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 27 Section 5. Duties of Titled Officers A. Each officer shall: 1. Perform such duties as are specified in the CNA bylaws, standing rules, parliamentary authority, Rules of Procedure, and by the CNA Board; 2. Submit a biennial report in writing for publication in the REPORT TO THE HOUSE OF DELEGATES; and, 3. Within thirty (30) days of completion of the term of office, surren- der to the new president or the designeeCouncil of Presidents all properties in his/her possession pertaining to the respective office. B. The Members of the Council of Presidents shall collectively be respon- sible for performing the duties and functions formerly assigned in these Bylaws to the Offices of President and Vice-President. They shall be collectively responsible for allocating among themselves responsibility for performing various duties, functions, and tasks formerly assigned separately to the CNA President and Vice-President, as well as other duties assigned by the Board on its own initiative or upon the recom- mendation of the Council of Presidents. Duties shall be allocated among the Members of the Council in a manner calculated to ensure competent performance in the exclusive interests of the members. The responsibilities of the Council of Presidents shall include the following president shall:: 1. Serve as Chair and preside at meetings of the CNA Board and the Executive Committee, and have the option of delegating the respon- sibility of presiding at the House of Delegates; 2. Serve as an ex-officio member of all committees (except the Ballot Committee) and commissions; 3. Serve as chairperson of the California Nurses' Foundation; and, 4. Whenever CNA is required by law, or other legal obligation, or if necessary for the orderly and efficient conduct of its operations, to designate an individually named officer to execute documents, authorize transactions or activities, serve as an official spokesper- son, perform or participate in official functions as the "president" or "chief elected official" of CNA, or otherwise serve as an agent with executive authority for the organization, the Council of Presidents shall collectively determine and assign among themselves, specific individual responsibility for performing such duty or duties. The creation and existence of the Council of Presidents is not intended and shall not be construed as in conflict or violation of any law, reg- ulation, contractual duty, binding custom or practice, or obligation of any kind whatsoever; rather, the operation and practices of the Council shall accommodate and be applied so as to properly satisfy any such requirements or obligations C. The vice-president shall: 1. Assume the duties of the president when necessary; and 2. Perform other duties assigned by the president. D. 1. 5. Each and every Member of the Council of Presidents shall have and exercise the authority, right, and responsibility to perform any of the functions or duties of the Council as described herein, or as other- wise assigned. The allocation and specific assignment of duties and functions among Members of the Council shall be the responsibili- ty of the Council, subject to the advice, guidance, and ultimate authority of the Board. C. Secretary. The Secretary shall be responsible for the following duties and shall perform such other tasks and functions as assigned by the Board and/or the Council of Presidents: 1. Assume the keeping of the minutes of all proceedings of the CNA Board, the Executive Committee, and the House of Delegates; 2. Cooperate with the Executive Director to fulfill such secretarial duties as designated by the CNA Board; 4. 3. Serve as chairperson of the Appointments Committee. D. Treasurer. The Treasurer shall be responsible for the following duties and shall perform such other tasks and functions as assigned by the Board and/or the Council of Presidents.: 1. Present and interpret a statement of the conditions of the finances of CNA at the regular meetings of the CNA Board; 2. Present a written report of the condition of the finances for publication at the time of the House of Delegates; 3. Serve as chair of the Finance Committee; and, 4. Cooperate with the Executive Director and financial consultants to fulfill such monetary responsibilities as designated by the CNA Board. ARTICLE V Directors Section 1. Number of Directors The number of directors on the Board from each region will be based on the facility based subgroupings within the region. Each director shall be a mem- ber of the region they represent. Directors shall be elected by the member- ship of the region. Section 2. Term of Office A. Directors shall serve a term of two (2) years or until their successors are elected. B. Directors shall assume office at the final adjournment of the House of Delegates during which their election was declared. Section 3. Eligibility A. Director shall have been a member of CNA for at least one (1) year immediately preceding declaration of election and shall reside, or be employed, within the region they represent during their term of office. B. An employee of this Association is eligible to be a candidate contingent upon resignation from the staff position when candidacy is declared. C. Statutory sSupervisors of CNA-represented nurses, or management personnel 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 prac- tices under CNA collective bargaining agreements, shall not be eligible to be a candidate for, or elected to, or serve as a director.Statutory supervisors, as defined by the National Labor Relations Act or applica- ble state law, shall not be eligible to be a candidate or serve as a direc- tor.

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