The National Association of
State School Nurse Consultants, Inc.

Section 1. Principal Office. The principal office for creating the corporation in Wisconsin shall be located at the address of the incorporator at Rio, Columbia County. The corporation shall maintain a principal office, either within or without the State of Wisconsin, as may be designated from time to time by resolution of the Board of Directors.

Section 2. Address of Registered Agent. The identity and address of the registered agent may be changed from time to time by resolution of the Board of Directors and filing of a statement with the Wisconsin Secretary of State pursuant to the provisions of the Wisconsin Statute.

Section 1. Classes of Members.

1. Active membership shall include professional registered nurses employed by a State Department of Education and/or State Department of Health, or other title as these agencies are known in individual states for nurses who assume the nursing responsibility for statewide consultation for school health services. Similar positions from other countries or U.S. Territories may also become active members if their application for membership is approved by the Board of Directors. Active membership status requires payment of annual dues.

2. Associate membership shall include members of the Association who have formerly held the position as state level school nurse consultant. Associate membership is available to prior active members of NASSNC. Associate members will be required to pay modified annual dues as determined by the Board of Directors. Associate members will not be eligible to vote or to be elected to office.

3. Retired membership status is available to retired prior active members of NASSNC. Retired members may be required to pay modified annual dues as determined by the Board of Directors. Retired members may attend membership meetings, but will not be eligible to vote or to be elected to office.

4. Honorary membership in the Association may be bestowed on nurses upon the recommendation of the Membership Committee, approval of the Board of Directors, and confirmation by the membership. Honorary members may attend membership meetings but cannot vote or hold office and will not pay annual dues.

5. Members specified in Section 1 of this article shall at all times be organized exclusively for educational purposes. In carrying out their purposes, members may not discriminate on the basis of race, sex, age, religious belief, or other legally prohibited category.

Section 3. Privileges of Membership.

1. Active members in good standing shall have one vote upon each matter submitted to a vote at any meeting of the corporation or by mail ballot.

2. Associate members may continue to serve as members of committees, attend meetings, receive membership mailings, and serve as official representatives of the Association when appointed by the Board of Directors.

3. Honorary and retired members may attend any meeting of the corporation but shall be non-voting members for all purposes.

1. There will be two meetings of members per calendar year for the transaction of business as may come before each meeting. One meeting shall be held in proximity to the end of the fiscal year, and in association with the annual ASHA meeting. The second meeting shall be held in association with the annual NASN meeting. The biannual meetings shall be held at such time and place as the Board of Directors may determine. At each biannual meeting of members, a report on the affairs of the corporation shall be presented by the president.

2. Parliamentary Practice. The rules contained in Robertıs Rules of Order shall govern NASSNC in all cases to which they are applicable and in which they are not inconsistent with the Bylaws or the Articles of Incorporation.

1. Special meetings of the members may be held at any time and place for any purpose or purposes on the recommendation of the Board of Directors or at the request of one-third of the membership.

2. Notice. Notice of any special meeting shall be given by written notice delivered to each member not less than thirty (30) days nor more than fifty (50) days before the date of the meeting, by mail, by or at the direction of the President. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid. The purpose of and the business to be transacted at any special meeting of the members shall be specified in the notice of such meeting.

Section 7. Conduct of Meetings. The President, and in his or her absence, the President Elect, and in their absence any person chosen by the members present shall call the meeting of the members to order and shall act as chair of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of the members.

Section 8. Informal Action by Members. Any action required by the Articles of Incorporation or Bylaws of the Corporation, or any provision of law, to be taken at a meeting, or any other action which may be taken at a meeting, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote.

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. The Board shall review for approval new applications for membership submitted by the Secretary.

Section 2. Number. The numbers of directors shall be five (5) and shall consist of the current officers.

Section 3. Election and Term. Election and term of directors shall be consistent with the election and term of officers under Article IV, Section 2.

Section 4. Resignation. A director may resign at any time by filing a written resignation with the Secretary of the corporation.

Section 5. Board of Directors. The Board of Directors may provide resolution for regular or stated meetings of the Board, to be held at a fixed time and place.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the president as deemed necessary to accomplish the business of the corporation.

Section 7. Notice of Board of Directors' Meetings. Notice of the date, time, and place of any meeting of the Board of Directors shall be given by written notice mailed to each director at least two weeks prior thereto. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the directors at his or her address as it appears on the records of the Corporation with postage thereon prepaid. The purpose of and the business to be transacted at any special meeting of the Board of Directors shall be specified in the notice of such meetings.

Section 8. Quorum. Three (3) of the number of directors fixed by Section 2 of this Article shall constitute a quorum for the transaction of business at any meeting of Board of Directors, but if less than such a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 9. Informal Action by Directors. Any action required by the Articles of Incorporation or Bylaws of the corporation to be taken at a meeting of the Board, or any other action which may be taken at such meeting, may be taken without a meeting if a unanimous consent in writing setting forth the action so taken shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force as unanimous vote.

Section 10. Compensation. Directors of the corporation shall not receive compensation for serving as Directors. Directors may receive reimbursement for reasonable expenses incurred in connection with corporate matters, as defined in the Association's reimbursement policy.

Section 11. Committees. The Board by resolution adopted by majority vote of the number of directors fixed by Section 2 of this Article may create committees having such powers as are then permitted by Chapter 181 of the Wisconsin Statutes and as are specified in the resolution. Whenever a committee is authorized to exercise powers of the Board of Directors when the Board is not in session, three directors must be appointed to the committee.

Section 12. Conflict of Interest.

1. Each director shall disclose to the Board of Directors any duality of interest or possible conflict of interest whenever the duality or conflict pertains to a matter being considered by the Board.

2. Any director having duality of interest or conflict of interest on any matter shall abstain from voting on the matter and shall not be counted in determining the quorum for the matter. In addition, he or she shall not use his or her personal influence on the matter, but only briefly state his or her position on the matter and may answer pertinent questions from other directors since his or her knowledge may be of great assistance.

3. The minutes of the meeting involving any such situation shall reflect that a disclosure was made, the abstention from voting, and the impact on quorum status.

4. If a director is uncertain as to whether he or she has a duality or conflict of interest which requires abstention, or if a director asserts that another director has such a duality or conflict, the Board, by majority vote of those present other than the director having the possible conflict, shall decide whether abstention is required. If so, the director will be deemed to have abstained.

Section 1. Number. The number of principal officers of the corporation shall be five (5) and include President, President Elect, a Secretary, a Treasurer and a Director-At-Large. Officers shall be members of the Board of Directors.

Section 2. Election and Term of Office. Officers of the corporation shall be elected by a mail ballot sent to the members prior to the end of fiscal year biannual meeting. Each elected officer will hold office from the close of that fiscal year biannual meeting for his/her respective term of office. Active membership status in the association is required of all officers. If the membership status of an officer changes during the elected term, the officer may continue to fulfill the duties of the office to the close of the next fiscal year biannual meeting. The President Elect shall be elected annually and shall perform the duties of Vice President for one (1) year. The President Elect shall then succeed to the office of President for one (1) year. A Secretary and a Treasurer shall be elected in even years for two (2) years. A Director-At-Large shall be elected in odd years for a two (2) year term. No officer shall be elected to an office for more than two (2) terms consecutively.

Section 3. Removal. Any officer or agent elected by the membership or appointed by the Board of Directors may be removed from office in the same manner as they were placed in office, whenever it is determined that the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

Section 4. Vacancies. A vacancy because of death, resignation, retirement, removal, disqualification or otherwise in any office except the office of President Elect may be appointed by the Board of Directors to fill the unexpired portion of the term. A vacancy of the office of President Elect must be filled by special election at the first convened meeting of the membership.

Section 5. Duties of Officers. Officers shall be elected by the membership.

1. President
   1. Serves as a member of the Board of Directors.
   2. Presides at all meetings of the Board of Directors and the membership.
   3. Appoints members as official representatives of the National Association of State School Nurse Consultants, Inc., upon approval of the Board of Directors.
   4. Delegates responsibilities to members as directed by the Board of Directors.
   5. Appoints the chairperson of the following standing committees; Articles of Incorporation and Bylaws, Membership, Nominating, Program, Studies and Issues, Finance and such other committees as created by the Board of Directors.
   6. Reports regularly to the Board of Directors regarding organizational matters and biannually to the general membership.

2. Secretary
   1. Serves as a member of the Board of Directors
   2. Maintains and disseminates current list of dues-paying members with home and office addresses and phone numbers.
   3. Maintains minutes of all official meetings of the Board of Directors and the membership.
   4. Maintains all official correspondence of the organization as directed by the president and/or the Board of Directors.
   5. Submits completed membership applications to the Board of Directors for approval.

3. Treasurer
   1. Serves as a member of the Board of Directors
   2. Collects dues and informs the secretary of dues payment status of the membership.
   3. Maintains detailed financial records stating all debits and credits, prepares financial report for biannual membership meetings and secures the biennial fiscal review.
   4. Pays all organizational financial commitments as directed by the President and/or Board of Directors.
   5. Serves as chairperson of the finance committee.

4. President Elect
   1. Serves as a member of the Board of Directors.
   2. Assists the President in carrying out duties to ensure smooth transition of official responsibilities of Presidency.
   3. In the absence or disability of the President, performs the duties of President.
   4. Serves as co-chairperson of the program committee.
   5. Performs such other duties as may be required or assigned by the President and/or the Board of Directors.

5. Director-At-Large
   1. Serves as a member of the Board of Directors.
   2. Serves as liaison between the Board of Directors and all committee chairpersons.
   3. Serves as NASSNC Board representative to the National Nursing Coalition for School Health.
   4. Serves as the chairperson of the nominating committee.
   5. Performs duties as assigned by the President and/or the Board of Directors.

Section 1. Standing Committees. Standing Committees shall include the following: Articles of Incorporation and Bylaws, Membership, Nominating, Program, Studies and Issues, Finance. Each committee shall have representation from departments of education and departments of health and consideration will be given to geographic regions.

Section 2. Duties of Committees.

1. Articles of Incorporation and Bylaws Committee.
   1. Maintains current information regarding the Articles of Incorporation and Bylaws of the corporation.
   2. Responds to request from the Board of Directors on clarification of the Articles and Bylaws.
   3. Recommend proposed changes in the Articles and Bylaws to the Board of Directors before May 1 annually.
   4. Notifies the membership of proposed changes in the Articles of Incorporation and Bylaws as specified by the Board of Directors no later than 30 days preceding the annual meeting.
   5. Disseminate and interpret the current Bylaws.
   6. Prepare a written annual report to the Board of Directors.

2. Membership Committee
   1. Prepare materials for membership recruitment.
   2. Seek out new state school nurse consultants as potential members.
   3. Receive names of potential members.
   4. Send out membership packets.
   5. Actively promote the establishment of position(s) for state school nurse consultant(s) in all states.
   6. Prepare written annual report for Board of Directors.

3. Nominating Committee.
   1. Prepare a slate of at least two nominees for each office from names solicited from the membership.
   2. Prepare and mail the ballot to the membership 30 days prior to the fiscal year biannual meeting.
   3. Announce the results of each year's election to the membership at the fiscal year biannual meeting.
   4. Chaired by the Director-At-Large.

4. Program Committee.
   1. Chaired by the President Elect.
   2. Plan the program and local arrangements for the biannual meetings and any other meetings at the request of the President and/or Board of Directors.
   3. Prepare a written annual report to the Board of Directors.

5. Studies and Issues Committee.
   1. Monitor and keep the membership informed of legislative actions which have relevance to the association mission.
   2. Identify salient issues that will form the basis for association actions.
   3. Annually make recommendations to the Board of Directors for updating or identification of new association goals and objectives.
   4. Prepare a written annual report to the Board of Directors.

6. Finance Committee.
   1. Prepare the Association annual budget and submit the proposed budget to the Board of Directors 30 days prior to the fiscal year biannual meeting.
   2. Seeks sources of monies to support the activities of the Association and submits funding proposals to the Board of Directors.
   3. Prepares written annual report for Board of Directors.
   4. Chaired by the Treasurer.

7. Awards Committee.
   1. Outstanding State School Nurse Consultant Achievement Award.
      1. Prepare and disseminate materials for selection of the annual award recipient.
      2. Review nominations and recommend award recipient using selection criteria.
      3. Notify the Executive Board of the recommendation.
      4. Notify selected person and other nominees.
      5. Collaborate with award sponsor regarding arrangements for presentation of the award.
   2. Acknowledge the service contributions of Executive Board members upon leaving office.
   3. Prepare a written annual report to the Board of Directors.

8. Internet Committee.
   1. Promote networking among NASSNC members through use of the list serve.
   2. Assist in the dissemination of research and technological advancements that would enhance the practice of school nursing and the delivery of school based services through use of the list serve and web site.
   3. Oversee the maintenance and updating of the list serve and web site.
   4. Prepare a written annual report to the Board of Directors.

Section 1. Fiscal Year. The fiscal year for this corporation shall be October 1 thru September 30.

Section 2. Dues.

1. The Board of Directors will annually determine the amount of dues for the classes of membership.
2. Members will receive notification of dues payable 30 days prior to the end of the fiscal year. Dues must be paid within 60 days of notification to maintain Association membership.

1. The financial records of the Corporation shall be subject to an independent fiscal review with the election of the new treasurer or appointment of an interim treasurer.
2. After review by the Board of Directors, the fiscal review shall be available for inspection by the membership.

Section 1. Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the corporation against liability asserted against or incurred by the individual in his or her capacity as an employee, agent, director, or officer, regardless of whether the corporation is required to indemnify or allow expenses to the individual against the same liability.

Section 2. Liberal Construction. In order for the Corporation to obtain and retain qualified directors and officers, the foregoing provisions shall be liberally administered in order to afford maximum idemnification of directors and officers and, accordingly, the indemnification above provided for shall be granted in all cases unless to do so would clearly contravene applicable law, controlling precedent or public policy.

The corporation has no corporate seal.

Section 1. Corporate Acts. Unless otherwise directed by resolution of the Board of Directors or by law, all checks, drafts, notes, bonds, bill of exchange, and orders for payment of money of the corporation, and all deeds, mortgages, conveyances, and other written contracts, agreements, and instruments or endorsements of stock certificates, registered bonds, or other securities owned by the corporation shall be signed by the President and by any one of the following officers who is a different person: President Elect, Secretary, Treasurer or Director at large. The Board of Directors may, however, authorize any one of such officers or one or more other officers or agents to sign any of such instruments for and on behalf of the corporation without necessity of counter signature.

Section 2. Loans. No funded indebtedness shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Deposits. All funds of the corporation, not otherwise employed, shall be deposited from time to time to the credit of the corporation in such banks, savings and loan associations, trust companies, or other depositories as the Board of Directors may select.

Section 1. By the Members. These bylaws will be reviewed every two years. These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the corporation at the end of the fiscal year biannual meeting in even numbered years, by a two-thirds vote of the number of members present provided those present constitute a quorum and provided that a statement of the nature of the proposed amendment was mailed to the membership 30 days prior to the fiscal year biannual meeting. When deemed necessary by majority vote of the Board of Directors, these bylaws may be reviewed and proposed changes submitted to the membership for vote per the notification and vote requirements of this section.

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Original bylaws adopted on the 15th day of October 1989, by the first Board of Directors of the National Association of the State School Nurse Consultants, Inc.