About ANSPAN

CONSTITUTION AND BYLAWS

ASSOCIATION OF NOVA SCOTIA PERIANESTHESIA NURSES

ARTICLE 1 - GENERAL

1.1 NAME

The name of the Association is The Association of Nova Scotia PeriAnesthesia Nurses (ANSPAN)

1.2 DEFINITION

PeriAnesthesia Nursing: PeriAnesthesia Nursing paradigm uses the knowledge, philosophy, theory, research methodology, and literature from nursing and other disciplines. Through collaboration with other health care professionals, the PeriAnesthesia Nursing paradigm focuses on PeriAnesthesia clients of all ages who receive surgery/procedure, sedation/analgesia and anesthetic agents/techniques within the PeriAnesthesia environment on the continuum between wellness and illness.

1.3 BOARD OF DIRECTORS

The Board of Directors of ANSPAN shall consist of:

• President
• President Elect
• Secretary
• Treasurer
• Education Coordinator
• Past President

1.4 FINANCIAL YEAR

The fiscal year of the Association shall be from April 1 to March 31 of each year, unless otherwise ordered by the Board of Directors

ARTICLE 2 – OBJECTIVES

2.1 THE OBJECTIVES FOR WHICH THE ASSOCIATION IS ESTABLISHED ARE:

• To promote excellence in perianesthesia nursing practice.
• To provide an opportunity for perianesthesia nurses to meet and exchange ideas of common professional interest.
• To provide educational sessions for professional development for perianesthesia nurses

ARTICLE 3 – MEMBERSHIP

3.1 DEFINITION:

A member currently in good standing within their provincial association, ANSPAN and NAPAN ©

3.2 THE FOLLOWING CLASSES OF MEMBERSHIP ARE ESTABLISHED:

3.2.1 ACTIVE:

Registered Nurse who is currently registered with CRNNS (College of Registered Nurses of Nova Scotia) and who is working in an environment where perianesthesia nursing is practiced or has a vested interest in the perianesthesia care of clients. Active membership status includes entitlement to hold office and to vote on association issues.

3.2.2 ASSOCIATE:

Health care practitioner who is working in an environment where perianesthetic nursing is practiced or has a vested interest in the perianesthetic care of clients. Associate membership holds a reduced annual membership and does not include entitlement to hold office or to vote on association issues.

3.2.3 AFFILIATE:

These members will be working in an environment where perianesthesia nursing is practiced or have a vested interest the perianesthesia care of clients. Affiliate membership holds a reduced annual membership and does not include entitlement to hold office or to vote on association issues.

3.2.4 STUDENT:

Student members who attend meetings are not entitled to hold office or to vote on Association issues.

3.2.5 HONORARY MEMBERSHIP

shall include organizations that support ANSPAN. Memberships shall be Gold – contributions - $2000 +, Silver - $1000 – $1999, Bronze - $500 - $999.

3.3 CONDITION OF MEMBERSHIP

Membership in the Association shall be limited to persons interested in furthering the objectives of the Association and shall consist of anyone whose application for admission as a member has received the approval of the Board of Directors.

Membership in the Association and the privileges, which accrue with such membership, shall be extended only to those members who have paid the annual membership dues as determined by the Board of Directors.

Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual or special meeting.

3.4 ADMISSION OF NEW MEMBERS

3.4.1 Individuals applying for Active Membership must submit to the Association:

• an application in the form prescribed by the Board of Directors.
• annual membership dues as prescribed by the Board of Directors.
• evidence of the applicant’s current registration and status with their nurses’ licensing body in the province.
• evidence of the applicant’s current involvement or interest in perianesthesia nursing as described in Section 3.2 of this Article.

3.4.2 Individuals applying for Student Membership must submit to the Association:

• an application in the form prescribed by the Board of Directors
• annual membership dues as prescribed by the Board of Directors
• evidence of the applicant’s current student status
• evidence of the applicant’s current involvement in or interest in perianesthesia nursing as described in Section 3.2

The Board of Directors reserves the exclusive right to accept or reject any application for membership in any class. The submitted membership fee shall be returned to unsuccessful applicants.

3.5 REMOVAL OF MEMBERS

Any member whose dues are unpaid for the current year shall have membership privileges removed until such dues are paid.

3.6 RESIGNATION OF MEMBERS

Any member may resign by submitting a resignation in writing to the Secretary at any time. There will be no rebate of dues.

3.7 REINSTATEMENT OF MEMBERS

Any member who has resigned may apply to the Board of Directors in writing to have membership reinstated. The Board of Directors may or may not reinstate the membership on such terms and conditions as it may decide. Reinstatement prior to the end of the current fiscal year will result in no additional submission of dues

ARTICLE 4 – ANNUAL DUES

4.1 MEMBERSHIP DUES

Membership dues for each class of members as listed in Article 3 shall be reviewed and approved annually at an ANSPAN meeting. Any changes will become effective in the next fiscal year.

4.2 ELIGIBILITY

All classes of members, except Honorary Members, shall pay such annual dues as prescribed by the Board of Directors.

4.3 PAYMENT OF DUES

All annual dues shall be payable to ANSPAN as per Section 1.5 by the first day of April in each year for the year then commencing.

4.4 ACCEPTANCE OF MEMBERS

No membership of any class shall be effective until the annual dues payable for such membership are paid.

ARTICLE 5 – MEETING OF MEMBERS

5.1 ANNUAL MEETING OF MEMBERS

Meetings will be held minimally four times a year for the transaction of business of ANSPAN. Any matters, which are properly the concern of ANSPAN, may be considered at this meeting. At every meeting, in addition to any other business that may be transacted, the report of the President, and the Treasurer’s report shall be presented. The Board of Directors, the President or President Elect shall have the power to call at any time, a general meeting of the members of the Association.

5.2 SPECIAL MEETINGS

A special meeting of ANPSAN may be held at such time and place as determined by the Board of Directors. The number of voting members required to requisition a special meeting should be required to be no less then five percent (5%) of the voting members. Any request of such a meeting shall set out the reason for it and the business to be transacted. Any meeting to be convened in this manner shall be held within thirty day of the receipt of such a request, and be held at such a place and time as stipulated by the Board of Directors. No business shall be transacted at a special meeting except such business as has been specified in the written request.

5.3 NOTICE OF MEETINGS

Written notice shall be given to each member of any special meeting of the Association. For special meetings, the Board of Directors shall send such notice to each member by letter or electronic means within forty-eight (48) hours of receipt of the written request.

5.4 NOTICE OF ERROR OR OMISSION

No error or omission in giving notice of any meeting or any adjourned meeting of the members of the Association shall invalidate such meeting or make void any proceedings taken there. Any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

For purpose of sending notice to any member, the director or officer for any meeting or otherwise, the address shall be his/her last address recorded on the books of the Association.

5.5 VOTING OF MEMBERS

Each voting member present at a General or Special Meeting shall have the right to exercise one vote. The chair may only cast a vote at a General Assembly in order to break a tie. Every question submitted to any meeting of members may be decided either by a show of hands or by poll, at the request of any active member present.

5.6 Participation by Electronic Means at Members' Meetings

If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

5.7 QUORUM OF MEMBERS

Fifty-one 51% of the active members present shall form a quorum for the transaction of business.

ARTICLE 6 – BOARD OF DIRECTORS

6.1 DEFINITION OF THE TERM “BOARD OF DIRECTORS”

The Board of Directors shall manage the affairs of ANSPAN. Each member of the Board of Directors has the right to exercise one vote. The number of Directors shall be determined by a majority of the Directors at a Board meeting and sanctioned by an affirmative vote of at least two-thirds (2/3) of the voting members at a meeting called for the purpose of determining the number of Directors to be elected to the Board of Directors.

The Board of Directors shall be composed of:

6.1.1 OFFICERS OF THE ASSOCIATION:

• President
• Immediate Past President
• President-Elect
• Secretary
• Treasurer
• Education Coordinator

6.2 ELIGIBILTY TO HOLD OFFICE AS A DIRECTOR OF THE BOARD

All Directors of the Board of the Association must hold active membership in ANSPAN and hold active membership at the time of nomination and election, and maintain such active membership for the duration of his/her term of office.

6.3 ELECTION AND TERM OF OFFICE

Election of Directors of the Board shall be by vote of active members in attendance at a meeting of members. Each Director shall be elected to a specified position on the Board to hold office for a two-year term or until his/her successor is elected. Of the remaining Directors, one half shall be retired at a general meeting but shall be eligible for re-election if otherwise qualified.

A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his/her retirement is accepted and a successor is elected.

6.4 VACANCIES

Vacancies among the Board of Directors, exclusive of the President, or Immediate Past President, however caused, may, so long as a quorum of Directors remain in office, be filled by the Directors who by majority vote, may, by appointment, fill the vacancy from among the qualified members of the Association. Otherwise such vacancy shall be filled at the next general meeting of the members at which the Directors for the ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy.

If the President vacates her/his office during her/his term, that office will be filled by the President Elect who will remain in that office until the next annual general meeting with election of officers.

A vacancy in the position of immediate Past President will not be filled.

6.5 RESIGNATION OR DEATH

If a Director should resign his/her office by delivering a written resignation to the Secretary of the Association, die, or otherwise cease to act, the Board may appoint a replacement for the remainder of the term of the office.

6.6 REMOVAL OF OFFICERS AND DIRECTORS OF THE BOARD

Any Director of the Board may be removed from office by a three-quarter (3/4) vote at a meeting of ANSPAN.

Any Director of the Association shall cease to hold office if and when a motion requesting removal of that person from office is approved by a two-thirds (2/3) majority of votes at a special meeting of the General Assembly at which the person has been invited to speak.

A member or chair of a committee shall cease to hold office if and when a motion requesting removal of that person from office is approved by a two-thirds (2/3) majority of votes cast at a meeting of the Board of Directors at which the person concerned has been invited to make a statement.

6.7 REMUNERATION OF DIRECTORS

The Directors shall serve as such without remuneration, and no Director shall directly or indirectly receive any profit from his/her position as such, provided that a Director may be paid reasonable expenses incurred in performance of her/his duties.

6.8 CONFLICT OF INTEREST

A Board member must declare a conflict of interest related to any item of business that comes before a meeting. A conflict is present when an individual has an outside interest that can be reasonably be expected to influence how the individual might conduct ANSPAN business. A conflict of interest exists whether or not the individual is actually influenced by the competing interest.

Board and Committee members must refrain from placing themselves in any position in which there is a conflict of interest – actual, potential or perceived – between their ANSPAN responsibilities and their personal interests or their responsibilities to themselves or others.

6.9 POWERS

The Directors of the Association may administer the affairs of the Association in all things and make or cause to be made for the Association in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Association is, by its charter or otherwise, authorized to exercise and do.

Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase lease or otherwise acquire, alienate (means transfer), borrow, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, moveable or immovable, real or personal, or any right or interest therein owned by the Association for such consideration and upon such terms and conditions as they may deem advisable.

The Board of Directors shall take such steps as they may deem requisite to enable the Association to acquire, accept, solicit, or receive legacies, gifts, grants, settlements, bequest endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the Association.

6.10 VOTING, BOARD OF DIRECTORS

The President shall chair all meetings of the Board of Directors of the Association. In the absence of the President, the President-Elect or any other Director may perform his/her duties as the Board may from time to time appoint for that purpose.

Questions arising at any meeting of the Directors shall be decided by the majority of votes. Each voting member present at the meeting shall have the right to exercise one vote. The Chair may only cast a vote at a meeting of the Board of Directors in order to break a tied vote.

All votes at such meeting shall be taken by ballot if so demanded by any Director present, but if no demand were made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of fact. The number or proportion of the votes recorded in favour of or against such resolution need not be recorded.

6.11 QUORUM AND MEETINGS, BOARD OF DIRECTORS

At least fifty one percent (51%) of the Board of Directors shall be present for all meetings.

6.12 MEETING OF THE BOARD

There shall be a minimum of one (1) meeting per year of the Board of Directors and any additional meetings will be called at the discretion of the Chair.

Where all Directors consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board or of a committee of the Board by means of such conference telephone or other communication facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such meeting by such means is deemed to be present at the meeting.

6.13 NOTICE OF MEETING OF THE BOARD

Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that 48 hours notice of such meeting shall be given to each Director.

6.14 ACTION WITHOUT A MEETING

Unless otherwise restricted by law or by the articles of the Association or bylaws, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all of the Directors consent in writing to such action. The written consents to such action shall be filed with the minutes of the proceedings of the Board of Directors.

6.15 MINUTES OF THE BOARD OF DIRECTORS

The minutes of the Board of Directors who are named in Article 6.1 shall be available within sixty (60) days of the date of each meeting.

6.16 INDEMNIFICATION OF THE BOARD OF DIRECTORS OF THE ASSOCIATION

The Association shall indemnify and save the Board of Directors and make any Director and/or Directors harmless from and against all liabilities, claims, actions, causes or action, damages, losses and legal costs of every nature and kind whatsoever which the Board of Directors and any Director and/or Directors may suffer or incur as a result of actions taken by them/him/her within the scope of their/his/her authority as the Board of Directors or member thereof of the Association.

6.17 EXECUTION OF DOCUMENTS

Deeds, transfers, licenses, contract and engagements on behalf of the Association shall be signed by either the President or his/her designate and by the Secretary and the Secretary shall affix the seal of the Association to such instruments as require the same.

Contracts in the ordinary course of the Association's operations may be entered into on behalf of the Association by any two (2) Officers of the Association or by one (1) Officer and one authorized designated agent.

The President and two other Officers of the Association may, upon collaboration, transfer any and all shares, bonds or other securities from time to time standing in the name of the Association in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Association transfers of shares, bonds or other securities from time to time transferred to the Association, and may affix the Association Seal and deliver under the Association Seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or Association.

Notwithstanding any provisions to the contrary contained in the by-laws of the Association, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instruments, contract or obligations of the Association may or shall be executed.

6.18 BOOKS AND RECORDS

The Directors shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute or law is regularly and properly kept.

6.19 ADJOURNMENTS

Any meeting of the Association or of the Directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.

6.20 CHEQUES

All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by such Officers, or Officer and authorized designated agent of the Association and in such a manner as shall from time to time be determined by resolution of the Board of Directors, and may endorse notes and drafts for collection on account of the Association through its bankers, and endorse notes and cheques for deposit with the Association bankers for the credit of the Association, or the same may be endorsed "for collection" or "for deposit" with the bankers of the Association by using the Association's rubber stamp for the purpose.

Any one of such Officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Association and the Association's bankers and may receive all paid cheques and vouchers and sign all the bank forms or settlement of balances and releases or verification slips.

6.21 DEPOSIT FOR SECURITIES FOR SAFEKEEPING

The securities of the Association shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Association signed by at least two (2) Directors of the Association, and in such a manner, as shall from time to time be determined by resolution. The Directors of the Association shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

6.22 APPOINTMENT OF AUDITORS

An auditor shall be appointed by the members once a year to audit the books for report to members at a general meeting of the Association. The Board of Directors shall fix remuneration of the auditor. The scope of such an audit will be defined by the Board of Directors and may be a full audit, financial review or independent review. The auditors shall make an annual audit and report to the members of the Association on the accounts and balance sheet of the Association.

It is specially provided that in the event of dissolution or wind up of the Association, all remaining assets after payment of its liabilities shall be distributed to one or more organizations in Canada carrying on activities with similar objectives.

ARTICLE 7 – DUTIES FOR OFFICERS OF THE ASSOCIATION

7.1 MEMBERSHIP

The Officers of the Association comprise of the Executive Committee and shall consist of the following members; President, President-Elect, Secretary, Treasurer, Education Coordinator and Immediate Past President.

7.2 DUTIES

It is expected that the Officers of the Association will attend all meetings of the Association.

7.2.1 PRESIDENT

As the Chief Officer of the Association, the President shall:

• contribute to the vision and direction of the Association
• be accountable to the membership for furthering goals of the Association
• assume the role of Chair of the Executive Committee
• be responsible to the Board of Directors
• act as a mentor for the President-Elect
• when present preside at all meetings of the members of the Association and of the Board of Directors
• be charged with the general and supervision of the affairs and operations of the Association
• the President, or his/her delegate and one Officer of the Association, shall sign all by-laws, cheques and all other documents related to the business of the Association as required
• represent the opinions and views of the Association to the public or media as required
• assist in preparing an annual operating budget to be presented to the Board of Directors
• assist the Board of Directors in establishing and maintaining an ongoing strategic plan with defined goals and objectives and operational strategies
• act as a liaison between the Association and NAPAN© as required
• schedule all regular meetings of the Association
• attend Board of Directors, and Annual General Meetings of NAPAN©
• assume other duties as requested by the Board of Directors
• follow NAPAN© Conflict of Interest guidelines
• assume the role of Immediate Past President upon completion of his/her term as President

7.2.2 PRESIDENT-ELECT

The President-Elect shall:

• assist the President in the discharge of his/her duties
• assume such responsibilities as shall be required by the Officers of the Association
• be prepared to assume the office of President in the event of that member's absence, resignation, inability or refusal to act, or due removal from Office
• assume the position of President upon completion of the President-Elect two (2) year term

7.2.3 SECRETARY

The Secretary shall:

• attend all meetings of the Officers of the Association and/or Board of Directors and record all facts and minutes of all proceedings in the books for that purpose
• give all notices required to be given to members and to Officers
• have experience in taking and producing minutes, have computer skill/literacy and access to e-mail
• keep or cause to be kept a list of all members of the Association and call the role when required
• be the custodian of the Seal of the Association and of all books, papers, records, correspondence, contracts and other documents belonging to the Association which he/she shall deliver up only when authorized by a resolution of the Board of Directors of the Association to do so and to such person or persons as may be named in the resolution
• be one of the signing officers of the Association
• perform other duties as may from time to time be determined by the Board of Directors

7.2.4 TREASURER

The Treasurer shall:

• have experience with bookkeeping or accounting, have computer skills/literacy and have access to email
• keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account
• deposit all monies or other valuable effects in name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board of Directors
• disperse the funds of the Association under the direction of the Board of Directors, taking proper vouchers thereof
• render to the Board of Directors at the regular meetings thereof or whenever required of him/her an account of all his/her transactions as Treasurer, and of the financial position of the Association
• prepare and present an annual operating budget to the Board of Directors
• be one of the signing officers of the Association
• perform such other duties as may from time to time be determined by the Board of Directors
• propose the name of an auditor to members at the annual general meeting

7.2.5 EDUCATION COORDINATOR

The Education Coordinator shall:

• arrange education sessions/speakers for each general meeting
• within one month of a general meeting, give the name of the speaker and any pertinent details so the appropriate notice can be sent to the members of the Association
• perform such other duties as may from time to time be determined by the Board of Directors
• prepare and present an annual report of education activities to the members of the Association

7.2.6 IMMEDIATE PAST PRESIDENT

The Immediate Past President shall:

• assume the responsibility of the Chair of the Nominating Committee for a two-year term
• provide mentorship for the President and other members of the Board of Directors
• perform such other duties as may from time to time be determined by the Board of Directors

ARTICLE 8 – AMENDMENTS

The Board of Directors shall have the provisional authority to amend or repeal the provisions of the by-law by resolution at a meeting of the Board of Directors provided that such resolution is supported by a two thirds (2/3) majority of the members of the Board of Directors present at the meeting.

Where the by-law is amended or repealed by resolution of the Board of Directors such amendment or repeal shall be in effect until the matter is placed before a regular meeting of the members of the Association for approval by the members.

All revisions to the by-laws shall be made available to the active members of the Association. Such resolution effecting changes to the by-law shall require the consent of two-thirds (2/3) of the active membership present and voting at the annual general meeting subsequent to the changes being proposed.

Where amendments or repeal were effected by resolution of the Board of Directors and subsequently rejected by the membership, the provisions in force prior to the resolution of the Board of Directors shall be liable for any related action or actions taken during the period of amendment or repeal effected by due resolution of the Board of Directors.

ARTICLE 9 – COMMITTEES

The Board of Directors may appoint committees whose members will hold office at the will of the Board of Directors. The Directors shall determine the duties of such committees. A committee cannot oblige the Association or make any expense in its name without the approval of the Board of Directors.

ARTICLE 10 – RULES AND REGULATIONS

The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association, as they deem expedient.

ARTICLE 11 – INTERPRETATION

In these by-laws and in all other by-laws of the Association hereafter passed unless the context otherwise requires, word imported the singular number of the feminine gender shall include the plural number or the masculine gender as the case may be, and vice versa, and the reference to persons shall include firms and Associations.

Adapted from NAPAN© Constitution and By-laws November 28, 2008
Updated May 2012
Updated April 2018