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Introduction 2008 RNPA Bylaws REGISTERED NURSES PROFESSIONAL ASSOCIATION BYLAWS 2008 Bylaws ARTICLE I - Title A. The title of this Association shall be the Registered Nurses Professional Association herein referred to as the Association or RNPA. RNPA is organized pursuant to general non-profit organization law of the State of California (Part I of Division I of Title by Corporate Title) The County of Santa Clara shall herein be referred to as the Agency. B. Recognition As in Article I – Recognition, of the Memorandum of Understanding between the Agency and the Association the county recognizes Registered Nurses Professional Association as the exclusive bargaining representative for all classified and unclassified nurses in coded classifications within the Registered Nurses bargaining unit. ARTICLE II - Mission Statement The Registered Nurses Professional Association is committed to obtaining the highest level of quality patient care and professional nursing standards by empowering each nurse to achieve their professional goals as individuals and as an organization. ARTICLE III – Objectives A. To represent Registered Nurses in employment relations with the Agency on all matters of wages, hours, and other terms and conditions of employment. B. To serve as mechanism by which the practice of nursing and quality of care received by consumers is maintained, evaluated and improved. C. To maintain dialogue between nursing staff and the Agency in order to allow the nursing staff to have an effective voice concerning conditions related to patient care, nursing practice and professional standards. D. To promote a positive nursing image within the community. E. This Association shall not engage in any activity or exercise any powers that are not in furtherance of the mission statement and objectives of this Association. ARTICLE IV- Discrimination A. Employment The Association shall not discriminate against employees because of race, age, sex, color, disability, creed, national origin, religion, RNPA activity, political opinion, or sexual orientation or any other status protected by local, state or federal law. ARTICLE V - Membership and Dues A. Membership shall be open to all Registered Nurses as outlined in Article 1, Recognition, of the Memorandum of Understanding between the Agency and the Association. B. Members shall keep RNPA apprised of all changes in residence for the purpose of maintaining an accurate membership database. C. Membership dues shall be collected by payroll deduction. The amount shall be certified by RNPA as the periodic dues uniformly assessed. D. RNPA will maintain a committee consisting of the RNPA Board and three (3) members at large, who shall be appointed by the Chair of the Committee. This Committee will establish the amount of dues and or any special assessments. An increase in dues will be put forth to the membership for a vote. E. The membership dues structure is as follows; Beginning pay period in 95/13 and every twenty-four months thereafter a dues increase of fifty cents (.50) shall occur. This formula shall remain in effect until repealed or amended by majority vote of the membership. F. In cases of termination or suspension should RNPA be successful in overturning a termination to a reinstatement with back pay or reducing suspension with back pay, any unpaid dues will be assessed and collected. G. RNPA dues paying members retiring from the County shall retain the privilege of attending RNPA functions at member’s rate. H. Upon the dissolution of the Association, and after paying or making provisions for the payment of all liabilities of the Association, the Association shall dispose of all the assets of the Association exclusively for the purposes of the Association in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or, as per the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors of RNPA determines. ARTICLE VI - Board of Directors A. Oath of Office and Fiduciary Duty Upon acceptance as a member of the RNPA Board of Directors, each member of the Board of Directors at the January meeting following election shall swear to the following oath of office. I, _________________________________, do solemnly swear, that I will faithfully execute the duties of the office of ______________________________________for the Registered Nurses Professional Association and that I will, to the best of my ability, preserve and protect the Bylaws and existence of the Registered Nurses Professional Association and that I will discharge my duties as a fiduciary on behalf of the Registered Nurses Professional Association. B. Powers 1. Shall establish policy, conduct the business of RNPA, control its property, exercise the corporate powers and fiduciary responsibilities of the Association, including appropriate policy for financial review by an outside auditor as designated in these Bylaws and as required by law. 2. Shall approve by majority vote all final settlements of grievances and issues that set a precedent between RNPA and the Agency having jurisdiction, with the exception of agreements reached by mediation, arbitration and contract negotiations. a. Grievances will not proceed to arbitration without the express approval by majority vote of the Board of Directors. The decision of the Board of Directors to process a grievance to arbitration shall be final and binding and shall not be review able by a vote of the general membership. In cases where the recommendation from counsel or the representative responsible for the grievance; is not to proceed to arbitration, the Board of Directors shall maintain a procedure assuring that the individual grievant(s) will receive notice and an opportunity to present their grievance before the Board of Directors votes on whether to process the grievance to arbitration. 3. Shall maintain a policy and procedure manual governing the operations of the Association. This manual will be reviewed and updated at least annually by the Board of Directors subsequent to notice and an opportunity for input from members of RNPA. The manual shall be available for review during normal business hours by members of RNPA. 4. Shall Adhere to all policies and procedures set forth in the manual and Association bylaws. 5. Shall Select a depository for funds and securities and authorize investment and disposition of such funds. a. Financial transactions will be signed by (2) authorized officers, (these being President, Vice President, Treasurer, and/or Secretary) b. Authorize any monetary contributions up to $1,000 each, by the Association to individuals or organizations, provided that such contributions shall be reasonably related to the objectives of this Association. c. Notify membership of such contributions in a timely manner. d. Conduct a certified financial review every two years. 6. Shall review recommendations and determine registration fee for RNPA sponsored activities. 7. Shall participate in monthly new employee orientation. 8. Shall orient newly elected board members. 9. Shall prepare, approve and provide an annual report of Association activities to dues paying members. C. Composition 1. The Board of Directors shall be composed of President, Vice Presidents (2), Secretary, Treasurer, Negotiation Team members (2), Publications Chairperson, Area Representative Chairperson, and Continuing Education Chairperson 2. A committee composed of President, Vice Presidents, Secretary and Treasurer may be formed on an ad-hoc basis. 3. All board members shall be dues paying, except for those who are on a disability related leave of absence (IE, maternity, workers comp, medical, etc) 4. Any change in the composition of the Board of Directors will be reported to the membership in a timely manner. 5. All candidates for the position of President shall have a minimum of one-year RNPA Board of Directors experience. D. Meetings 1. The President shall be the presiding officer. The designated Vice-President (s) shall preside in the President's absence. 2. A quorum shall consist of one half (½) of the total number of voting members of the Board of Directors. E. Term of Office All Board members shall be elected for a two-year term of office commencing January 1 and ending December 31. Elections of positions will be on a rotational basis. F. Pay Practices 1. All Board Officers shall be paid at the same base hourly wage they are currently being paid by the County 1. Policies and practices regarding payment and compensation to officers and employees of the RNPA shall be outlined in the RNPA Policy and Procedure manual. ARTICLE VII - General Membership Meeting A. Meetings shall be held at least quarterly to inform the current membership of issues. B. Meetings may be called by: 1. President 2. Majority of the Board of Directors 3. Petition signed by 25 members. C. A petition signed by 25 members in good standing, requesting a general membership meeting must be accompanied by a signature, date and legible printed name of each person signing. D. The President shall designate the time and location of all meetings. Notification with stated purpose shall be posted fourteen (14) days prior to meeting, except in emergencies. ARTICLE VIII – Voting A. Only dues paying members shall be eligible to vote. B. The method of voting on any issue other than bylaws, election of Board Officers, and contract ratification, shall be determined by the Board of Directors. C. Contract Ratification: 1. Voting shall commence no sooner than 48 hours after the first presentation of the final contract offer to the general membership. 2. Hours of voting shall be 0700 to 1900 or extended as appropriate by the Board of Directors. 3. Ratification shall be by a majority of the voting members present. D. Election of Board Officers: 1. Election shall be by U.S. mail. 2. Election shall be by a majority of the voting members. 3. Trained staff and volunteer members shall count the votes. Any dues paying member may observe the vote count. E. Amendments to the Bylaws: 1. Bylaws shall be amended at a regular or special meeting of the membership or via U.S. Mail. 2. Prior to voting a copy of the Bylaws with proposed amendments shall be mailed to each member and/or shall be distributed at a regular or special meeting, When voting by mail a ballot will be included with proposed amendments to the Bylaws. 3. Amendments shall be passed by a two-thirds majority vote of the voting members. F. Strike voting 1. The RNPA Board of Directors may call for a strike vote at any time in which the Board Members deem it to be in the best interest of the membership. 2. Notification of the call for a strike vote shall be conducted via Emergency General Membership meetings. A minimum of 3 meetings encompassing Day, PM and Night shift within a 24-hour period shall be conducted and information will be disseminated. A strike vote may be called during these meetings if the Board of Directors deems it necessary, as directed in Section F #1 above. Notification of these emergency meetings shall be disseminated no less than 24 hours prior to the meeting via postings on all units, via email and via posting on the RNPA website. 3. The vote shall be conducted during the Emergency General Membership meeting by written ballot. Only RNPA members in good standing shall be allowed to vote. Names of voters shall be compared to current roster/transaction list to determine member status. An authorization for strike shall be passed by a majority vote of members present. 4. Once an affirmative vote to proceed with a strike is obtained, RNPA Board of Directors shall utilize the Strike Manual in order to determine what the best strategic methods and timelines for conducting any strike activities. The membership shall be notified of the intent to begin strike activities no less than 24 hours prior to the commencement of strike activities ARTICLE IX - Parliamentary Procedures The rules contained in the current edition of Roberts Rules of Order Newly Revised, shall govern the Association where applicable and shall not conflict with Bylaws of the RNPA. ARTICLE X - Removal of Officers A. The Board of Directors upon two-thirds affirmative vote of the entire Board of Directors may remove any member of the Board of Directors regardless of the manner of election or appointment. B. The removal of officers may be with or without cause. Removal shall not take place unless the individual against whom removal is sought has first been served with written notice of the intent, date, time and location of the said Board of Directors meeting. The officer being removed shall be given the opportunity to be heard by the Board before the vote for removal is taken. ARTICLE XI - Association Employees A. In order to uphold the Mission Statement and Objectives of RNPA and fulfill the duty to represent the membership, the RNPA Board of Directors may hire employees. B. All employees hired by the Association shall be approved by the Board of Directors. All such Employees are subject to annual review ARTICLE XII – Arbitration of all disputes, claims and/or controversies Members shall submit to final and binding arbitration in any dispute, claim or controversy arising between them and RNPA, with the exception of claims alleging violations of the RNPA Bylaws, practices or policies. Such claims, disputes and/or controversies specifically include, and are not limited to: (1) Discrimination claims under federal and state law and (2) claims tortuous violation of the duty of fair representation. In all cases arising under this article, an impartial arbitrator will be selected by the American Arbitration Association for the purpose of resolving the claim if the Board of Directors have first had an opportunity to consider the claim for acceptance or rejection. The arbitrator’s fees and expenses will be paid in full by RNPA, except where the arbitrator determines that the dispute, claim and/or controversy is frivolous or prosecuted in bad faith. In such event, the arbitrator shall award fees on behalf of the prevailing party.
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