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Bylaws.2:Text to Black 5/29/09 9:59 AM Page 26 l. Review recommendations and determine registration fees for CNA clinical sessions and House of DelegatesConvention adjunct functions; m. Determine all CNA policy positions and stands before official announcement is made; n. Administer CNA-Political Action Committee (CNA-PAC) Fund. o. The Board of Directors is authorized to establish a special category or categories of membership in the Association in order to reach out to nurses and student nurses who are not currently members of the Association. The rights and responsibilities of special members will be determined by the CNA Board of Directors. The establishment of a new member category or categories shall be for purposes germane to CNA's representational functions and obligations as the representative of Registered Nurses with respect, inter alia, to the determination, ongoing protection and future improvement of their conditions of work and professional practice. p. Constitute the membership of the California Nurses Foundation and function in that capacity as specified in the bylaws of the California Nurses Foundation. b. Report to and be accountable to the CNA membership at each House of DelegatesConvention regarding business transacted by the CNA Board during the preceding bienniumthree (3) years including financial statement of the previous bienniumthree (3) years and proposed program priorities for the ensuing bienniumthree (3) years. (See Article XIII – Finance) 4. Removal from Office a. Conditions The CNA Board, by a two-thirds (2/3) ballot vote with a quorum voting, may suspend a CNA elective officer, committee member, nurse representative, chief nurse representative, regional officer, commissioner, or any other elected or appointed representative of CNA under the following conditions: (1) Such a person has been absent from two (2) consecutive meetings within one (1) bienniumthree (3) year period between Conventions without just cause; or if (2)Such a person is unable to perform the duties of the office; or if (3) Such a person is in violation of the bylaws or standing rules or direction of the House of DelegatesConvention; or if (4) Such a person is fiscally malfeasant. q. Establish criteria for the formation of Local Units and the development of an appropriate structure for such units. A Local Unit consists of all CNA collective bargaining unit members at a contract facility. r. Designate instances where CNA may represent non registered nurses in bargaining units. b. Replacement The CNA Board may appoint a replacement to serve temporarily, except as provided in Article IV, Section 4. c. Procedure for removal Following suspension by the CNA Board as above provided: 2. Appointments (1) The person shall be given sixty (60) days written notice of the proposed removal and this notice shall contain specific reasons for this action; The CNA Board shall: a. Appoint an executive director and provide a written contract, which establishes compensation and defines scope of responsibility and accountability b. Make appointments and fill any vacancy on the CNA Board, committees, or other component groups as directed in these bylaws. c. Recommend nominees to the Governor of California and to the legislative and governmental bodies for appointment to public committees and boards; and, (2)If the person does not reply to the notice of removal, the CNA Board may, sixty (60) days after such request is made, declare the office vacant by a two-thirds (2/3) ballot vote, a quorum voting; and, (3) If the removal is challenged, the person shall be afforded a full and fair hearing. Section 4. Executive Committee A. Composition d. Appoint CNA representatives for meeting with allied health organizations and groups. 3. Reports and Accountability The CNA Board shall: a. Report the audited financial statements at least annually to the membership; and, 26 REGISTERED NURSE 1. The Executive Committee of the CNA Board shall be composed of six (6) titled officers of CNA and a number of directors elected to the Executive Committee by the CNA Board to equal 1/3 of the total Board. 2. The executive director or designee shall serve in an advisory capacity to the Executive Committee without vote. W W W. C A L N U R S E S . O R G M AY 2 0 0 9