National Nurses United

C A L I F O R N I A N U R S E J U L Y / A U G U S T 2 0 0 5 29 r. Designate instances where CNA may represent non registered nurses in bargaining units. CNA shall charge an appropriate fee based on the services agreed upon by the bargaining unit and CNA. The Board shall set the service fee. 2. Appointments 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, com- mittees, or other component groups as directed in these bylaws. c. Recommend nominees to the Governor of California and to the leg- islative and governmental bodies for appointment to public commit- tees and boards; and, d. Appoint CNA representatives for meetings with allied health organi- zations and groups. 3. Reports and Accountability The CNA Board shall: a. Report the audited financial statements at least annually to the mem- bership; and, b. Report to and be accountable to the CNA membership at each House of Delegates regarding business transacted by the CNA Board during the preceding biennium including financial statement of the previous biennium and proposed program priorities for the ensuing biennium. (See Article XIII - Finance.) 4. Removal from Office a. Conditions The CNA Board, by a two-thirds (2/3) ballot vote with a quorum vot- ing, may suspend a CNA elective officer, committee member, nurse representative, chief nurse representative, regional officer, commis- sioner, 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) biennium 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 Delegates, or if (4) Such a person is fiscally malfeasant. 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: (1) The person shall be given sixty (60) days written notice of the pro- posed removal and this notice shall contain specific reasons for this action; (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 1. The Executive Committee of the CNA Board shall be composed of the four (4)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. executive director or designee shall serve in an advisory capacity to the Executive Committee without vote. B. Meetings Meetings will be held monthly between regular Board meetings and at the call of the presidentCouncil of Presidents. Business may also be conducted by telephone or mail, including electronic mail, should immediate action be necessary. C. Quorum A majority of the Executive Committee shall constitute a quorum, pro- vided one of those present is the president, or vice-president.a Member of the Council of Presidents. D. Powers and Duties Between CNA Board meetings, the Executive Committee shall have the power to make interim decisions on Association business with the limitation that the Executive Committee cannot rescind or make sub- stantive changes on any action of the CNA Board or House of Delegates. In addition, the Executive Committee may have the follow- ing duties: 1. Give direction and act as a consultant group to the president Council of Presidents and the administrative staff between CNA Board meetings, interpreting policy of the House of Delegates and the CNA Board; 2. Give direction to administrative staff for decision-making on issues that require prompt action; 3. Serve in advisory capacity to the president Council of Presidents on emergency situations that cannot wait for the next CNA Board meeting or a special Board meeting, especially if no policy has been established; and, 4. Review and approve the record of actions of the preceding House of Delegates. E. Accountability The Executive Committee shall report to the CNA Board at each meeting and in addition, provide a written report to every CNA Board member on emergency decisions or actions as soon as possible after action is taken. Section 5. Board Committees A. The CNA Board shall maintain the Appointments Committee, and may establish special committees as deemed necessary.

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