletter, oversee the production of LibNA’s website, establish and monitor Board participation in a web-based discussion forum, and maintain electronic and hardcopy files of all LibNA communications, minutes, actions, and presentations. Committee Members List.

Membership and Chapters Committee: The Membership and Chapters Committee shall consist of the Treasurer, who shall serve as chairperson, and three (3) members appointed by the Board to serve a one-year term. Duties include the development and maintenance of chapter start-up procedures, serve as a liaison between chapters and the Board, facilitate chapter news and updates to the larger membership, updating and maintenance of a membership roll, collection of membership dues, and overall recruitment and retention publicity and efforts for LibNA membership. Committee Members List.

Education Committee: The Education Committee shall consist of at least two (2) Board members, one of which shall serve as chairperson and three (3) members appointed by the Board to serve a one-year term. Duties include development and overall planning for the annual conference, solicitation for and approval of conference abstracts, and providing an annual summary of all educational offerings of LibNA. Committee Members List.

Nominating Committee (elected to serve): The Nominating committee shall consist of the Immediate Past President and two (2) members elected at the annual conference, who shall serve until the elections at the next annual conference. Duties include conducting and monitoring LibNA elections and to hold ballots and election results for one (1) year. Committee Members List.

Volunteer Committee Members are welcome. Contact Samuel Sampson at samuel.sampson@libna.org.

Liberian Nurses Association-MN By-laws and Constitution.

Minneapolis-St. Paul, Minnesota

ARTICLE I – NAME, PURPOSE, MISSION, FUNCTIONS

Section I. NAME

Liberian Nurses Association (LibNA-MN)-Minnesota will be the name of this organization. It shall be incorporated under the laws of the State of Minnesota.

Section 2.  PURPOSE

The organization is incorporated solely for charitable purposes.  The purpose of the organization is to create a platform for Liberian nurses to promote the health of the community through outreach, education, advocating, social empowerment, and collaboration with other professional organizations for societal advancement.

Section 3. A. NON-DISCRIMINATION POLICY

Pursuant to Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973 and the Age Discrimination Act of 1975, Liberian Nurses Association (LibNA) Minnesota recruits, assigns and promotes membership, terminates membership, accepts members, volunteers and board members, determines rates of reimbursement/compensation and other benefits without discrimination on the basis of age, gender, sexual orientation, disability, ethnic identity, religion or creed

Section 3.B. MISSION

A professional nursing organization that is committed to enhancing and improving the health of all Liberians through education on primary, secondary, and tertiary preventive measures.

Section 4. FUNCTIONS

Section 5.  FISCAL YEAR

The designated fiscal year of this corporation shall be January 1st to December 31st.

Section 7. Affiliation (Constituent/State Nurses Association)

ARTICLE II – MEMBERSHIP, DUES, COMPOSITION, QUALIFICATION, BENEFITS / PRIVILEDGES, RESPONSIBILITIES & OBLIGATION, DISCIPLINARY ACTIONS, (7 sections

Section I. MEMBERSHIP:

The members of the Liberian Nurses Association (LibNA) Minnesota will consist of all Advanced Practice Nurses, Registered Nurses, Licensed Practical Nurses, and Student Nurses within the Liberian community of Minnesota.

Membership applies to nurses who has been granted a license to practice as a registered nurse or licensed practical nurse in at least one state, territory, or possession of the United States and does not have a license under suspension or revocation in any state, or is otherwise entitled by law to practice.

Whose request for membership to LibNA-MN/ LNA-MN has been accepted in accordance with association’s policies, and whose dues and membership fees are not delinquent. Whose obligation is to abide by LibNA-MN/LNA-MN and MN Board of Nursing/State Code of Ethics for nurses.

Section 2. DUES

Payment of dues and membership fees.

The Membership Assembly shall establish individual membership fees of $50.00 annually and $10.00 membership fees monthly.

The Membership Assembly shall be notified in writing of any changes in due within 30 days.

CHANGE OF DUES CATEGORY – When a change in dues category is made within a membership year, no monies shall be refunded nor shall additional monies be collected.

Section 3.  COMPOSITION

COMPOSITION (Definition)

The members of the Liberian Nurses Association (LibNA) Minnesota will consist of all Advanced Practice Nurses, Registered Nurses, Licensed Practical Nurses, and Student Nurses within the Liberian community of Minnesota.

Membership applies to nurses who has been granted a license to practice as a registered nurse or licensed practical nurse in at least one state, territory, or possession of the United States and does not have a license under suspension or revocation in any state, or is otherwise entitled by law to practice.

Whose request for membership to LibNA-MN/ LNA-MN has been accepted in accordance with association’s policies, and whose dues and membership fees are not delinquent. Whose obligation is to abide by LibNA-MN/LNA-MN and MN Board of Nursing/State Code of Ethics for Nurses.

Definition

Who elects to join LibNA-MN

Who resides in MN, USA, Africa, and wish to join LibNA MN.

Who is in good standing at the current approved dues with the bylaws and constitution.

Section 4. Qualifications

Members of LibNA MN must meet the code of conduct of a professional nurse with a current, active license to practice or be enrolled in an accredited institution working toward a degree in Nursing.

To be qualified as an individual member, a member:

Must be a Licensed Advanced Practice Nurse, Registered Nursed, Licensed Practical Nurse or Student Nurse within the Liberian Community in Minnesota.

Must abide by the bylaws of LibNA MN and share in its mission and vision.

Responsibilities:

Uphold the by-laws and constitution of LibNA-MN

Uphold the code of ethics for nurses as adopted by MNA/MN-Board of Nursing

Each individual member shall pay an annual registration fee.

Each individual member shall pay their monthly dues.

All members are encouraged to attend scheduled meetings and events and or read the minutes of the meeting

All members are required to participate in at least one professional activity of LibNA MN.

All members are encouraged to participate in all other activities of LibNA-MN.

Members are responsible to partake in community, voluntary, outreach and missions commitments of LibNA MN that benefits the community at large.

Fulfill the requirements of an office or committee if elected or appointed.

Member shall have the obligation to:

• Uphold the Bylaws and constitution of LibNA-MN/LNA-MN
• Uphold the Code of Ethics for Nurses as adopted by the MNA/Board of Nursing.
• Pay dues as required by LibNA-MN/LNA-MN
• Fulfill the requirements of an office or committee if elected or appointed.

QUALIFICATION cont.

Membership in LibNA MN shall be unrestricted by consideration of age, color, creed, disability, gender, health status, lifestyle, nationality, race, religion, or sexual orientation.

Members of LibNA MN must meet the code of conduct of a professional nurse with a current, active license to practice or be enrolled in an accredited institution working toward a degree in Nursing.

To be qualified as an individual member, a member

Must be a Licensed Advanced Practice Nurse, Registered Nursed, Licensed Practical Nurse or Student Nurse within the Liberian Community in Minnesota.

Must abide by the bylaws of LibNA MN and share in its mission and vision.

Section 5. BENEFITS / PRIVILEDGES /Rights:

Each individual member shall be entitled to:

• All other benefits of LibNA MN member status
• Members have the right to vote in election for LibNA MN and vote to adopt as well as revise the policies, procedures and bylaws of LibNA MN only if they are current with membership dues.
• Voting privileges are restricted to current members who are in good standing with the policy, procedures and bylaws and constitutions of LibNA.

1. Disciplinary Action

Any member whose conduct has been proven injurious to LibNA MN, its objective, purpose and mission shall be subject to disciplinary action including fines, censure, suspension or expulsion.

Members shall be subject to censure or expulsion for violation of these Bylaws. No disciplinary action shall be taken against a Member until such Member shall have been served with written, specific charges, given a reasonable time to prepare a defense, and afforded an opportunity for a full and fair hearing by the Board of Directors. Members expelled under provisions of this section shall be eligible for reinstatement upon application approved by a two-thirds vote of the Board.

Section 6. RESPONSIBILITY & OBLIGATION:

• Each individual member shall pay an annual registration fee.
• Each individual member shall pay their monthly dues.

Member shall have the obligation to:

• Uphold the Bylaws and constitution of LibNA-MN/LNA-MN
• Uphold the Code of Ethics for Nurses as adopted by the MNA/Board of Nursing.
• Pay dues as required by LibNA-MN/LNA-MN
• Fulfill the requirements of an office or committee if elected or appointed.

Section 7. DISCIPLINARY ACTIONS.

• Any member whose conduct has been proven injurious to LibNA MN, its objective, purpose and mission shall be subject to disciplinary action including fines, censure, suspension or expulsion.
• Members shall be subject to censure or expulsion for violation of these Bylaws. No disciplinary

action shall be taken against a Member until such Member shall have been served with written, specific

charges, given a reasonable time to prepare a defense, and afforded an opportunity for a full and fair

hearing by the Board of Directors.

• Members expelled under provisions of this section shall be eligible for reinstatement upon application

approved by a two-thirds vote of the Board.

ARTICLE V – MEETINGS OF THE MEMBERSHIP (5 sections)

Section I. Frequency of meeting

Section 2. Special meetings

Section 3. Electronic meeting

Section 4. Prior notification (writing or electronically)

Section 5. Quorum at any meeting

All members are encouraged to attend scheduled meetings and events and or read the minutes of the meeting

MEETINGS:

• All members are required to participate in at least one professional activity of LibNA MN.
• All members are encouraged to participate in all other activities of LibNA-MN.
• Members are responsible to partake in community, voluntary, outreach and missions commitments of LibNA MN that benefits the community at large.

General meetings.

Section 1.   

General meetings shall convene at a time and place to be determined by the Board of Directors.

Notice of meeting shall be published and delivered electronically to the membership within one weeks prior to the date of the meeting;

The agenda of the meeting will be delivered electronically to members within three days prior to the meeting date. A special meeting of the Membership may be called by two-thirds vote of the Board of Directors or upon written request from twenty-five LibNA Members.

ARTICLE III. BOARD OF DIRECTORS (8 sections) – Composition, Meetings, Responsibilities, Executive committee, Terms of Office, Duties of Officers, Vacancies, Indemnification

Section I. Composition

Section 2. Meetings.

General meetings shall convene at a time and place to be determined by the Board of Directors.

Notice of meeting shall be published and delivered electronically to the membership within one weeks prior to the date of the meeting;

The agenda of the meeting will be delivered electronically to members within three days prior to the meeting date. A special meeting of the Membership may be called by two-thirds vote of the Board of Directors or upon written request from twenty-five LibNA Members.

Section 3. Responsibilities

Section 4. Executive Committee

Section 5. Terms of Office

Section 6. Duties of Officers

Section 7. Vacancies

Section 8. Indemnification

General – Unless expressly prohibited by law, this organization shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person’s testator or in testate, is or was a director, officer, employee or agent of this organization or serves or served any other enterprise at the request of this organization, against all expenses (including attorneys’ fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding.

Limitation of Liability – Officers, directors and other persons who perform services for this organization and who do not receive compensation other than reimbursement of expenses (“volunteers”) shall be immune from civil liability.

Additionally, persons regularly employed to perform a service for a salary or wage (“employees”) shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the organization an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee’s willful misconduct, crime (unless the volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the corporation pursuant to this act or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity. The Corporation is liable only to the extent of the applicable limits of insurance coverage it maintains.

ARTICLE III.  BOARD OF DIRECTORS

Section 1. Powers and Duties of the Board

The LibNA MN Board of Directors shall actively promote the objectives of LibNA MN, operating in accordance with and administering and implementing the objectives, policies established by these bylaws and by the LibNA MN Board of Directors. Members of LibNA MN Board of Directors are elected by the membership body, officers and are accountable to the members of LibNa MN. Board members shall actively participate in community outreach, gift solicitations, and fundraising. Exercise the organization’s responsibility and fiduciary duties consistent with applicable provisions of Law. Establish and provide for implementation of the association’s policies and positions with regular input from the leadership team.

Approve the initial appointment of committees and other members not elected as provided for in the bylaws and fill vacancies not otherwise provided for in these by laws. Serve as an advisory committee and provide recommendation to the leadership team.

The LibNA MN Board of Directors shall:

• Exercise the corporate responsibility and fiduciary duties of LibNA MN consistent with applicable provisions of law.
• Review and approve the Code of Ethics for Nurses, the scope of nursing practice, and LibNA MN.
• Establish policies and procedures for transaction of business, coordination of LibNA MN activities, and operation and maintenance of a regional headquarters here in MN and a national headquarter.
• Establish fees for conventions, specified activities, and services
• Establish fees for organizational affiliates.
• Receive annual reports from LibNA MN.

Section 2: Number of Directors and Compensation

The board shall have up to 9 members but not fewer than 5 members including 1-2 representative from the LibNA leadership body. The board receives no compensation other than reasonable expense reimbursements/compensation. The LibNA MN Board of Directors shall supports its mission and objectives.

Section 3: Term of Office

Board members shall be elected to two-year terms and are eligible for election for up to two consecutive terms. The board will be headed by a Chairperson who will assume the responsibility as Chairperson of the Board. Directors may be renominated for service on the board following a one-year absence from the board. Lifetime service to the organization is limited to eight years.

Section 4: Elections

The Nominating Committee shall nominate one person for each of the available seats to be filled on the Board of Directors by October 31 of each year.  New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.

The Board of Directors shall adopt an application form and procedures to facilitate the consideration of applicants for Executive offices of LibNA-MN. All applicants shall complete the application form and submit the application, along with the eligible documents, to the Board of Directors of LibNA- MN. The Board of Directors, or its designee, shall review the application of all applicants and determine, based on the criteria set forth in these Bylaws and such other guidelines as the Board of Directors may prescribe, whether individual applicants meet the qualifications necessary for the leadership of the organization.

Section 5: Quorum

A quorum shall consist of a simple majority of the Board of Directors.  A quorum of the Board of Directors must be present to conduct business.

Section 6: Meetings

Regular meetings of the Board of Directors shall be held as determined by the Board.  Special meetings of the Board of Directors may be held at any time upon twenty-four (24) hour notice, oral or written, by the Chairperson of the board.,

Section 7: Notice of Meetings

Written notice stating the place, date and time of any regular meeting of the Board of Directors shall be delivered personally, electronically, or by mail to each Director with a minimum of three to seven (3-7) days’ notice. The Board may meet with shorter notice in case of an emergency.

Section 8: Electronic Meetings

Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of teleconference or similar communication equipment by which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this section shall constitute presence at such meeting.

Section 9: Resignations, Termination and Absences

Resignation from the board must be in writing and received by Board Chairperson or Designee. Board members may be excused from attendance upon notification to the Chairperson prior to the scheduled meeting. Board members shall be terminated from the board due to excess absences and misconduct detrimental to the organization’s values and objectives. A board member may be removed for other reasons by a three-fourths vote of the remaining Directors.

An elected Board Member who is absent from 4 consecutive regular meetings of the organization during a fiscal year shall be encouraged to reevaluate with the Chair of the Board his/her commitment to the Organization. The Board may deem a Board member who has missed 4 or more consecutive meetings without such a reevaluation with the Chair to have resigned from the board.

Section 10: Vacancies

Vacancies occurring on the Board of Directors shall be filled at any time by appointment by two-thirds of the Board of Directors. The appointment will be for the unexpired term of the position. Fulfillment of appointed partial terms shall not count toward a director’s term; appointed directors may serve additional full terms subject to term limitations addressed in Section 3.

ARTICLE IV.  OFFICERS:

Section 1. General

• The Officers of Liberian Nurses Association (LibNA) Minnesota shall be Executive Director, Assistant Executive Director, Executive Secretary, Assistant Secretary, Chief Financial Officer, Assistant Financial Officer, Chaplain, Public Relations/Community Strategic Outreach Director, and Public Relations/Community Strategic Outreach Director.
• The Executive Director shall be a member/Secretary of the Board of Directors.

Section 2. Election, Nomination and Terms of Office:

All officers, except for the Executive Director shall be elected for a one (2) year term with no more than two (2) consecutive two-year terms in the same office.

Candidates for any elective office shall meet established qualifications set forth by the association

Members shall be considered eligible for only one office in LIBNA-MN at any one time.

A member who meets the established qualifications for any elective office may declare as a candidate by writing to LNA-MN expressing their interest.

The slate of candidates shall be sent to the membership at least thirty (30) days prior to the General Business meeting. The (election) committee will strive to have at least two nominees for each position to be filled prior to elections.

Section 3. Resignation and Removal

Whenever in the best interests of the organization, any officer may be removed from office by the affirmative vote of two-thirds of the Board of Directors. Any officer may resign at any time by delivering a written resignation to the Executive Director or the Board Chairperson.

Section 4: Vacancies

In the event a vacancy occurs in any Officer’s position, it shall be filled in the following manner until the next annual election:

• Executive Director – The Executive Director shall assume the office.
• In case of vacancy in the office of both the Executive Director and Assistant, the duties of the Office of Executive Director shall be performed by the Executive Secretary until replacements are elected by members of LibNA-MN
• All officers shall be elected by the members of LibNA-MN and carry a majority vote.

Section 5. Duties, Responsibilities and Qualifications of Officers

The Officers shall possess such powers and perform such duties as shall be determined by the Board of Directors.

1. A. The Executive Director shall:

• Be elected by members of LibNA-MN /appointed by the Board of Directors and shall serve as the chief executive of Liberian Nurses Association (LibNA) MN.
• Be charged with the responsibility of operating, managing and directing the corporate business, including the employment of individuals to carry out the purposes of Liberian Nurses Association (LibNA) MN
• Execute bonds, mortgages and other contracts except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of Sample Organization.
• Preside at all meetings of the membership and all officers meetings
• Perform other duties customary to the Office of Executive Director, or as directed by the Board of Directors; and be an ex officio non-voting member of all committees.
• Maintain an unencumbered nursing license in Minnesota.
• Educated with a Bachelor’s Degree or higher in Nursing, and be of good moral and professional standing.

The Assistant Executive Director shall:

• In the absence of the Executive Director, the Assistant Executive Director shall perform the duties of the Executive Director; and
• Serve as Chair of Public Relations – Community Outreach and an ex officio member of the nominating committee.
• Maintain an unencumbered nursing license in Minnesota.
• Educated with a Bachelor’s Degree or higher in Nursing and be of good moral and professional standing.

1. The Executive Secretary shall:

• Oversee notice and maintenance of the minutes of the meetings the Board of Directors, and the Executive Committee; and
• Perform other duties customary to the Office of the Secretary, and as may be required by the Board of Directors or the President of the Board.
• Maintain an unencumbered nursing license in Minnesota.
• Educated with a Bachelor’s Degree or higher in Nursing and be of good moral and professional standing.

The Secretary shall be responsible for the recording of all minutes of each and every meeting of the organization in which business shall be transacted in such order as the organization may determine from time to time. However, in the event that the Secretary and Assistant Secretary are unavailable, the Chief Executive Officer shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the Organization to be placed in the minute books. A copy of the minutes shall be delivered to each member via e-mail, and or presented to members during the following business meeting

1. The Assistant Executive Secretary shall:

• In the absence of the Executive Secretary, the Assistant Executive Secretary shall perform the duties of the Executive Secretary.
• Maintain an unencumbered nursing license in Minnesota.
• Educated with a Bachelor’s Degree or higher in Nursing, and be of good moral and professional standing.

1. The Chief Financial Officer shall:

It shall be the responsibility of the Chief Financial Officer/Assistant Chief Financial Officer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Organization, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.

• The Chief Financial Officer/Assistant Chief Financial Officer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of the Corporation/Organization, as may be ordered by the Board of Directors, and shall render to the Chair of the Board, President, and directors, whenever they request it, an account of all the Treasurer’s transactions as treasurer and of the financial condition of the Corporation/Organization.
• Maintain an unencumbered nursing license in Minnesota, and be of good moral and professional standing.

1. F. The Assistant Chief Financial Officer shall:

• In the absence of the Executive Secretary, the Assistant Chief Financial Officer shall perform the duties of the Assistant Chief Financial Officer.
• Maintain an unencumbered nursing license in Minnesota.
• Educated with a Bachelor’s Degree or higher in Nursing, and be of good moral and professional standing.

1. The Chaplain shall:

• Serve as a source of spiritual and emotional support to the organization and the community.
• Assist Liberian Nurses Association, Minnesota members and members of the community with crisis management.
• Perform appropriate duties as directed by the Executive Director or the Board of Directors (i.e. prayers at meeting and functions, etc.).
• Serve as spiritual care liaison between Liberian Nurses Association, Minnesota, other professional organizations and the community.
• Maintain an unencumbered nursing license in Minnesota, and be of good moral and professional standing.

Duties of Public Relations/Outreach coordinator

• Provide as a liaison between LibNA MN Board of Directors and LibNA MN membership team.
• Establish collaborations with other nursing organizations, donors and media outlets to disseminate LibNA MN vision, mission and purpose to the wider community and audience.
• Maintain collaboration, relationships with other non-profit, nursing, charitable and medical organizations, and governmental agencies with the priority purpose of advancing, marketing, promoting and visionizing LibNA MN.
• The PR/outreach Coordinator may represent or speak on behalf of LibNA MN to the media with final confirmation from LibNA MN leadership team and in so doing, expressed consent of the administrators.

Public Relations/Community Strategic Outreach Director shall:

• Ensure communication strategy is consistent and reflects the organization’s strategic vision,
• Grow online supporter base and traffic, Manage relationships with members and media outlets.
• Advocate on behalf of the company brand with external stakeholders and the media across all communications channels and vehicle

1. The Executive Director shall:

• Be appointed by the Board of Directors and shall serve as the chief executive of Liberian Nurses Association (LibNA) MN
• Be charged with the responsibility of operating, managing and directing the corporate business, including the employment of individuals to carry out the purposes of Liberian Nurses Association (LibNA); MN and
• Execute bonds, mortgages and other contracts except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of Sample Organization.

1. D. The Past President of the Board shall:

• Perform such duties as the President and/or the Board of Directors may determine;
• Serve as Chair of the Nominating Committee

1. The Secretary shall:

• Oversee notice and maintenance of the minutes of the meetings the Board of Directors, and the Executive Committee; and
• Perform other duties customary to the Office of the Secretary, and as may be required by the Board of Directors or the President of the Board.
• Maintains an unencumbered nursing license in Minnesota.
• Educated with a Bachelor’s Degree or higher in Nursing.
• Be of good moral and professional standing.

The Secretary shall be responsible for the recording of all minutes of each and every meeting of the organization in which business shall be transacted in such order as the organization may determine from time to time. However, in the event that the Secretary and Assistant Secretary are unavailable, the Chief Executive Officer shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the Organization to be placed in the minute books. A copy of the minutes shall be delivered to each member via e-mail, and or presented to members during the following business meeting.

1. The Chief Financial Officer shall:

• Be the custodian of the corporate funds of Liberian Nurses Association MN, however received, save and except for such funds as the Board of Directors may from time to time entrust to the care and use of designated paid contractors of the Liberian Nurses Association MN, to be used exclusively for the operation of the Liberian Nurses Association MN;
• Serve as Chair of the Finance Committee;
• Disburse the funds of as ordered by the Board of Directors;
• Advise the Board of Directors and other financial Investments
• Oversee day-to-day authority for managing the finances of the Liberian Nurses Association;
• Provide such financial reports and statements as the Board of Directors or Executive Committee may from time to time require or request; and
• Supervise the keeping and auditing of the accounts which shall be open at all times to inspection by the Board of Directors and the Executive Committee

It shall be the responsibility of the Chief Financial Officer/Assistant Chief Financial Officer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Organization, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.

The Chief Financial Officer/Assistant Chief Financial Officer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of the Corporation/Organization, as may be ordered by the Board of Directors, and shall render to the Chair of the Board, President, and directors, whenever they request it, an account of all the Treasurer’s transactions as treasurer and of the financial condition of the Corporation/Organization.

Maintains an unencumbered nursing license in Minnesota. Be of good moral and professional standing

1. The Chaplain shall:

• Serve as a source of spiritual and emotional support to the organization and the community.
• Assist Liberian Nurses Association, Minnesota members and members of the community with crisis management.
• Perform appropriate duties as directed by the Executive Director or the Board of Directors (i.e. prayers at meeting and functions, etc.).
• Serve as spiritual care liaison between Liberian Nurses Association, Minnesota, other professional organizations and the community.
• Maintains an unencumbered nursing license in Minnesota.
• Be of good moral and professional standing.

ARTICLE V.  STANDING COMMITTEES

Section 1. Committee formation

The board may create committees as needed. The President appoints all committee chairs from the membership of the Board. Limited term task forces may be appointed by the President at any time with approval by the Executive Committee; standing and longer term committees shall be created with the affirmation of majority vote of the board.

Section 2. Executive Committee

Board officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board. The uncompensated members of the Executive Committee shall be responsible for conducting the performance review of the Executive Director.

Section 3. Finance Committee

The chief executive officer is the chair of the Finance Committee, which has at minimum 5 members. The Finance Committee is responsible for developing and reviewing fiscal procedures and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The financial committee must have an audit of financial records by an accountant annually. At least 3 members of the financial committee should be signatory to the bank account before a check is considered valid.

Section 3.1 Audit Task Force

The Finance Committee on an annual basis shall appoint an audit task force who shall monitor the audit process. The task force shall be chaired by a member of the board that does not serve on the Finance Committee and shall have at minimum two members from the Finance Committee represented.

Section 4. Strategic Planning

The Strategic Planning Committee shall be chaired by the President Elect of the board and consist of not less than 5 members. The Committee shall monitor the implementation of the strategic plan.

Section 5. Nominating Committee

The nominating committee shall be chaired by the president and consist of not less than 5 members. Members of the nominating committee are not eligible for officer positions. The President Elect shall serve as an ex officio member of this committee. The committee shall be responsible for selecting a slate of directors and officers for consideration by the full board on an annual basis. C

Composition: The Nominating Committee shall consist of the chair and four (5) members, one from each committee

Bylaws committee:

The Board of Directors may establish such additional standing committees and such special committees, groups and task forces, as it considers necessary.

All standing and special committees with the exception of the Bylaws Committee shall be accountable to the Board of Directors. The Bylaws Committee shall be accountable to the membership.The Board of Directors with the recommendation of each committee shall appoint the Chair(s) of the standing committees to serve for a term of two (2) years or until their successors are appointed.

ARTICLE VI. EXECUTION OF DOCUMENTS:

Section 1. Documents, Obligations and Disbursements

Policies regarding documents, obligations and disbursements are set forth in the organization’s operations policies which shall be reviewed on an annual basis by the board.

ARTICLE VIII.  INDEMNIFICATION

Section 1. General.

Unless expressly prohibited by law, this organization shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person’s testator or in testate, is or was a director, officer, employee or agent of this organization or serves or served any other enterprise at the request of this organization, against all expenses (including attorneys’ fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding.

Section 2.Limitation of Liability.

Officers, directors and other persons who perform services for this organization and who do not receive compensation other than reimbursement of expenses (“volunteers”) shall be immune from civil liability. Additionally, persons regularly employed to perform a service for a salary or wage (“employees”) shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the organization an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed***. Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee’s willful misconduct, crime (unless the volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the volunteer or employee, or act or omission that was not in good faith and was beyond the scope of authority of the corporation pursuant to this act or the corporate charter. This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity. The Corporation is liable only to the extent of the applicable limits of insurance coverage it maintains.

ARTICLE IX. DUES

ARTICLE IX.  AMENDMENTS

 

Dated: ________________                                            _______________________________________

 

Secretary, Board of Directors

The name and logo of the Liberian Nurses Association are the property of LibNA.

As such, any use of the name and/or logo by any individual/organization other than a recognized chapter must be authorized by the LibNA Executive Director in advance of such use.

Consultation with the LibNA officers and/or Board of Directors may occur as deemed necessary by the Executive Director.

Request may be submitted via email (support@libna.org) which details the extent of the use and purpose(s) for such use for consideration.

Use of the LibNA logo is limited to the educational and/or informational arenas. Requests should be submitted at least 5 business days in advance prior to use.

Logo use by chapters or any individual/organization approved must use the logo in its entirety, with the colors, content, and other graphic standards as set by the board.