Arizona Cannabis Nurses Association
Constitution and Bylaws
Constitution
Article I – Name
The organization shall be known as the Arizona Cannabis Nurses Association (AZCNA).
Article II – Mission
The Mission of the AZCNA is to advance cannabis nursing practice through research, education, patient advocacy, collaboration, and social policy development.
Article III – Vision
The AZCNA envisions a world in which nursing nurtures healing and wellness through the recognition, understanding, and utilization of the endocannabinoid system (“ECS”).
Article IV – Statement of Purpose
The AZCNA is an Arizona non-profit membership association for nurses who acknowledge a patient’s right to choose plant medicine alone (or in conjunction with other forms of medicine) for wellness, disease prevention or cure.
Article V – Goals and Objectives
• AZCNA promotes the education of nurses, other healthcare professionals and the public in all aspects of the ECS and the safe uses of cannabinoid medicine.
• AZCNA advances the profession of cannabis nursing by providing continuing education regarding the ECS and safe uses of cannabinoid medicine.
• AZCNA – through its advocacy and education – helps to improve the social perception of medical cannabis use, incorporating the concepts of holistic nursing.
• AZCNA promotes the practice of complementary and alternative medicine (CAM), cannabis nursing ethics, and research within the field of cannabis nursing.
• AZCNA monitors and responds to political and governmental policy initiatives for the benefit of our patients within the State of Arizona, and the United States.
• AZCNA provides as a resource to its members a supportive community, informative publications and local networking opportunities
• AZCNA serves to legitimize cannabinoid medicine and to advocate for patients’ rights, and safe access to the medicine they choose.
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By-Laws
Article I – Membership Categories
Section 1: Membership Categories (A) Regular: Active membership shall be open to currently practicing registered nurses, licensed practical/vocational nurses, and nurse practitioners. Active members may vote and hold office.
(B) Retired: Retired membership shall be open to all nurses who have retired from practice, or who have otherwise resigned their nursing credentials, but have an ongoing interest in cannabis nursing.
(C) Student: Student membership shall be open to individuals who are enrolled in a nursing education program. Student nurses may not vote or hold office; however, the Board of Directors shall appoint one (1) nursing student to a seat on the Board.
(D) Affiliate: Affiliate membership shall be open to persons or entities who are concerned with cannabis nursing practice as the Board of Directors may determine. The Board of Directors will determine the dues for affiliate members. Affiliate members may not vote or hold office.
(E) Supportive: Supportive membership shall be open to persons or entities who want to provide financial support for the growth and maintenance of the AZCNA and its mission. Supportive members may not vote or hold office.
Section 2: Additional Membership Categories: The Board of Directors may add other membership categories as it deems appropriate.
Section 3: Recognition/Benefits: The Board of Directors may determine member and sponsor recognition and benefits as it deems appropriate.
Article II – Finances
Section 1: Dues: The board of directors shall establish dues. Expiration of all membership rights shall occur if dues are not paid as required by current policy.
Section 2: Fiscal Year: The accounting period is January 1- December 31 unless altered by the board of directors.
Section 3: Auditing: At the direction of the board of directors the accounts of AZCNA shall be audited or reviewed by a certified public accountant selected by the board of directors and the report of the audit shall be submitted to the board of directors.
Section 4: Checks, Drafts, etc.: Officers qualified to issue checks, authorize payments or engage in contracts include the president and the treasurer and the secretary. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the association shall be signed by such officers or agents of the association and in such manner as shall from time to time be determined by resolution of the board of directors.
Section 5: Deposits: All funds of AZCNA shall be deposited from time to time to the credit of the association in such banks, trust companies or other depositories as may be selected by any one or more officers or agents of the association to whom such power may from time to time be delegated by the board of directors.
Article III – Board of Directors
Section 1: Composition and Qualifications: There shall be a board of directors, composed of the officers of the association (President, President-elect, Secretary and Treasurer) and six (6) at large directors and a nursing student director. The initial board of directors shall be determined by a vote of the founding members who shall serve for a one (1) year term. Thereafter, the Board of Directors will be elected in accordance with these By-Laws. In order to be qualified to serve as a Director, a board candidate must be a member of AZCNA in good standing. Additional qualifications for director include previous service to the association including, but not limited to, conference attendance, service on a committee or task force, presentations at the annual conference, and/or other service as deemed appropriate by the board of directors.
Section 2: Authority and Responsibility: The governing body of the association shall be the board of directors. The board of directors may adopt such rules and regulations for the conduct of its business as it deems appropriate, and may, in the execution of powers granted, delegate certain of its authority and responsibility to the officers. When fiscally stable, the board shall provide administrative staff for the association. The staff, under the direction of the chief administrative officer, shall be responsible for the effective administration of all affairs of the Association and shall be responsible for all activities as directed by the president and the board of directors.
Section 3: Meetings: The board of directors shall meet quarterly. The president shall call the meetings of the board of directors, and the secretary shall provide notice of same.
Section 4: Quorum: At any meeting of the board of directors, a majority of the voting members of the board, including at least two (2) officers, shall constitute a quorum for the transaction of business of the association.
Section 5: Telecommunications: Members of the board or of any committee designated by the board may take any action permitted or authorized by these bylaws pursuant to meeting by means of telecommunications. Telecommunications include conference calls and videoconference provided that each member participating can hear each other member in attendance.
Section 6: Directors: (A) At-Large Directors: Three (3) directors shall be elected in odd years and three (3) elected in the even years. The term of each director shall be two years.
(B) Re-election: No director who has served four (4) consecutive years shall be eligible for re-election or appointment as a director until at least one (1) year has elapsed.
(C) Director Vacancies: Vacancies occurring before the expiration of the term may be filled by appointment of the president with the approval of the board of directors.
(D) Director Removal: The board of directors may, by affirmative vote of at least eight (8) of its voting members, remove any director for cause whenever, in their judgment, the best interest of the Association would be served.
Article IV – Officers/Terms
Section 1: Officers: The officers of the Association shall be a President, President-elect, Secretary, and Treasurer.
Section 2: Duties/Terms of Office: (A) President: The President shall serve as the chief executive officer of the association and shall in general, supervise and control the affairs of the association. The president shall preside at all meetings of the board of directors. The president will be eligible for two (2) two-year terms in office.
(B) President-Elect: The president-elect, in the absence of the president, shall exercise the powers of the president. The president-elect shall serve as Chairman of the Nominating Committee, and such other functions as determined by the President. The president-elect will be eligible for two (2) consecutive two-year terms and will automatically succeed to one (1) two-year term as president and may serve a second term if elected for that term.
(C) Secretary: The secretary shall keep an accurate record of the meetings of the board of directors and the annual business meeting and shall provide the minutes of the last official annual business meeting for approval of the membership. The secretary shall preserve records, documents and correspondence as directed by the board of directors and assure that they are properly archived, shall cause notice to be given of all meetings of the board of directors and shall perform all other duties incident of the office of secretary or as assigned by the board of directors. The secretary will be eligible for two (2) consecutive two-year terms.
(D) Treasurer: The treasurer will be eligible for two (2) consecutive two-year terms. The treasurer shall be chair of the finance committee. The treasurer shall be the custodian of the association’s funds. This person shall ensure that all monies designated for AZCNA are appropriately deposited, legitimate expenses paid, and all accounts balanced. The Treasurer shall provide quarterly financial reports to the Board.
Section 3: Officer Vacancies and Officer Removal (A) Officer Vacancies: Vacancies in any elected office may be filled for the balance of the term thereof by the board of directors at any regular or special meeting.
(B) Officer Removal: The board of directors may remove any officer for cause by a ¾ majority vote of whenever, in their judgment, the best interests of the association would be served thereby according to the process defined in Robert’s Rules of Order Newly Revised.
Section 4: Officer Qualifications: Any regular member in good standing is eligible for nomination and election to any of the offices.
Section 5: Delegation: Officers may have some of their responsibilities delegated to professional management as determined by the board of directors.
Article V – Elections
Section 1: Nominating Committee/Nominations: The President, subject to Board approval, shall annually appoint a Nominating Committee which shall be chaired by the President-Elect. The nominating committee shall be comprised of two (2) Directors and two (2) members at-large who are not currently officers or directors. The Nominating Committee shall prepare and submit to the executive committee at least one (1) nomination for each of the elected offices of AZCNA. The executive committee shall review all candidates and present the slate presented by the nominating committee to the full board of directors for approval. Each person considered for nomination will submit a written letter of intent with a statement of willingness to serve and short professional biography for their nominating package.
Section 2: Elections: Election of the officers and directors shall take place via a ballot, to all active members, sent electronically to the last known email address of each member not less than thirty (30) days before the date of the annual meeting. Each voting member of the Association may cast one (1) ballot either by U.S. postal mail or electronically. Results of the election shall be announced at the annual meeting.
Section 3: Majority: A simple majority is sufficient to elect the directors and officers.
Section 4: Vacant Office: If an office remains vacant at the time of the election, it may be filled by a majority election of the voting members present at the annual business meeting. The Nominating committee or, in their absence, a teller committee composed of three (3) members, shall be designated by the president and shall distribute blank ballots to all voting members. The voting members will write in the name of the candidate of their choice, the ballots collected and counted by the nominations or teller committee, and the results thereof will be announced by the Nominations Committee Chairman or, the head teller, as the case may be.
Article VI – Meetings
Section 1: Business Meetings: There shall be an annual business meeting of the association at such time and place as determined by the board of directors.
Section 2: Special Meetings: Special meetings of the Association may be called by the board of directors at any time, or shall be called by the president upon receipt of written request by one-third (1/3) of the voting members, within thirty (30) days after receipt of such request. Such request must state the specific business to be transacted at such meeting. The business to be transacted at any special meeting called by the board of directors shall be stated in the notice thereof and no other business may be considered at that time. The business to be transacted at any special meeting called by the written request of one-third (1/3) of the voting members shall be limited to the specific matter(s) set forth in the request, plus whatever additional matters which may be added thereto by the board of directors.
Section 3: Notice of Meetings: Notice of any regular meetings of the association shall be transmitted via e-mail to the last known address of each member not less than thirty (30) before the date of the next meeting.
Section 4: Voting: At all meetings of the association, each voting member shall have one (1) vote which may be exercised in person only. Unless otherwise specifically provided by these bylaws, a simple majority of those active members present at a meeting at which a quorum is present shall govern.
Section 5: Quorum of Members: A quorum shall consist of a simple majority of those voting members present at an annual meeting or special meeting of the members.
Section 6: Parliamentary Authority: Robert’s Rules of Order Newly Revised shall govern meetings of AZCNA unless otherwise specified.
Article VII – Committees
Section 1: Chairs: Committee chairs shall be appointed by the president. The chairs shall select their own committee members unless otherwise specified. All committees report to the board of directors annually, or more often as directed by the President.
Section 2: Executive Committee: An executive committee comprised of the officers of the association shall have the authority to act in place of the board of directors between board meetings on all matters except those specifically reserved to the board of directors by these bylaws. Minutes of the executive committee meetings shall be distributed to the entire board of directors. A chief administrative officer shall be an ex officio non-voting member of this committee.
Section 3: Finance Committee: The finance committee shall consist of the treasurer as chair and at least two (2) other members who are directors of the association. The committee shall prepare an annual financial report for the AZCNA within thirty (30) days of the end of the fiscal year, and an annual budget for the AZCNA at least thirty (30) days prior to the next fiscal year.
Section 4: Nominating Committee: A Nominating Committee shall be formed as described in Article V, Section 1, etc.
Section 5: Resolution/Position Paper Review Committee: A committee will be appointed to establish policy for creation and approval of position papers and resolutions. Such Resolutions and Position Papers shall be reviewed and approved by a majority of the board, prior to its submission to the membership for ratification. A simple majority of members voting shall be sufficient for the adoption of a position paper or resolution.
Section 6: Ad Hoc Committees: The president shall appoint ad hoc committees as she/he deems appropriate.
Article VIII – Chapters
Section 1: Local Chapters of the AZCNA may be established according to the guidelines approved by the board of directors.
Section 2: All local chapter members shall also be members of the AZCNA.
Section 3: All local chapters shall comply with all rules, regulations, policies and procedures required by AZCNA.
Article IX – Contracts
The board of directors may authorize any officers of the association, to enter into any contract or to execute and deliver any instrument in the name of the Association.
Article X – Books and Records
The association shall keep accurate and complete books and records of its proceedings and accounts.
Article XI – Amendment of the Bylaws
Section 1: Proposed Amendments: Proposed amendments to the Bylaws or Articles of Incorporation shall take place via a ballot, to all active members, sent electronically to the last known email address of each member not less than thirty (30) days before the date of the annual meeting. Such amendment(s) shall be approved by a majority of the members voting.
Section 2: Member Notification: Notification of adopted amendments will be furnished to all AZCNA members via the official AZCNA website.
Article XII – Dissolution
Upon dissolution of the corporation, all of the AZCNA’s assets shall be paid over or transferred to one or more exempt organizations of the kind described in Section 501(c) of the Internal Revenue Code of 1954, as amended from time to time.
Article XIII – No Discrimination
The association shall not discriminate against anyone on the basis of race, color, creed, age, national origin, gender, sexual orientation, religion or handicap.
Article XIV – Conflict of Interest
Section 1: A conflict of interest is deemed to exist when an agent, officer or director of the corporation has a direct or indirect interest in any contract relating to operations of the corporation. The fact and nature of such interest shall be fully disclosed in writing to the president prior to the meeting in which action may be taken on the matter. Such interest shall again be disclosed to the director present during the meeting and the interested director may not participate in the authorization of the matter in question. The interested director cannot be counted for the purpose of establishing a quorum. Should an issue arise during a meeting, the agent, officer or director in question will immediately and publicly identify the conflict of interest or apparent conflict of interest to the body and refrain from any participation in any discussion of or voting on that issue.
Section 2: No part of the income, earnings or other assets of the corporation shall inure to the benefit of any officer or director of the corporation either during the life of the corporation or upon the dissolution thereof.
Article XV Legal Representation
The Board of Directors may employ legal representation as may be necessary to protect or advance its interests or the interests of the policy it supports.
Article XVI Affiliation
The AZCNA may affiliate with the American Cannabis Nurses Association (ACNA) under such terms and conditions as the AZCNA and ACNA may determine.
The foregoing By-Laws are hereby ratified and approved on March 1, 2013.
By:___________________________
Heather Manus, RN
President