Article V - Government

Section 1. Officers

A. The government of this association shall be vested in a Board of five (5) members minimum, seven (7) members maximum, consisting of the President, President-Elect, Vice-President, Secretary-Treasurer, and at least one (l) trustee and no more than three (3) trustees. The Officers of the association shall have the entire management of the association. In the management and control of the property, business and affairs of the association and are hereby vested with al the powers possessed by the association itself, so far as this delegation of authority is not inconsistent with the laws of the State of New Hampshire, with the Charter of the Association or with these by-laws.

B. Terms of Office

1. The regular term of office shall begin immediately following the annual meeting of  this association.
2. President-Elect and Vice-President shall be elected at the annual meeting for the term of two (2) years. The Vice-President shall not serve more than two (2) consecutive terms. The President-Elect shall assume the office of President at the annual meeting.
3. The Secretary-Treasurer shall be elected at the annual meeting for a term of two (2) years and shall be eligible for re-election but shall not serve more than three (3) consecutive terms.
4. The Trustee(s) shall be elected at the annual meeting for a term of two (2) years and shall be eligible for re-election but shall not serve for more than three (3) consecutive terms.
5. The President shall be eligible to run for any office after his presidential term is over. The outgoing President shall serve as ex-officio member of the Board of Directors of the New Hampshire Association of Nurse Anesthetists and will be a voting member of the board.

C. Eligibility for Office

1. No member shall be eligible for the office of President, President-Elect, or Vice-President who has not served as Trustee or Secretary-Treasurer of this association for at least one (l) year.
2. No officer or member of the Board of Trustees of the American Association of Nurse Anesthetists may hold office in the association. In the event that an officer or member of the Board of Trustees accepts an office in the National Association, office in the New Hampshire Association of Nurse Anesthetists automatically expires.
3. All officers must be association members and either residents of or employed in the State of New Hampshire.

D. Duties of Office

1. The President shall:
   a. Preside at meetings of this association and the Board of Trustees.
   b. Send to the Executive Director of the AANA names and addresses of the officers     and trustees after their election, names of the committee members after their     appointment, and reports of meetings or other state activities.
   c. Complete and submit the Financial Assistance to State Associations Packet     which includes: Organizational Health Allocation (OHA) Criteria and Application to     AANA on an annual basis.
   d. Serve as a board member on the NEANA or appoint a designee.
   e. Appoint standing committees, except the nominating committee, and special     committees subject to the approval of the Board of Trustees.
   f.  Be a member ex-officio of all committees, except the nominating committee.
   g. Prepare and read at each annual meeting of the New Hampshire Association of     Nurse Anesthetists a report of the work of the year.
   h. Approve bills before payments are made by the Treasurer.
   i.  When feasible, represent this association at the American Association of Nurse     Anesthetists' annual meeting.
   j.  Keep the President-Elect involved in the affairs and workings of the association.
   
   
2. The President-Elect shall:
   a. Assume office of President after completion of the presidential term.
   b. Remain currently informed of all association activities.
   c. Work closely with the President to become familiar with the inner workings of the association.
   
3. The Vice-President shall:
   a. Assume the duties of the President in the event of the latter's inability to serve.
   b. Be responsible for the preparation of an annual history of the association.
   c. Be responsible for important records of the association.
   d. Serve as Compliance Officer for Whistleblower Protection Policy.
   
   
4. The Secretary-Treasurer shall:
   a. Receive money of the association, pay bills, and disburse funds as directed by the Board of Trustees.
   b. Deposit funds as designated by the Board of Trustees.
   c. Give written report at the annual meeting and/or upon request to the Board of Trustees.
   d. Provide information for yearly filing of (OSA) State funding.
   e. Keep the minutes of the meetings of this association and the Board of Trustees.
   f. Notify officers of their election and members of their committee appointments.
   g. Notify members of meetings.
   h. Notify members of the Board of Trustees of meetings of the board.
   i.  Send copies of important correspondence and information regarding matters of general business of     this association to the President.
   j.  Keep an alphabetical list of members and their addresses.
   k. Provide a list of names and addresses of members to the Secretary of the New England Assembly a     remit dues.
    l. Provide for auditing of the books before the annual meeting, or at such times as the Board of    Trustees may deem advisable. Books must be audited before turning them over to a successor.
   m.Send copies of this association's Bylaws to new members.
   n. maintain current three years of active documentation and financial files.
   o. Insure remote backup of financial and NHANA records for safekeeping with online backup Service.
   
   
5. Additional Duties
   In addition to the foregoing specific duties, the duties of the officers shall be such as their titles, by general usage would indicate, and such as may be assigned to them by the Board of Trustees.
   
   
6. Association Property
   Each officer shall deliver any association property and records to a successor or to the President within one month after the annual meeting.
   

Section 2. Board of Trustees

A. Trustees

B. The Board of Trustees shall consist of the President. Vice-President, Secretary- Treasurer and Trustee(s). The President-Elect and past President shall serve as ex-officio members of the Board of Trustees.

C. Meetings

1. The Regular meetings of the Board of Directors shall be held as often as deemed necessary, if so determined. All members of the Board of Directors shall be notified of said meetings. Written notice of the association meetings, whether annual or special, stating the place, day and hour thereof, together with the purpose for which such meeting is called, shall be posted on the association’s list serve and website, and sent by mail to association members who decline electronic communication, at least seven(7) days prior to the date of the meeting. If, however, time does not allow for a seven (7) day notice, and a quorum of the association members is present, such meeting shall be legal.
2. A majority of the members of the Board of Trustees shall constitute a quorum at any meeting of the Board of Trustees.
3. Open Board meetings may be attended by any member of the association, but only Board members may vote on issues.
   

D. Duties

1. Control and management of funds and property of this association.
2. Prescribe the amount of expenses that shall be allowed for speakers at annual and regular meetings and amounts to be allowed toward defraying expenses of representatives to the annual meeting of the American Association of Nurse Anesthetists or to other meetings.
3. Conduct the general business of this association.
4.  Conduct business between meetings by mail or other means of communication.
5. Fill Vacancies
6. Of the Board of Trustees, with the exception of the office of the President and President-Elect, the member so elected shall serve until the next annual election. In the event of a vacancy in the office of President, the Vice-President shall become President, and the Board of Trustees shall elect another Vice-President.
7. In the event of vacancies occurring in committees, the President, subject to the approval of the Board of Trustees, shall appoint members to fill such vacancies.
8. In the event that a member of a committee fails to carry out the assignment, the Board of Trustees may select a replacement.
9. If the office of President-Elect becomes vacant, all officers will be elected at the next annual meeting.

E.   Administrative Services:
            a.  Facilitate a Newsletter at least twice a year.
            b.     Maintain mailing list and e-mailing lists.
            c.     Provide e-mail alerts to membership as warranted.
            d.     Maintain NHANA Web site.

F.   Conflict of Interest
The NHANA will follow the AANA Corporate Integrity Policy with regard to conflicts of interest of board members and NHANA.  Board members are required to disclose and define any conflicts of interests that may exist when pertinent to association business.

Section 3. Impeachment of Officers
                Any officer failing to discharge the duties of office may be impeached by a vote of two-thirds (2/3) of the members present at a regular meeting. If the members vote to impeach this officer, there will be an impeachment hearing no sooner than two weeks and no later than six weeks after the vote. The impeachment hearing will be held in such a manner as to provide open discussion of the issues. A vote of two-thirds (2/3) of the members present at this meeting will be required to remove this officer from office.

Section 4: Whistleblowers Protection Policy

NHANA requires it’s BOD and affiliates to observe the highest standards of business and personal ethics in the conduct of their duties and responsibilities, All representatives of the NHANA must practice honesty and integrity in fulfilling their responsibilities a comply with all applicable laws and regulations.
NHANA prohibits any form of retaliation against employees who report activity undertaken by anyone who perform work on NHANA’s behalf: (i) the performance of official NHANA activity that may be in violation of any state or federal law or related regulations; (ii) harassment; (iii) questionable corporate accounting practices, internal controls, or audit activity (Collectively referred to as “Protected Disclosure”).

1. Reporting Violations: The NHANA has an open door policy and encourages employees to share questions, concerns, suggestions or complaints with someone who can address them properly. In most cases, any BOD may be in the best position to address and area of concern. However, one should always feel to contact the NHANA President should they so choose.
2. Compliance Officer: The NHANA Vice President is responsible for investigating and resolving reported complaints and allegations concerning protected disclosures and, depending on the nature of the complaints shall advise the BOD. The President shall immediately notify the BOD of all reported concerns or complaints regarding financial wrongdoing, corporate accounting practices, internal controls, or auditing.
3. Accounting and Auditing Matters: The BOD is responsible for addressing all reported concerns or complaints regarding asserted financial wrongdoing, corporate accounting practices, internal controls, or auditing. The President shall work with the BOD until such matters are resolved.
4. Confidentiality: Protected Disclosures may be submitted on a confidential basis by the complainant directly or may be submitted anonymously. The President and the BOD will endeavor to investigate a Protected Disclosure as discreetly as possible under the applicable circumstances. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an appropriate investigation.
5. Handling of Reported Violations: Upon receipt of a complaint concerning Protected Disclosures, the President and/or BOD shall conduct a prompt and thorough investigation and appropriate corrective action will be taken, if/as warranted. Reports and copies of Protected Disclosures will be retained by the NHANA in accordance with its record retention policy.

Section 5. Document Retention Policy

All historical archived documents as well as all digitalized documents shall be stored with the VP for safekeeping. The Secretary Treasurer shall keep a three year current record of any and all financial information for accounting purposes. NHANA shall maintain an online backup service for protection of pertinent information as well as remote access to such information.

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Article VI - Committees, Article VII - Meetings, Quorums, Voting