ARTICLE I: NAME
The name of this Association shall be the American Association of Colleges of Nursing (AACN)
ARTICLE II: PURPOSES, FUNCTIONS
The American Association of Colleges of Nursing (AACN) exists to serve the nation by:
a. Providing assistance to deans/directors and other members of the nursing community through education, research, governmental and public advocacy, and data collection;
b. Establishing standards for baccalaureate and graduate nursing education and influencing deans/directors, institutions, organizations, and agencies to accept and adopt those standards;
c. Influencing the nursing profession to improve health care;
d. Promoting public awareness and support of baccalaureate and graduate nursing education, research, and practice.
ARTICLE III: MEMBERSHIP
Membership categories for the Association are:
b. Provisional Institutional
e. Honorary Associate
Section 1. Institutional Membership
Institutional membership is open to any institution that has a baccalaureate or higher degree program in nursing that meets the following criteria:
a. Legal authorization to grant the credential to which the program leads;
b. Institutional accreditation by an accrediting agency recognized by the U.S. Secretary of Education;
c. Approval by the appropriate state agency or agencies that have legal authority for educational programs in nursing.
Section 2. Provisional Institutional Membership
Provisional institutional membership may be held for a total of three (3) years and is open to any institution that is in the process of developing a baccalaureate or higher degree program in nursing that meets the following criteria:
a. Legal authorization to grant the credential to which the program leads;
b. Institutional accreditation by an accrediting agency recognized by the U.S. Secretary of Education.
Section 3. Emeritus, Honorary, and Honorary Associate Membership
a. Emeritus membership may be conferred at the discretion of the Board of Directors on those institutional representatives who have retired from the deanship and upon whom the honorary title emerita/emeritus has been conferred by their respective institution.
b. Honorary membership may be extended at the discretion of the Board of Directors to individuals who have resigned the deanship. The individual must have made significant contributions to the Association and continue to be involved in activities that impact nursing and health care.
c. Honorary associate membership may be extended at the discretion of the Board of Directors to any individual who has made outstanding contributions to the goals of the Association.
d. Emeritus, honorary, and honorary associate membership is conferred for the lifetime of the recipient.
Section 4. Rights and Responsibilities of Members
a. The Institutional Member Representative:
1. Is the chief nurse administrator of the eligible academic unit;
2. May hold an elected position of the Association;
3. May be appointed as chairperson or to serve on committees, task forces and other working groups;
4. Is entitled to vote.
b. The Provisional Institutional Member Representative:
1. Is the chief nurse administrator of the eligible academic unit;
2. May serve as a member of a committee or task force;
3. Is entitled to attend all meetings of the Association as a non-voting member;
4. Is not eligible to hold an elected position or serve as the chairperson of a committee or task force.
c. Emeritus, Honorary, and Honorary Associate Members:
1. May be requested by the Chair to serve as members of committees or as chairperson or members of task forces and other working groups as appropriate to their past achievements, contributions, and expertise;
2. Are entitled to attend all meetings of the Association as non-voting members;
3. Are not eligible to hold elected positions.
Section 5. Termination of Membership
Members shall automatically be removed for nonpayment of dues after having been given 30 days written notice of nonpayment. Members also may be removed by a majority vote of the Board for cause.
ARTICLE IV: DUES
Section 1. Establishment of Dues
a. Dues shall be established at the Annual Meeting and shall become effective July 1 of the following fiscal year.
b. Institutional and Provisional Institutional members shall pay dues.
ARTICLE V: MEETINGS OF THE ASSOCIATION
Section 1. Meetings
a. The Association shall hold two meetings annually, one of which will be deemed the Annual Meeting, at times and places determined by the Board of Directors.
b. The representative chief nurse administrator of each institutional member school whose dues are paid is eligible to cast one vote.
Section 2. Quorum and Vote
Representatives of one-fourth of the institutional members shall constitute a quorum.
Section 3. Vote
The majority of votes cast shall decide any matter brought before such meeting unless otherwise specified in these bylaws.
Section 4. Notice of Meeting
Written notice of any meeting of the Association stating the place, date, and hour of the meeting shall be given to each member entitled to attend the meeting not less than 30 days before the date of the meeting.
Section 5. Special Meetings
a. Special meetings of the Association may be called by the Chair, by the Secretary at the request of two or more members of the Board of Directors, or by Association voting members holding at least twenty percent (20%) of the votes entitled to be cast. Any request for a special meeting shall be made in writing and shall state the purpose of the proposed meeting. Only business within the purposes described in the meeting notice may be conducted at a special meeting.
b. Notice of Special Meetings – Written notice of a special meeting shall follow the same procedures as a regular meeting.
ARTICLE VI: BOARD OF DIRECTORS
Section 1. Powers
All powers of the Association are vested in and shall be exercised by the Board of Directors during intervals between meetings of the Association unless otherwise prescribed in these bylaws.
Section 2. Membership
The Board of Directors shall consist of:
a. The elected officers;
b. Seven members-at-large who shall be elected by the voting membership and who shall serve a two-year term, and who may serve no more than two consecutive terms.
Section 3. General
a. The Board shall meet at least twice annually and with such additional frequency as the business of the Board shall require.
b. Notice - Written notice of any Board meeting will be provided by the Chair or Secretary stating the date, place, and hour, not less than 30 days prior to the start date of the meeting.
c. Quorum - The majority of members shall constitute a quorum for the Board of Directors providing two elected Officers are among those present and participating. If a quorum cannot be reached, the Board shall recess the meeting until such a time that a quorum can be reached.
1. Unless otherwise specified in these bylaws, action of the Board of Directors shall be by majority vote of those members present and voting at a meeting at which a quorum has been established.
2. Members of the Board of Directors may vote and participate by any means of communication by which all directors may simultaneously hear each other during the meeting. Those participating by electronic means shall be deemed present at the meeting for quorum purposes.
3. Proxy voting is not allowed for the Board of Directors.
4. Unanimous Written Consent in Lieu of a Meeting – The Board may take action without a meeting if written consent to the action is signed by all of the directors. Consents may be signed electronically or otherwise and may be transmitted by electronic means.
e. Minutes - The Secretary shall make or cause to be made true and complete minutes of all Board meetings and other Board actions.
f. Special Meetings - Special meetings may be called by the Chair or by the Secretary at the request of two or more members of the Board of Directors. Any requests for a special meeting shall be made in writing and shall state the purpose of the proposed meeting. Notice of the meeting must be given at least two days prior to the meeting.
g. Removal from Office - Directors who fail to follow AACN’s Policy on Attendance and Diligence of Board of Directors may be removed from office following the process outlined in that policy. The Board may also remove any director under any grounds provided for under District of Columbia law.
Section 4. Executive Committee
During intervals between meetings of the Board of Directors, the Executive Committee, comprised of the Board Officers, may represent the Board of Directors only in matters specifically designated. Minutes of the Executive Committee will be reported at the next Board meeting and decisions will be ratified by the Board.
Section 5. Vacancies
a. If a vacancy occurs among the elected Officers of the Association, the Board shall fill the vacancy until a special election is held to fill the unexpired term. The vacancy will be filled from existing members of the Board.
b. If a vacancy occurs in the office of Chair, it shall be filled by the Chair-elect for the remaining term, and then that person shall ascend to become Chair for a succeeding term as well.
c. If a vacancy occurs in both the offices of the Chair and Chair-elect, the Secretary shall serve as the Chair until both vacancies are filled by Board appointees.
d. If a vacancy occurs among the elected members-at-large within six months before the member’s term of office ends, the executive committee will determine whether the vacancy will be filled and if so, how to fill the vacancy.
e. A special election will be held by electronic ballot to fill any vacant member-at-large position if more than six months remains in the term.
ARTICLE VII: OFFICERS
Section 1. Officers
The Officers of the Association shall be the Chair, Chair-elect, Treasurer, and Secretary.
Section 2. Term of Office
a. The Officers shall be elected by the voting membership by electronic ballot to serve a term of two years or until their successors are elected.
b. The Secretary and Treasurer may not serve more than two consecutive terms in the same office. The Chair and Chair-elect may not serve more than one full, elected term in office. No one shall hold more than one office at a time.
c. The term of office shall begin at the close of the Annual Meeting at which Officers are declared elected.
Section 3. Duties of Office
a. Officers of this Association shall perform the duties usually performed by such Officers, together with such duties as shall be prescribed by the Association membership, by the Board of Directors, and by Robert's Rules of Order, Newly Revised when not in conflict with the bylaws of this Association.
b. The Chair of the Association shall:
1. Preside at all meetings of the Association and the Board of Directors;
2. Support the work of the Board and ensure its effectiveness;
3. Appoint members and chairpersons to committees, task forces, and working groups except the Nominating Committee;
4. Delegate management and administrative functions to the President and Chief Executive Officer;
5. Serve as a signatory officer for the Association;
6. Serve as an official spokesperson for the Association.
c. The Chair-elect of the Association shall:
1. Preside at meetings of the Board of Directors and membership in the absence of, or when requested by, the Chair;
2. Perform the duties of the Chair in the event of the Chair's temporary inability to serve;
3. Perform other duties as the Chair or Board of Directors may direct.
d. The Treasurer of the Association shall:
1. Make regular financial reports to the membership of the Association and to the Board of Directors;
2. Serve as chairperson of the Finance Committee and report its recommendations to the Board of Directors;
3. Oversee the proper custody and management of the Association funds and securities with general concurrence of the Board of Directors.
e. The Secretary of the Association shall:
1. Ensure that meetings’ proceedings are duly documented and confirm their accuracy;
2. Ensure that proper notice is given for meetings in according to these bylaws provisions.
ARTICLE VIII: ELECTIONS
Section 1. Elected Positions
Elected positions in the Association shall be Chair, Chair-elect, Secretary, Treasurer, seven Board members-at-large, and four members of the Nominating Committee. All elected individuals must be from institutions whose annual dues are paid.
Section 2. Method of Election
a. Elections shall take place by electronic ballot prior to each Annual Meeting. Voting by electronic ballot shall use the following procedures:
1. The ballot shall set forth each proposed action and shall provide an opportunity to vote either for or against each proposed action.
2. The number of ballots received by AACN must equal or exceed the quorum that would have been required had there been a live meeting.
3. Unless otherwise indicated in these bylaws, a majority of the affirmative votes cast by ballot shall constitute the action of the members with respect to each matter on the ballot.
4. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirement, state the percentage of approvals necessary to approve each matter, and specify the time by which a ballot must be received in order to be counted.
b. Ballots setting forth the slate of candidates shall be sent to members via electronic mail or otherwise at least 45 days prior to the opening date of the Annual Meeting.
c. Unless otherwise called for in the bylaws, the slate of candidates for election will be as follows:
1. In even-numbered years, the Chair-elect, Secretary, three Board members-at-large, and two Nominating Committee members will be elected for a 2-year term.
2. In odd-numbered years, the Treasurer, four Board members-at-large and two Nominating Committee members will be elected for a 2-year term.
d. The Chair-elect shall assume the office of Chair in even-numbered years.
Section 3. Report
Results shall be reported at the Annual Meeting.
ARTICLE IX: NOMINATING COMMITTEE
Section 1. Nominating Committee Membership
The Nominating Committee shall consist of five members including four elected members and the immediate past-Chair. Elections will be via an electronic ballot at the same time and under the same guidelines as other elected positions.
Section 2. Duties of the Nominating Committee
It shall be the duty of the Nominating Committee to:
a. Prepare a slate of candidates for the offices and positions on the Board to be filled as described in Article VIII, 2c;
b. Determine members' interest in serving on the Board of Directors or on the Nominating Committee;
c. Accept nominations from the membership by any means deemed appropriate prior to developing the ballot and reduce those nominations in the committee’s discretion to a manageable slate;
d. Obtain the consent of each candidate to serve;
e. Report at the business session.
Nominating Committee members cannot nominate themselves for Board positions.
Section 3. Vacancies
If a vacancy on the Nominating Committee occurs, that vacancy shall be filled from the unelected members on the ballot for the Nominating Committee on the basis of the highest number of votes.
ARTICLE X: COMMITTEES
The Association will be organized by the Board of Directors through committees, task forces, affiliated bodies, and other working groups to fulfill the mission of the association.
ARTICLE XI: PRESIDENT AND CHIEF EXECUTIVE OFFICER
A President and Chief Executive Officer shall be employed by and be responsible to the Board of Directors. The President and Chief Executive Officer shall manage the business and activities of the association including managing and directing all operations, programs, activities, and affairs of the Association.
ARTICLE XII: PUBLICATIONS
The Association shall have an official publication and an editor shall be appointed for a specified term by the Board of Directors.
ARTICLE XIII: PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the Association in all cases to which they are applicable, but only to the extent they are consistent with these bylaws and District of Columbia law.
ARTICLE XIV: AMENDMENT OF BYLAWS
These bylaws may be amended at any meeting by a 2/3 majority vote of those present and voting, provided one month previous notice has been given to the membership and the proposed amendments have been approved by the Board of Directors.
ARTICLE XV: INDEMNIFICATIONS
Subject to the indemnification provisions of District of Columbia law, the Association shall indemnify the President and Chief Executive Officer and each officer and Board member-at-large of the Association against expenses incurred in connection with the defense of any action brought against the President and Chief Executive Officer or officer or Board member-at-large as a result of their duties on behalf of the Association unless it is determined that the individuals involved did not act in good faith in the performance of their duties.