BY LAWS of OMNE: NURSING LEADERS OF MAINE

ARTICLE I: NAME, PURPOSES

Section 1. Name. The name of this organization shall be OMNE: Nursing Leaders of Maine, hereinafter referred to as OMNE. Section 2. Mission and Purposes. OMNE is a group of nursing leaders in Maine who direct the course for professional nursing by promoting sound health care policies at the state, local and national level. Towards this mission the organization creates an environment that encourages networking, unity and synergistic creative thinking. The organization shall accomplish its mission by: Promoting nursing leaders as integral members of health care teams and delivery systems. Promoting the leadership role across practice and education as challenging and desirable professional careers. Promoting development of Maine’s nursing leaders through collegial support, including education and mentorship. Promoting the enhancement of patient care through the recognition of professional nursing as an essential clinical discipline within organized healthcare systems. Providing leadership in the development and implementation of standards of nursing practice. Striving to provide a unified voice for nursing in Maine through collaborative relationships with other nursing organizations. Advocating for sound health care policy in Maine through the development of position papers and working in collaboration with other health care organizations and appropriate legislative bodies. Collaborating with the American Organization of Nurse Executives on national legislation and policy that impact nursing and health care. Section 3. The organization is established and organized exclusively for charitable, scientific and educational purposes and is a nonprofit corporation.

ARTICLE II: REGULATIONS

Section 1. Authority. The OMNE Board of Directors is hereby authorized to develop and implement regulations by which certain internal and external activities of OMNE shall be governed ("Regulations"). The Regulations shall at all times be subordinate to these By laws. Whenever possible, the terms of the Regulations shall be construed as consistent with these By laws, but if an irreconcilable conflict exists, the terms of the By laws shall prevail, and the conflicting terms of the Regulations shall be construed as void and without effect. (For Rules and Regulations see Article XI.)

ARTICLE III: MEMBERSHIP

Section 1. Eligibility. The OMNE membership shall consist of those persons who meet the following requirements: Full Members. Full members of the organization are RNs who are accountable for operational and/or management outcomes in the areas of Nursing Practice, Education and Research. Included are RNs who wish to further develop leadership skills through education and mentorship from RNs currently in positions of leadership. Applications for membership will be reviewed by the Chair of the Membership Committee.   Honorary Members. Honorary members are individuals who were in good standing as members at the time of retirement. Honorary members shall have the same rights as full members. Full and Honorary members shall have the right to hold any elected position; vote on any organizational issue; elect a slate of candidates for service on the Board of Directors; and shall have the right to elect officers of the organization, except for any officers appointed by the Board of Directors as set forth in these By laws. Full and Honorary members shall have the right to vote on amendments to the OMNE By laws and Regulations as such amendments may be proposed by the Board of Directors or by the Full and Honorary members and on any increase in the dues proposed by the Board of Directors.   Organizational Liaison Members. OMNE membership may be extended to representatives from healthcare related entities (one from each) to serve as liaisons to OMNE for the purpose of promoting communication regarding healthcare issues or policy. Liaison members shall attend OMNE business meetings and shall give a report as a standing agenda item. They may attend OMNE educational meetings and participate on committees. They will not be considered Full Members, not be permitted to vote in the meetings or committees of, hold office in, or vote for Directors or Officers of OMNE except as otherwise set forth in these By laws. Candidates for Liaison membership may or may not be RNs and may seek consideration for membership through a letter of application to the OMNE Executive Committee. Section 2. Eligibility and Status Change. Members who, because of change in position or unemployment, or who do not continue to meet the criteria for membership may extend membership eligibility in their current category. Section 3. Term. Membership shall be for one year or any portion thereof ending December 31st. Section 4. Members' Responsibilities. Active participation at meetings. Our strength is in our collective wisdom. Active participation on at least one committee.

ARTICLE IV: MEETINGS

Section 1. Regular Meetings. Regular meetings, whenever possible, shall be held no less than six (6) times per year. The President or the Executive Committee shall designate such times and places at the first regular meeting of the organization. Additional meetings may be scheduled as needed. Section 2. Annual Meeting. The Annual Meeting of the organization shall be held in the fall at such time and place as may be designated by the Executive Committee. Officers shall be elected at the Annual Meeting. Section 3. Special Meetings. Special meetings may be called by (1) the President or the Executive Committee if pressing issues or business matters require the attention of the organization or by (2) the President upon written request of twenty (20) percent of voting and eligible members of the organization, any such meeting to be held within fifteen (15) business days of the President's receipt of the request. All Special Meetings shall be held at such place and time as shall be designated by the President. Section 4. Notice. Notice of any annual or special meetings of the organization shall be sufficient if mailed at least ten (10) business days prior to the meeting to each member. Notice of a special meeting shall set forth the matters to be acted upon and only matters so set forth shall be acted upon at the meeting. Section 5. Action Without a Meeting. Any action which may be taken at a meeting of the Board or any committee may be taken without a meeting if, prior to such action, consent is obtained from the majority of Directors or members of the committee. Any such consent shall have the same effect as a unanimous vote and will be reported at the next meeting of the Board or committee. Section 6. Quorum. Twenty (20%) per cent of the organization membership entitled to vote shall constitute a quorum for the transaction of business at any meeting of the organization or at any adjournment thereof; but a lesser number may adjourn the meeting to a specified time and place. Without needing to provide notice in accordance with Section 4, the meeting may be held at the specified time and place provided said adjournment is held within thirty (30) days and a quorum is present. Section 7. Voting. Those members of the organization who meet the eligibility requirement in Article III, Section 1. A or B, and are in good standing shall be entitled to one vote. Such members may vote in person or by absentee ballot. Absentee ballots shall be written, signed and witnessed. Absentee ballots shall be carried, mailed or faxed to the meeting at which the vote is to be taken. Whenever absentee balloting is used, it shall be duly noted in the minutes.

ARTICLE V: BOARD OF DIRECTORS

Section 1. The officers of the organization shall form the OMNE Board of Directors. Section 2. General Powers and Duties. The property, business and affairs of OMNE shall be managed by the OMNE Board of Directors who shall act as officers of the organization. Section 3. They shall exercise all of the powers and responsibilities not inconsistent with these By laws or with Title 13 B of the Maine Revised Statutes Annotated.

ARTICLE VI: OFFICERS OF THE ORGANIZATION

Section 1. Designation. There shall be five (5) officers of the organization. They shall be President, President Elect, Immediate Past President, Secretary and Treasurer. The officers shall have the powers and duties set out in these By laws and such other powers and duties as the organization may from time to time by resolution provide. Section 2. Criteria for consideration as an officer of the organization shall be developed by the Executive Committee for presentation to the full membership. Section 3. President. The President shall be subject to the instructions of the organization and generally shall have direct supervision of the organization, shall organize and manage its affairs, shall preside at all meetings, and shall perform such other duties as may be required by the membership or the Executive Committee. Subsection 1. The President shall act as spokesperson for the organization in the public forum. He/she shall in all instances seek consent from a majority of the Executive Committee before publicly committing the organization to any position. Subsection 2. He/she shall serve as chairperson of the Executive Committee. Subsection 3. The President shall prepare or cause to be prepared such reports as may be required by the Executive Committee or the membership. Section 4. President Elect. In the absence of the President, the President Elect shall assume all of the duties and responsibilities of the President. The President Elect performs duties as assigned by the President in representing the organization, its goals and objectives. Section 5. Immediate Past President. The Immediate Past President shall perform duties as assigned by the President in representing the organization, its goals and objectives. The Immediate Past President shall chair the Nominating Committee. Section 6. Secretary. The Secretary shall attend and keep accurate and complete minutes of the organization and Executive Committee meetings and assure complete distribution, attend to correspondence as directed, and perform such other duties that ordinarily pertain to the office or that may be required by the membership, the Executive Committee or the President. The Secretary may attest with the President in the name of the organization all contracts of the organization and affix the seal of the organization thereto. Section 7. Treasurer. The Treasurer shall adhere to the OMNE Rules and Regulations Governing Treasurer’s Duties (see Appendix A). The Treasurer shall receive membership fees and any other incoming monies, initiate banking transactions, maintain fiscal records, and otherwise be responsible for all of the organization's funds. A financial report to include balance sheet will be prepared and presented by the Treasurer at each meeting of the organization. The financial documents of the organization shall be reviewed biennially by a Certified Public Accountant and the findings presented at the next regularly scheduled meeting. The Treasurer shall perform all other duties which ordinarily pertain to the office or that may be required by the membership, the Executive Committee or the President. The Treasurer shall not delegate authority or responsibility to any other person unless specifically authorized by the membership. Section 8. Nominations. The Past President solicits nominations for office and constructs the ballot. The Past President shall offer one (1) or more nominees for the office of President Elect each year; and Treasurer in the odd numbered years; and Secretary in the even numbered years. The Past President shall also request nominations from the floor for each office. The nominations report shall be submitted to the President no later than fifteen (15) business days prior to the Annual Meeting. Section 9. Election. The election will be conducted by the use of "secret" ballot. The slate of nominees will be mailed to members at least ten (10) business days prior to the Annual Meeting. Ballots will be counted by the Past President and results reported to the membership. Section 10. Term. The President shall serve for a term of one (1) year or until the President-Elect’s successor is installed. The President Elect shall serve for a term of one (1) year or until a successor is elected. The President Elect succeeds to the office of President at the end of a one year term as President Elect or as provided in Section 11 of this Article. The Secretary and Treasurer shall each serve for a term of two (2) years. The President becomes the Past President; the President-Elect becomes the President; and the newly elected President-Elect takes office at the close of the Annual Meeting. Section 11. Vacancies. Vacancies in office may be filled for the remainder of the term by the President with the approval of the majority of the Executive Committee. If the office of the President becomes vacant, the President Elect shall succeed to the office of President and shall continue to serve as President for the subsequent term. If the offices of both the President and President Elect shall become vacant, the membership shall elect a President pro tempore to serve for the remaining portion of the un-expired term. At the next regular election of the organization, a President and President Elect shall be elected in accordance with the provisions of these By laws. Section 12. Conflict of Interest. The presence and/or vote of a Director, who is directly or indirectly a party to a transaction or a Director who is otherwise not disinterested, may be counted in determining whether a quorum is present but may not be counted when the Board or a Committee of the Board takes action on the transaction. Section 13. Removal. Any or all of the members of the Executive Committee may be removed from office, with or without cause, by a two thirds (2/3) vote of the members present at a special meeting of the membership expressly called for that purpose or as otherwise in accordance with 13 B M.R.S.A. #704 or any successor provision. Prior to calling for a special meeting, a representative of the Executive Committee shall ask the member concerned for his/her resignation.

ARTICLE VII: COMMITTEES

Section 1. Standing Committees. There shall be six (6) standing committees. They shall be the Executive Committee, the Committee on Program, the Committee on By laws, the Committee on Membership/Scholarship, the Committee on Professional Practice and the Committee on Public Relations/Marketing. Subsection 1. Unless otherwise provided for in these By laws, each standing committee shall consist of at least three (3) members, additional members may be appointed by the President as needed. Committee Chairpersons are appointed by the President with the approval of the Executive Committee. Section 2. Executive Committee. The Executive Committee shall be a standing committee, shall consist of the officers of the organization and the chairpersons of the following committees: Program, By laws, Membership/Scholarship, Professional Practice and Public Relations/Marketing. There shall also be up to two additional members of the Executive Committee designated as Legislative Liaison(s). Subsection 1. The duties of the Executive Committee shall be: To represent the organization and to act in its behalf subject to the limitations imposed by these By laws and the Rules and Regulations as promulgated by the organization. To appoint representatives from the organization to other organizations and committees as deemed appropriate. Terms for such appointment shall be established at the time of appointment. To prepare an annual budget for the upcoming fiscal year to be approved by the membership at the annual meeting. To regularly review proposed and existing State and National legislation for its relevance to the goals of the organization, to formulate positions and to present public testimony as appropriate. Legislative duties shall be accomplished through the use of Ad Hoc Task Forces whenever time permits. Any legislative actions or positions taken by the Executive Committee on behalf of OMNE without the knowledge of the full membership, shall be reported at the next regularly scheduled meeting of the organization. Subsection 2. Organization monies, up to $1000.00, may be expended by the Executive Committee without prior notice to the membership. These transactions will be reported at the next regular meeting of the organization. Prior notice to the membership shall be given at least ten (10) business days prior to seeking at any meeting membership approval for any proposed expenditures in excess of $1000.00. Subsection 3. The Executive Committee shall maintain a permanent record of its proceedings. A quorum shall consist of six (6) members of the Committee. Section 3. Committee on Program. The Committee on Program shall develop programs and activities that promote the objectives of the organization. Section 4. Committee on By laws. The Committee on Bylaws shall review the By laws on a regular basis, at least annually, and recommend changes as necessary to meet the objectives of the organization. Section 5. Committee on Membership/Scholarship. The Committee on Membership/Scholarship shall promote membership retention and mutual support, and assist new members to become fully informed and productive within the organization. This Committee shall also manage and administer the organization's scholarship program. Section 6. Committee on Professional Practice. The Committee on Professional Practice shall provide a forum to address professional practice issues both state and nationally in collaboration with Nursing and other professional organizations as deemed appropriate. Other responsibilities shall include promotion of the image of professional nursing and any other activities as recommended by the Executive Committee. Section 7. Committee on Public Relations/Marketing. The Committee on Public Relations/Marketing shall develop public relations/marketing materials and develop and carry out the organization’s marketing plan. Section 8. Ad Hoc Committees. Ad Hoc Committees may be appointed by the President for special projects as authorized by the Executive Committee, including legislative issues. Ad Hoc Committees shall submit written, interim reports as requested by the President. Upon completion of the project, they shall present a final report with conclusions and recommendations. Section 9. Minutes of Standing Committee Meetings. Standing Committee Chairpersons are accountable for minutes of meetings. Minutes should include members present, topics discussed and recommendations. Minutes of Standing Committee meetings will be available to the membership for review.

ARTICLE VIII: DUES AND OTHER MONEYS

Section 1. The dues for membership in the organization shall be established by the membership at any meeting for the subsequent year. Notification of a proposed dues increase will be mailed to the organization membership at least ten (10) business days prior to the meeting at which it will be proposed. Section 2. All dues paid to the organization shall become property of the organization to be spent in accordance with the annual budget as prepared by the Executive Committee and approved by the organization. No portion of the dues paid by any member shall be refundable. Section 3. The organization may accept, retain or expend any funds or property that may be donated to further the work and/or programs of the organization. Section 4. Any new member who pays dues to the organization in the last quarter of the fiscal year (October through December) will be a member for the rest of that year and the following fiscal year. Section 5. The organization will support the President and President Elect or designee(s) at AONE national, regional and other appropriate meetings as approved by the Executive Committee.

ARTICLE IX: DISSOLUTION AND DISTRIBUTION OF EARNINGS

Section 1. Upon the dissolution of the corporation, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation for the purposes of the corporation and in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under #501 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Committee shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation has been located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operating exclusively for such purposes. Section 2. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I hereof. Section 3. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under #501 (c) (6) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).

ARTICLE X: PARLIAMENTARY AUTHORITY

Robert's Rules of Order shall be the accepted Parliamentary Authority insofar as those Rules do not compromise the direction and intent set forth in these By laws.

ARTICLE XI: RULES AND REGULATIONS

The Membership shall adopt such Rules and Regulations as may be necessary to implement more specifically the general principles found within these By laws, subject to the approval of the organization. Such Rules and Regulations shall be a part of these By laws, except that they may be amended or repealed at any regular meeting at which a quorum is present and without previous notice or at any special meeting on notice, by a majority vote of those present of the OMNE Membership.

ARTICLE XII: INDEMNIFICATION OF DIRECTORS AND OTHERS

Each Director, officer, and employee of the corporation shall be indemnified by the corporation against expenses, including attorney's fees, judgments, fines, and the amounts paid in settlement, actually and reasonably incurred in connection with any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by, or in the right of the corporation), by the reason of the fact that the person is or was a Director, officer, or employee of the corporation, or is or was serving at the request of the corporation, as a Director, officer or employee of another corporation, partnership, joint venture, trust, or other enterprise, if the person acted in good faith and in a manner reasonably believed to be in the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo condendere, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed to be in the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, or employee, or who is or was serving at the request of the corporation as an officer, Director, or employee of another corporation, partnership, joint venture, trust, or other enterprise against any such liability asserted against and incurred by the person in any such capacity, or arising out of the status as such, whether or not the corporation has indemnified the person hereunder. Expenses incurred in defending a civil or criminal action, suit, or proceeding, may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the board of Directors in the manner provided by the applicable statutes of the State of Maine concerning indemnification by non profit corporations currently contained in 13 B M.R.S.A., Section 714, Subsection 3 (or corresponding provision of future Maine law), upon the receipt of an undertaking by or in behalf of the Director, officer, or employee to repay such amount, unless it shall be ultimately determined that the person is entitled to be indemnified as provided herein. In the event that such action or proceeding be by or in the right of the corporation, the corporation shall have the same power to indemnify or insure any such officer, Director, or employee, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty, unless the court wherein the action or proceeding is tried shall specifically find that despite the adjudication of circumstances of the case, such a person is fairly and reasonably entitled to indemnity. The indemnification provided by these By laws shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute or regulation of the State of Maine. As used in this provision, the term "Director" and "Officer" include the respective heirs, executors, and administrators of persons holding such offices in the corporation.

ARTICLE XIII: AMENDMENTS

Section 1. Amendments to By laws. These By laws may be amended, or repealed, or new By laws may be adopted by the affirmative vote of two thirds (2/3) of the voting members present at any meeting of the organization, provided a full statement of such proposed amendment shall have been included in the notice of the meeting. Amended on October 18, 2006.