National Nurses United

Bylaws.2:Text to Black 5/29/09 9:59 AM Page 25 nel of employers who employ CNA-represented nurses, who have an inherent conflict of interest with the interests and duties of patient advocacy of staff nurses represented by CNA, as determined under applicable labor laws and/or the application, custom and practices under CNA collective bargaining agreements, shall not be eligible to be a candidate for, or elected to, or serve as a director. 2. Business of CNA that in the opinion of the Council of Presidents requires immediate actions of the total CNA Board may be conducted by mail, including electronic mail, or telephone between regular Board meetings. Any such action must be subject to ratification at the next regular meeting. Section 3. Powers and Duties Section 4. Vacancies A. Powers A vacancy in a directorship will be filled by a two-thirds (2/3) vote of the of Board of Directors of the region in which the vacancy exists, subject to confirmation, by a two-thirds (2/3) vote of the CNA Board of Directors. The CNA Board shall conduct the business of CNA, control its property, and exercise the corporate powers and fiduciary responsibilities of CNA in the interim between the House of DelegatesConvention meetings of CNA, as designated by the House of DelegatesConvention and in these bylaws and standing as required by law. Section 5. Duties of Directors B. Duties A. Directors shall function as members of the CNA Board, representing the total CNA membership carrying out the duties as described in Article VI, Section 4, of these bylaws. 1. General Duties The CNA Board shall: B. Directors shall be responsible for reporting to the regions of which they are a member in a manner determined by the region and reporting to the CNA Board issues and concerns of the region membership. ARTICLE VI BOARD OF DIRECTORS a. Establish and cause to be executed policies governing the affairs of CNA based on directives established by the House of DelegatesConvention and in CNA bylaws; b. Provide for employment standards for CNA staff in keeping with the objectives, programs, and resources of CNA; Section 1. Composition A. There shall be a CNA Board consisting of the titled officers and the Directors. c. Provide for and maintain a CNA administrative office as the center of CNA activities and establish other offices if deemed necessary to the progress and best interest of CNA; d. Provide for the integration of activities within the Association; B. The executive director and appropriate staff shall serve in an advisory capacity without vote. e. Be responsible for assisting the regions in implementing the responsibilities set forth in Article IX, Section 4.B.1 and 4.B.2; Section 2. Meetings f. Be responsible for authorizing the formation of special committees or other groups interested in implementing the objectives of CNA; A. Frequency 1. The CNA Board shall hold at least four (4) regular meetings annually at the call of the Council of Presidents. 2. Special meetings of the CNA Board may be called by the president clinical sessions; Council of Presidents or by a majority of the CNA Board upon receipt of written request in the administrative office. 3. Board meetings, unless otherwise designated, are open to the membership. B. Quorum 1. The CNA Board shall formulate and maintain Rules of Procedure to govern its operation and the operation of those under its supervision. M AY 2 0 0 9 g. Provide for dissemination of information relevant to nursing or concerning CNA to all CNA members and others deemed appropriate; h. Select a depository for funds and securities and authorize investment of and disposition of such funds and securities; i. Authorize any monetary contributions by the association to individuals or organizations, provided that such contributions shall be reasonably related to the advancement of the nursing profession; j. Bond appropriate members and staff of CNA; k. Determine date and place of House of DelegatesConvention meetings and clinical sessions W W W. C A L N U R S E S . O R G REGISTERED NURSE 25

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