PROPOSED BYLAWS 2010
WOUND OSTOMY CONTINENCE NURSES SOCIETY
ROCKY MOUNTAIN REGION
ARTICLE I - NAME
Section 1- Name:
The name of this organization shall be the Rocky Mountain Region (RMR) of the Wound, Ostomy, and
Continence Nurses Society (WOCN). The RMR consists of members in Arizona, Colorado, New Mexico,
Utah, Wyoming and any other WOCN member who designates the RMR as his/her membership region.
ARTICLE II - MISSION, PHILOSOPHY,
PURPOSE, GOALS, CODE OF ETHICS
Section 1 - Mission:
The RMR of the WOCN Society is a professional nursing society that supports its members by promoting
education, clinical and research opportunities to advance the practice and guide the delivery of expert
health care to individuals with wounds, ostomies and incontinence.
Section 2 - Philosophy:
The RMR of the WOCN Society believes that nursing, as a profession, enhances health care services to a
multi-faceted society and includes prevention, health maintenance, therapeutic intervention and
rehabilitation. Wound, ostomy and continence care are areas of specialty practice within the framework
of nursing that strive to advance the health care and quality of life of all effected individuals.
The RMR of the WOCN Society believes that continuing education and research provides the basis for
current, comprehensive nursing practice for individuals with wounds, ostomies and incontinence.
Learning may occur on a basic, advanced or continuing educational level and combines the acquisition of
theoretical knowledge and clinical expertise. The WOCN Society provides and approves quality
continuing education for its members and for other health care professionals in order to enhance and
improve wound, ostomy and continence nursing practice.
Section 3 - Purpose:
As a division of the WOCN Society, the RMR shall foster high standards of practice related to the care,
teaching and rehabilitation of persons requiring the management of wounds, ostomies and
incontinence, and promote the professional and educational advancement of the nurses involved in the
care of persons with wounds, ostomies or incontinence. Therefore, persons in need of these services
shall have the opportunity for optimal care and rehabilitation. WOC nursing is a specialty area of
practice within the framework of nursing and, as such, participates and collaborates with multidisciplinary organizations.
Section 4 - Goals:
a)
Provide the structure for member’s involvement in the activities and decisions of the
WOCN Society for the growth and vitality of the organization.
b)
Provide a geographic region that allows for regular communications, meetings and
contact among members.
c)
Allow for personal exchange of information and expertise among members.
d)
Provide structure and a vehicle for leadership development and
training within the region.
e)
Provide an accessible source for continuing education of members.
f)
Uphold the national standards of care for persons with wounds,
ostomies and incontinence.
Section 5 - Code of Ethics:
The RMR WOCN member shall utilize the ANA Code of Ethics and the AHA
Patient bill of Rights as a guide for ethical decision-making in practice.
Section 6 - Conflict of Interest:
All members of the Executive Board and Executive Committees will agree to comply with the RMR
Conflict of Interest Statement. See Addendum A.
ARTICLE III - MEMBERS
Section 1 – Membership:
Regional membership is contingent upon belonging to the WOCN Society and is
open to all eligible WOCN Society members from Arizona, Colorado, New
Mexico, Utah and Wyoming, as well as those residing out of the region who
choose to designate the RMR as their region in accordance with the national
WOCN Society by laws.
Section 2 – Classification (from the national WOCN By-laws):
a)
Active Members. Active membership may be granted to any (i) wound, ostomy, or
continence nurse who is a graduate of an educational program accredited by the
Society, or registered nurse (RN).
b)
Associate Members. Associate membership may be granted to any individual who
supports the purposes, mission and goals of the Society.
c)
Retired Active Members. Retired active membership may be granted to any individual
who is eligible to be an active member and who is permanently retired from
employment.
d)
Retired Associate Members. Retired associate membership may be granted to any
individual who is eligible to be an associate member and who is permanently retired
from employment.
e)
Honorary Members. Honorary membership may be granted to any individual who
meets the criteria established by the Board of Directors.
f)
Honorary Life Members. Honorary life membership shall be granted solely to the
twelve (12) founders of the Society and to the past presidents of the Society.
g)
Student Nurse Members. Student nurse membership may be granted to any individual
who is a full-time student studying to become a registered nurse (this shall include
those individuals pursuing an Associate Degree or Bachelor of Science Degree, or
enrolled in a Diploma Program).
h)
Corporate Members. Corporate membership may be granted to any health related
corporation or organization.
Section 3 - Application for Membership:
All applicants for membership in the RMR are processed through the
WOCN Society as per their requirements. The applicant should designate
the region/affiliate to which he or she wishes to be a member.
Section 4 - Rights and Duties:
All members of the RMR will be entitled to serve on the board and
committees, to attend the membership meetings and social functions of the
WOCN Society. Only Active Members may make motions, vote and serve
on the Board of Directors. Each voting member shall have (1) vote on
matters submitted to a vote of the membership.
Section 5 - Transfers and Removals:
Transfers and removals will the in accordance with the WOCN Society.
ARTICLE IV MEMBERSHIP MEETINGS
Section 1 – Time, place, notice:
a)
A meeting of the membership shall be held two times each year at such time and place
as shall be determined by the Board of Directors. The first meeting is held in conjunction with the
WOCN Society Annual Conference. The second meeting is held at the RMR Annual Fall Conference.
b)
Members are notified through brochures, the WOCN Society Newsletters and websites
of the WOCN and RMR.
c)
Special called membership meetings of the members of the Society may be called at the
request of the President or any three members of the Board of Directors, or at the written request of
two-thirds of the members of the Society entitled to vote. The time and place for holding special
meetings shall be determined by the Board of Directors.
Section 2 - Membership Vote:
a)
All matters brought before the membership meeting for a vote require a majority of the
members present and voting to pass. Each eligible member attending a meeting shall have one vote.
b)
If in the opinion of the President, a matter should be acted upon by the membership,
such matter, in the form of a resolution proposed for adoption shall be submitted to each member by
mail or electronically. It shall be adopted by a majority vote of ballots returned within the indicated
deadline.
c)
deadline.
Members will be informed of the vote outcome within thirty days of the indicated
ARTICLE V - RMR BOARD OF DIRECTORS
Section 1 - Authority and Responsibility:
The affairs of the RMR shall be managed by the Board of Directors which includes the supervision,
control and direction of the affairs of the RMR. The Board shall determine its policies or changes therein
within the limits of these Bylaws and shall actively promote its purposes and shall have discretion in the
disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct
of its business as shall be deemed advisable and may appoint such agents as it may consider necessary.
Section 2 – Composition:
The Board of Directors shall be composed of (4) members as follows: the President, the Vice President,
the Secretary, and the Treasurer which are collectively referred to as the “officers”.
Section 3 – Powers:
a)
Call for any regular or special membership meeting.
b)
Call for vote of the membership.
c)
Appoint a successor to fill vacancies for officers.
d)
Approve all changes in the bylaws before presenting changes to the membership for a
vote.
e)
Review treasury records and perform other duties that address the business and
management matters of the RMR.
Section 4 – Quorum:
A majority of the Board of Directors shall constitute for the transaction of business by any duly called
meeting of the Board of Directors.
Section 5 - Call of the Board of Directors Meetings:
Any member of the Board of Directors may call a meeting as outlined in Article IV Section 1.
Section 6 – Voting:
All executive officers shall have one vote and such voting may be cast during a conference meeting/call
or as otherwise directed.
Section 7 – Compensation:
The Board of Directors shall serve without compensation. This will not preclude the reimbursement for
travel, lodging expenses, registration fees and other expenses incurred during the execution of the
office.
ARTICLE VI OFFICERS
Section 1 - Elected Offices:
The elected officers of the RMR WOCN Society shall be a President, Vice President, Secretary and
Treasurer. No two offices may be held simultaneously by the same person. President and Secretary are
elected every two years, in even years. The Vice President and Treasurer are elected every two years, in
odd years. Elections take place at the fall membership meeting. Newly elected officers take office
effective January 1 of the New Year.
Section 2 – Qualifications:
a)
Any individual who has been a RMR member for two years who has served on a
regional committee is eligible for nomination and election to the above offices.
b)
All elected officers will submit a Conflict of Interest statement to be kept on record by
the Secretary.
Section 3 - Terms of Office:
The term of office is two years and no officer will be elected to the same office for more than two
consecutive terms.
Section 4 – Vacancy:
If the office of any elected officer becomes vacant, the Board of Directors will appoint a successor, or
call for a special vote of the membership to elect a successor within sixty days after the office becomes
vacant.
Section 5 – Removal:
Any officer may be removed from office by a two thirds vote of the membership. Charges against the
officer must be mailed to the Secretary or other Board of Directors member in the event the charge is
against the secretary who shall have twenty days to respond to the charges before any action is taken.
Section 6 - President’s Duties:
a)
Serves as principal executive officer of the region.
b)
Serves as a member (ex-officio) with rights to vote on all committees except the
nominating committee.
c)
Makes all required appointments of standing committees with the approval of the
Board of Directors and notifies the National WOCN of results.
d)
Performs such duties as are necessary incident to the office of the President or as
described by the Membership; duties will include preparing agendas and presiding
over the Board and membership meetings.
e)
Serves as Past President as member of the Board of Directors.
f)
Maintains a signature card with all RMR associated financial institutions and signs
checks related to RMR business.
g)
Signs all contracts entered into on behalf of the RMR with copies maintained by the
Secretary.
h)
Reviews treasury records on an annual basis each spring.
i)
Serves as a liaison between the National WOCN Society and the RMR WOCN Society.
Section 7 – Vice President’s Duties:
a)
Perform the duties of the President in the absence or incapacity of the President.
b)
Succeed to the office of the President in the event it becomes vacant.
c)
Shall be an ex-officio member, without vote, of all committees, except the Nominating
Committee or as otherwise provided by these Bylaws.
d)
Performs such other duties as may be delegated by the President or membership.
e)
Assumes the duties of Parliamentarian.
f)
Serves as chairman of the communications committee which includes any newsletter,
web page or other communication method.
Section 8 - Secretary’s duties:
a)
Correspondence as directed by the Board of Directors.
b)
Record the proceedings of the meetings of the organization and Executive Board and
make copies of meetings available to the membership and Board of Directors as
needed.
c)
Keep the above records in good order and deliver them to the successor at the end of
term of office.
Section 9- Treasurer’s Duties:
a)
Establish proper accounting procedures for handling the organization’s funds.
b)
Shall have charge and custody of all funds and securities of the RMR Society, and be
responsible for the receipt and disbursement of the funds.
c)
Responsible for keeping the funds in banks, trust companies, or investments as
approved by the membership. Maintains a signature card with all RMR associated
financial institutions and signs checks/drafts relating to RMR.
d)
Reports on the financial condition of the organization at all meetings and when called
upon by the Board of Directors, and files required reports with national WOCN.
e)
Receives rebates of membership dues from WOCN.
f)
At the expiration of the term of office delivers to the successor all records.
g)
Convenes an audit committee consisting of two to four members of the RMR (not on
the Board of Directors) to review the financial records every two years.
VII COMMITTEES
Section 1 - Standing Committees:
The President shall appoint committee chairpersons of the Standing Committees. A representative from
each state in the region is encouraged to serve on each committee. All committee members shall be
eligible active members of the RMR and in good standing with the WOCN Society.
a)
Board of Directors: The Board of Directors shall consist of the President¸ Vice President,
Secretary and Treasurer of the RMR. The Board of Directors shall have the authority to carry out the
business and functions of the RMR between meetings of the Board.
b)
Nominating Committee: The committee shall solicit nominations for officers of the
RMR. A slate of officers is presented to the Board of Directors before opening the election process.
Members of the Nominating Committee are not eligible for an elected office or other elected positions.
c)
Bylaws Committee: The Bylaws Committee reviews the current Bylaws of the RMR and
makes appropriate suggestions for additions and/or changes. These suggestions are reviewed by the
Board of Directors and then presented to the membership for a vote.
d)
Membership: The Membership Committee welcomes new members and orients them
to the RMR Region website, meeting schedule, and yearly conference.
e)
Historian: The Historian keeps accurate records pertaining to the development and any
changes within the RMR Region.
f)
Conference Committee: The Conference Committee organizes the fall conference. The
goal is to develop a program to increase the knowledge and skills of the WOC nurse in the management
of wounds, pressure ulcers, ostomies, fistulas and continence. The program also focuses on the
professional practice of the WOC nurse.
g)
Past Conference Chair: The past conference chair person communicates to the current
chair person on the outcomes of the previous fall conference. All documentation of the proceedings
shall be forwarded to the current chair person.
h)
Ad Hoc Committees: The President may appoint such ad hoc committees as are
necessary or appropriate to carry out the purposes of the Society. An ad hoc committee created by the
President shall terminate with the expiration of the President's term of office. Ad hoc committees may
be established for longer periods with the approval of the Board of Directors.
ARTICLE VIII FINANCE
Section 1 – Contracts:
The Board of Directors may authorize any officer or officers, agent or agents of the Society, in addition
to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Society, and such authority may be general or confined
to specific instances.
Section 2 - Payment of Indebtedness:
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Society shall be signed by such officer or officers, agent or agents of the
Society and in such manner as shall from time to time be determined by resolution of the Board of
Directors. In the absence of such determination by the Board of Directors, such instruments shall be
signed by the Treasurer and countersigned by the President.
Section 3- Deposits:
All funds of the Society shall be deposited to the credit of the Society in such banks, trust companies, or
other depositories as the Board of Directors may select.
Section 4 – Bonding:
The Board of Directors shall provide for the bonding of such officers and employees of the Society as it
may from time to time determine.
Section 5 –Gifts:
The Board of Directors may accept on behalf of the Society any contribution, gift, bequest or devise for
the general purposes or for any special purpose of the Society.
Section 6 - Books and Records:
The Society shall keep correct and complete books and records of account and shall also keep minutes
of the proceedings of its members, the Board of Directors, and any committees having the authority of
the Board of Directors. The books and accounts of the Society shall be audited annually by 2 members
selected by the Board of Directors.
Section 7 - Fiscal Year:
The fiscal year of the Society shall be determined from time to time by the Board of Directors.
.
ARTICLE IX – AMENDMENTS
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority vote
of at least 10% of the voting members, voting in person or by proxy, provided that the substance of the
alteration, amendment or repeal has been approved by the Board of Directors and submitted in writing
to the membership not more than sixty (60) and not less than (30) days prior to the date by which the
same is to be considered.
ARTICLE X – DISSOLUTION
In the event of the dissolution of the Society, the Board of Directors shall, after paying or making
provision for the payment of all of the liabilities of the Society, dispose of all of the remaining assets of
the Society (except any assets held by the Society upon condition requiring return, transfer or other
conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in
accordance with such requirements) exclusively for the purposes of the Society in such manner, or to
such organization or organizations as shall at the time qualify as a tax-exempt organization or
organizations recognized under Sections 501(c)(3) or 501(c)(6) of the Internal Revenue Code of 1986, as
amended (the "Code") or the corresponding provisions of any future United States Internal Revenue
statute, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed
of by the court of general jurisdiction of the county in which the principal office of the Society is then
located, exclusively for such purposes in such manner, or to such organization or organizations, which
are organized and operated exclusively for such purposes, as said court shall determine.
Article XI - USE OF ELECTRONIC COMMUNICATION
Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these bylaws
may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval
required to be written or in writing may be transmitted or received by electronic mail or other electronic
means.
Addendum a—Conflict of Interest Statement
Conflict of Interest Statement
The undersigned nominee is an active member in good standing of the Wound, Ostomy, Continence
Nurses’ Society and the Rocky Mountain Region (RMR). In the course of fulfilling their responsibility as a
member of the Board of Directors there may arise a perceived, potential, or actual conflict of interest
with regards to business, discussions, and voting. In order to avoid such conflicts, each candidate will
disclose any and all associations with industry prior to election to the Board of Directors.
It is the ethical and professional duty of each WOCN/RMR member to recognize and willingly bring to
the attention of the Board of Directors any perceived, potential, or actual conflict of interest of any
officer without fear of retribution that the officer may have based in their professional
business/manufacturing affiliations. If deemed by the majority of the Board of Directors an actual
conflict of interest exists the officer may be asked to abstain from voting based on the perceived,
potential, or actual conflict of interest.
Business/Manufacturing Affiliations:
Printed Name_____________________________________
Signed Name_____________________________________