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28 J U L Y / A U G U S T 2 0 0 5 C A L I F O R N I A N U R S E Section 4. Vacancies A vacancy in a directorship will be filled by a two-thirds (2/3) vote of the Board of Directors of the region in which the vacancy exists, subject to con- firmation by a two-thirds (2/3) vote of the CNA Board of Directors. Section 5. Duties of Directors A. 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. 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 Section 1. Composition A. There shall be a CNA Board consisting of the titled officers and the directors. B. The executive director and appropriate staff shall serve in an advisory capacity without vote. Section 2. Meetings A. Frequency 1. The CNA Board shall hold at least four (4) regular meetings annu- ally at the call of the Council of Presidents. the president. 2. Special meetings of the CNA Board may be called by the president 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 mem- bership. B. Quorum 1. The CNA Board shall formulate and maintain Rules of Procedure to govern its operation and the operation of those under its supervi- sion. 2. Business of CNA that in the opinion of the president Council of Presidents requires immediate action 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 A. Powers The CNA Board shall conduct the business of CNA, control its proper- ty, and exercise the corporate powers and fiduciary responsibilities of CNA in the interim between the House of Delegates' meetings of CNA, as designated by the House of Delegates and in these bylaws and stand- ing rules as required by law. B. Duties 1. General Duties The CNA Board shall: a. Establish and cause to be executed policies governing the affairs of CNA based on directives established by the House of Delegates and in CNA bylaws; b. Provide for employment standards for CNA staff in keeping with the objectives, programs, and resources of CNA; c. Provide for and maintain a CNA administrative office as the cen- ter of CNA activities and establish other offices if deemed neces- sary to the progress and best interest of CNA; d. Provide for the integration of activities within the Association; e. Be responsible for assisting the regions in implementing the responsibilities set forth in Article IX, Section 4.B.1 and 4.B.2; f. Be responsible for authorizing the formation of special commit- tees or other groups interested in implementing the objectives of CNA; g. Provide for dissemination of information relevant to nursing or concerning CNA to all CNA members and others deemed appro- priate; h. Select a depository for funds and securities and authorize invest- ment of and disposition of such funds and securities; i. Authorize any monetary contributions by the association to indi- viduals 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 Delegates meetings and clinical sessions; l. Review recommendations and determine registration fees for CNA clinical sessions and House of Delegates' adjunct functions; m. Assure thatDetermine all CNA policy positions and stands taken by any structural unit shall be in accord with those of CNA 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 cate- gory or categories of membership in the Association in order to reach out to California nurses and student nurses who are not currently members of the Association. The rights and responsibil- ities of special members will be determined by the CNA Board of Directors. The goal of theThe establishment of a new member- ship category or categories is shall to expand the Association's current member education/political issues program which pro- vides education and advocacy on issues of concern to all nurses.be for purposes germane to CNA's representational func- tions 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 profes- sional 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. q. Establish criteria for the formation of Local Units and the devel- opment of an appropriate structure for such units. A Local Unit consists of all CNA collective bargaining unit members at a con- tract facility.