INDIANA ORGANIZATION FOR NURSING LEADERSHIP, INC.

BYLAWS 2024

ARTICLE I – NAME/PURPOSES

1. The name of the organization shall be Indiana Organization for Nursing Leadership, Inc. (hereinafter, “IONL” or the “Organization”). The Organization is an Indiana nonprofit corporation and is a mutual benefit corporation as defined by the Indiana Nonprofit Corporation Act of 1991, as amended (the “Act”).
2. The Organization is organized and at all times shall be operated exclusively for the purposes identified in Article II of the Amended and Restated Articles of Incorporation of the Organization, as the same may be further amended and/or restated from time to time (the “Articles”), which article is incorporated in this Section 1.B by this reference as if stated in its entirety herein.
3. Mission: To empower nurse leaders at all levels.

ARTICLE II – REGULATION

The IONL Board of Directors, hereinafter referred to as the Board, is hereby authorized to develop and implement regulations by which certain internal and external activities of IONL shall be governed (“Rules and Regulations”).  The Rules and Regulations shall at all times be subordinate to these Bylaws of the Organization, as the same may be amended and/or restated from time to time (these “Bylaws”).  Whenever possible, the terms of the Rules and Regulations shall be construed as consistent with these Bylaws, but if an irreconcilable conflict exists, the terms of these Bylaws shall prevail, and the conflicting terms of the Rules and Regulations shall be construed as void and without effect.

ARTICLE III – MEMBERSHIP

Section 1 –Membership

The Organization has six (6) classes of members.  The eligibility requirements for the various classes of members are as follow:

1. Full Members

To be eligible to be a Full Member, an individual must be a registered nurse and must: (i) Hold or aspire to hold an organizational role in leadership that is accountable for strategic, operational and/or performance outcomes in sites where healthcare is delivered; (ii) Hold a faculty position in a nursing program;  (iii) Be a nurse consultant in the healthcare industry; (iv) Be an editor of a professional nursing journal; and/or  (v) Be a leader in regulatory or other nursing or healthcare organization

1. Privileges – Full Members shall have voting rights, are eligible to hold office, may chair and/or serve on committees and may attend social, business and educational meetings.
2. Restrictions – Full Members have no restrictions.
3. Dues – Full Members are required to pay dues.
4. Student Members

To be eligible to be a Student Member, an individual must be a pre-licensure nursing student at an externally accredited school of nursing.

1. Privileges – Student Members may attend social, business and educational meetings.
2. Restrictions – Student Members shall have no voting rights, may not hold office and may not chair and/or serve on committees.
3. Dues – Student members are required to pay dues.
4. Retired Member

To be eligible to be a Retired Member, an individual must be retired from the Nursing profession and must have been a Full Member of IONL for a period of five consecutive years prior to his or her application for Retired Member status.

1. Privileges – Retired Members shall have voting rights, may chair and/or serve on committees and may attend social, business and educational meetings.
2. Restrictions – Retired Members may not hold office.
3. Dues – Retired members are required to pay dues.

1. Honorary Members

The Board may confer Honorary Member status on a past president of the Organization (who is not a Member of another class) or any other individual, whether a nurse or non-nurse, who has contributed significantly to the Organization.

1. Privileges – Honorary Members may attend social, business and educational meetings.
2. Restrictions – Honorary Members shall have no voting rights and may not hold office or serve on committees.
3. Dues – Honorary Members are not required to pay dues.
4. Associate Members

An individual who is not a registered nurse may become an Associate Member.  An Associate Member may be a non-nurse professional or any healthcare consumer member of the corporate or political community who is interested in working towards advancement of the healthcare system driven by the needs of patients.  The Associate Member’s purposes, goals and initiatives must be consistent with and supportive of IONL purposes, goals and initiatives. An Associate Member must be sponsored by a Full Member, and his or her application must be approved by the Board.

1. Privileges – Associate Members may attend social, business and educational meetings.
2. Restrictions – Associate Members shall have no voting rights and may not hold office or serve on committees.
3. Dues – Associate Members are required to pay dues.
4. Industry Partners

Industry Partner memberships will include educational institutions, healthcare institutions, and organizations wishing to support the mission and vision of IONL through Industry Partner membership. The amount of dues for all Industry Partners will be determined by the Board of Directors.  An Industry Partner must be sponsored by a Full Member.  The number of people who will receive mailings from the Organization will be limited to two per industry partner.

1. Privileges – Industry Partners may attend social, business and educational meetings.
2. Restrictions – Industry Partners shall have no voting rights and may not hold office or serve on committees.
3. Dues – Industry Partners are required to pay dues.

The term “Voting Members” shall refer to the members entitled to vote on a matter at issue, which shall generally be the Full Members and Retired Members.

Section 2 – Establishment of Membership

Except as otherwise noted in these Bylaws, an individual or entity must apply to become a member of IONL, and the Chief Executive Officer of IONL shall determine whether the individual or entity satisfies the requirements for membership and will be admitted as a member. If there is any question regarding eligibility, the application shall be submitted to the Board for action.  The Organization shall maintain a listing of members of each class.

Section 3 –Eligibility Status Change

In the event that a member ceases to satisfy the applicable requirements of his, her, or its class of membership, the Organization may, in its discretion, terminate the membership, reclassify the member to a different classification of membership for which the applicable requirements are satisfied, or allow the member to remain a member of the same classification for a period of up to two (2) years.

Section 4 – Termination of Membership

1. Any person may resign his or her membership at any time by submitting a written resignation to the president.
2. Membership may be terminated by the Board of the Organization for non-compliance with the provisions of these Bylaws or the Rules and Regulations.
3. Any member suspended or expelled may be reinstated by the affirmative vote of majority of the Directors and payment of the applicable member dues.

ARTICLE IV – DUES

Annual dues for individual and industry partner members will be established by the Board of Directors. No portion of the dues shall be refundable if a membership is terminated regardless of the reason thereof.

ARTICLE V – MEETINGS

Section 1 – Annual Business Meeting

There shall be an annual meeting of the Voting Members at such place, date and time as determined by the Board of Directors. Notice thereof shall be given at least thirty (30) days in advance of such meeting. Special meetings of the members may be called with fourteen (14) days prior written notice by the IONL president and the Board of Directors.

Section 2 – Board of Directors

The Board of the Organization shall meet not less than quarterly, and no notice shall be required for any annual or regular Board meeting.  Special meetings of the Board of Directors may be called by the president of the Board of Directors or any three Directors by giving at least two days’ notice.  Notice may be given by electronic communication

Section 3 – Committee Meetings

Committee meetings shall be called at the discretion of the chairperson and notice shall be given to the members prior to the meeting.

Section 4 – Quorum and Action.

1. Board of Directors Meetings

A quorum is required to take a vote on any action of the Board of Directors. A majority of the Directors then in office shall constitute a quorum. Except as otherwise provided in these bylaws, the vote of a majority of the individual Board of Director members present and entitled to vote on a matter at a meeting at which a quorum is present shall be necessary for the adoption of the matter unless the act of a greater number is required by the Articles of Incorporation or these Bylaws. Board Members may participate in and act at any meeting of the Board or committee remotely through the use of video or telephonic conferencing or other means which enables all persons participating in the meeting to communicate with one another.

1. Member Meeting

A quorum is required to take a vote on any action of the Voting Members.  Five percent (5%) of the Voting Members shall constitute a quorum. Except as otherwise provided in these bylaws, a quorum of Voting Members must vote and a majority of voting members voting must vote in the affirmative for an action to pass. Proxy voting shall not be permitted.

Section 5 –  Action Without a Meeting

Any action that may be taken at a meeting of the Board or any committee may be taken without a meeting if, prior to such action, a consent in writing setting forth such action is signed by all of the Directors or members of the committee and is filed in the minutes of the proceedings of the Board or such committee. Any such consent shall have the same effect as a unanimous vote.

ARTICLE VI – BOARD OF DIRECTORS

Section 1 – Composition

The Board of the Organization shall consist of the president, president-elect, immediate past president, secretary, treasurer, three (3) board members-at-large, the chairperson and vice-chairperson of the Education Committee and the chairperson of the Legislative Committee, and may also include up to two (2) additional Board-appointed representatives. In addition, the Chief Executive Officer and each district president shall be advisory (non-voting) members of the board.

Section 2 – Authority and Duties of the Board

1. The Board shall have the authority to appoint a qualified Chief Executive Officer who is delegated the authority and responsibility for managing the Organization, including employment of staff and establishment of a compensation plan with appropriate job descriptions.
2. The Board shall have authority to set policy per Article II of the Bylaws.

Section 3 – Conflict of Interest

The Organization has adopted and follows a Conflict of Interest Policy. Each person covered by such Policy will annually complete and sign a Conflict of Interest Disclosure Statement.

ARTICLE VII – Elected OFFICERS

Section 1 – Elected Officers

The officers of the Organization shall be the president, president-elect, immediate past president, secretary, treasurer and three (3) board members-at-large.  All officers also must be members of American Organization of Nursing Leaders (AONL).

Section 2 – Eligibility

To be eligible to serve as an officer, an individual must be a Full Member. Additional eligibility requirements for specific offices are as follow:

1. President or President Elect:

2 years of active service on or to the Board in the past 3 years, to include at least two years of service that required attendance at the Organization’s Board meeting. This would include state committee participation or district leadership (if not as President then verified by the district president).

1. Secretary:

2 years of active service (participation in local or state organization) in the past 3 years, one of which required attendance at the Organization’s Board meetings.  This would include state committee participation or district leadership (if not as President then verified by the District President). 

1. Treasurer:

2 years of active service (participation in local or state organization) in the past 3 years, one of which required attendance at the Organization’s Board meetings.  This would include state committee participation or district leadership (if not as President then verified by the District President).

1. Board members-at-Large:

Any previous term as District President, Committee chair of IONL, or officer of the Board

1. In the absence of the above criteria, as stated in Article VII, Section 2, B, C & D, any current or former officers and members of the Board may submit a recommendation.

Section 3 – Election and Term

1. A slate of eligible candidates consisting of one candidate/per vacant position shall be prepared by the Governance Committee; shall be submitted to the Board for affirmation; and shall be communicated to each member of the Organization not less than thirty (30) days prior to the Annual Meeting. One of the co-Chairpersons of the Governance Committee will present the slate at the Annual Meeting.  Eligible members who are present and consent to serve may be nominated from the floor.  If there are two or more candidates for an office, a ballot will be used.  The ballots shall be tabulated by the secretary and two (2) other members appointed by the president, who are not officers or candidates for office.  Plurality vote shall constitute an election.
2. Terms of Office
   1. The term of the Presidency shall be two (2) years.
   2. The President-Elect shall be elected biennial to serve on even years. At the end of a two (2) year term the President-Elect shall become President.
   3. The Secretary shall be elected triennial for a term of three (3) years and for no more than two (2) consecutive terms.
   4. The Treasurer shall be elected triennial for a term of three (3) years and for no more than two (2) consecutive terms.
   5. One board Member-at-Large shall be elected each year to serve one term of three (3) years.
3. Officers shall serve from January 1^st. Newly elected officers shall be ex-officio members, without vote, of the Board in the interim between election and assuming office.

Section 4 – Duties of the Officers

1. The president shall be chairperson of the Board and shall preside at Board meetings of the Organization.
2. The president-elect shall have all the powers and perform all of the duties of the president in the absence or incapacity of the president. The president-elect shall serve as co-chairperson of the Governance Committee and perform such other duties as may be assigned by the Board of Directors.
3. The Secretary:
   1. Oversees minutes of all Board meetings and the Organization’s business meetings.
   2. Oversees an active file on all committee reports.
4. The Treasurer:
   1. Oversees active financial record of Organization’s activities.
   2. Prepares annual proforma budget with the Chief Executive Officer for board and membership approval annually.
   3. Authorizes expenditures of the Chief Executive Officer.
   4. Discusses budget variances with the Board.
   5. Serves as the chairperson of the Finance Committee.
5. The Immediate Past President:

Shall serve as the co-chairperson of the Governance Committee.

1. Board Members-at-Large:
   1. A board member-at-large is appointed by the president to serve on the Education Committee.
   2. A board member-at-large is appointed by the president to serve as chairperson of the Legislative Committee
   3. A board member –at-large is appointed by the president to serve as the chairperson of the Membership Committee

Section 5 – Removal

Any of the officers designated above may be removed at any time by a 2/3 vote of the Board of Directors, whenever in the judgement of the Board of Directors the best interests of IONL will be served thereby.  Any officer shall be removed for losing status as a Full Member or other failure to maintain eligibility for such status.

Section 6 – Resignation

 Any officer may resign at any time by giving written notice to the president; and if the president, by giving written notice to the Board of Directors and the CEO, which resignation shall become effective upon the date specified therein, or if no date is specified therein, upon the receipt of such resignation by the appropriate individuals(s).

Section 7 – Vacancy

1. If the president shall become unable to perform the duties of that office, the president-elect shall succeed to the office of the president and shall continue to serve as president for the subsequent calendar year. If the president-elect, or if both the president and the president-elect shall become unable to perform the duties of her/his/their offices, the Board of Directors working with the Governance Committee shall as soon as possible but no later than two (2) months from the onset of the vacancy(ies) hold an election (or elections as applicable) to fill the roles in accordance with the provisions of these Bylaws, each newly elected officer to remain in her or his new role for the remainder of the unexpired term.
2. In the event a board member-at-large, secretary, or treasurer shall be unable to fulfill the terms of office for which elected, the president shall appoint such replacements as required to complete the unexpired terms.

ARTICLE VIII – OTHER POSITIONS

Section 1- Additional Board Representatives

In addition to the individuals specifically identified as Board Members at Article VI, Section 1 of these Bylaws, the Board of Directors may, at the discretion of the president based on the strategic objectives of the Organization, appoint up to two additional voting Board representatives, each of whom shall serve for a two-year (2) term.

Section 2 – Chief Executive Officer

The Organization may employee or otherwise contract for the services of a chief executive officer (CEO), who shall have general supervision and control over all the business and property of the Organization, shall be accountable to the Board of Directors, and shall perform such duties as the Board of Directors may prescribe

ARTICLE IX – COMMITTEES

Section 1 – Structure of Standing Committees

1. In addition to the Executive Committee, the Organization shall have five (5) standing committees, namely the Governance Committee, Education Committee, Legislative Committee, Finance Committee and Membership Committee.
2. The chairperson of all committees, except the Governance and Finance Committees, shall be appointed by the Executive Committee, subject to Board approval after the annual meeting. The chairperson and vice or co-chairpersons of standing committees shall be a Full or Retired member in the Organization. These chairpersons will be invited to attend all board meetings.
3. The president and chief executive officer shall each be ex-officio, non-voting members of all committees.
4. All actions taken and recommendations made by any committee (other than the Executive Committee) shall be advisory and shall not effect as actions of IONL unless they are formally approved and adopted by the IONL Board or granted full authority by the Board of Directors.

Section 2 – Special Committees

The president may also appoint, at the request of the Board, individual Directors or IONL members to serve on any special committees (a/k/a ad hoc committees) which may be needed or are appropriate in connections with particular matters from time to time.  Such special committees shall limit their activities to the accomplishments of the task for which they were created and shall have no power to act except as specifically conferred by the Board of Directors.  Upon completion of the task for which appointed, such special committees shall stand discharged.

Section 3 – Executive Committee:  The Executive Committee shall consist of the past president, president, president-elect, treasurer, secretary and three (3) board members –at-large and the CEOand shall meet at the call of the president.  The committee shall have the power to transact all regular business of IONL between Board meetings as necessary to expedite the IONL business, except as expressly prohibited by IONL and these Bylaws.  The Executive Committee shall make recommendations to the Board regarding the employment and duties of the chief executive officer and provide oversight and evaluation of the chief executive officer position.

Section 4 – Governance Committee:  This committee shall consist of the Board president, president-elect and past president and a minimum of two (2) members of the Board of Directors or membership appointed by the Board president. This committee will be staffed by the CEO.

1. The committee shall identify and evaluate candidates for president-elect, treasurer, secretary and board members-at-large positions becoming vacant as of the approaching calendar year. Sitting members of the committee may become nominees for office. Geographic location of officers will be considered to provide diverse State representation.    Individuals put forward by the committee must be ratified by a vote of the Board of Directors in order to be presented to membership for a final vote at the Annual Meeting of IONL membership.  
2. The committee shall review the Organization’s Bylaws and present appropriate recommendations for revision to the Board for ratification and then to membership at the Annual Meeting of IONL for approval.
3. The committee shall review the Organization’s Rules and Regulations and present appropriate recommendation for revision to the Board for approval.
4. The committee shall cultivate and act within American Nurses Association Code of Ethics and practice standards.

Section 5 – Education Committee: This committee shall consist of and will be responsible for educational programing.  There will be chairperson and a vice-chairperson that will be appointed by the Executive Committee. The committee is composed of a minimum of six (6) members including a board member-at-large, for a two (2) year term.  The chairpperson will serve a term of two (2) years starting with an even year and the vice-chairperson will serve a two (2) year term starting with an odd year.

1. The duty of the committee shall be to plan and implement any and all educational offerings of the Organization.
2. The chairperson and vice-chairperson have voting privileges on the Board.

Section 6 – Legislative Committee: This committee is composed of a minimum of four (4) members, for a two (2) year term. The chairperson shall serve a three (3) year term and is appointed by the Executive Committee and has voting privileges on the Board. The duty of this committee is to provide monitoring, communication, and appropriate proactive strategy on legislative matters affecting the health and welfare of the citizens of Indiana.

Section 7 – Finance Committee: This committee is composed of a minimum of six (6) members for a two (2) year term.  A board member-at-large will also be a member of this committee. The chairperson of this committee is the treasurer of the Organization.

1. The duty of this committee shall be to make recommendations to the Board regarding financial matters of the Organization.
2. The committee shall oversee and coordinate the Indiana Nursing License Plate Program. The board member-at-large shall serve as the liaison with the Indiana Bureau of Motor Vehicles, review grant and scholarship applications and recommend fund disbursements for approval by the Board.

Section 8 – Membership Committee:  This committee is chaired by a board member-at-large membership and is composed of a minimum number of four (4) members or at the discretion of the Executive Committee.

1. The duty of this committee shall be to develop and execute a strategy for recruitment, retention and engagement of members.

ARTICLE X – DISTRICTS

The Organization shall divide the state into districts, and each district shall have its own separately incorporated district organization to represent the members of that district.

Section 1 – District Meetings

Each district organization shall meet not less than quarterly each year.

Section 2 – District President or Chairperson

Each district organization shall elect or appoint a President or Chairperson by November 1 of each election year.

Section 3 – District Bylaws

Each district organization shall have a set of District Bylaws.  District Bylaws shall not be in conflict with these Bylaws.

ARTICLE XI – PARLIAMENTARY AUTHORITY

Robert’s Rules of Order, Newly Revised, in effect at the time in question, shall govern the proceedings of the Organization in all cases not otherwise provided for in these Bylaws or Regulations.

Article XII – Miscellaneous Provisions

Section 1 – Fiscal Year.

The fiscal year of IONL shall end on the last day of December of each year.

Section 2 – Checks, Drafts, Etc.

All checks, drafts, or other orders for the payment of money issued in the name of the Organization shall be signed by such officer or officers or person or persons, whether or not officers of the Organization, in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3 – Deeds, Mortgages, Bonds, Contracts or Other Instruments

All deeds, mortgages, bonds, contracts or other instruments of the Organization may be signed by the CEO and by such other officer or officers or person or persons, whether or not officers of the Organization, as shall from time to time be determined by resolution of the Board of Directors.

ARTICLE XIII – AMENDMENT OF BYLAWS AND RULES AND REGULATIONS

Section 1 – Bylaws

These Bylaws may be amended at any meeting of the Organization’s members by a majority vote of the Voting Members present at an annual, regular or special meeting at which a quorum is present, provided that the Voting Members have been provided notice of the potential amendment at least thirty (30) days prior to the meeting.

Section 2 – Rules and Regulation

The Rules and Regulations may be amended at any regular meeting of the Board, a quorum being present, or at a special meeting called for that purpose.

Adopted and ratified the 6^th day of June, 1974.

Reviewed 09/14/77, Amendments (2) 11/01/79, Amendments (1) 11/01/79, Amendments (2)10/28/80, Revised 10/27/81, Revised 09/29/82, Revised 09/28/83, Revised 09/26/84, Revised 10/25/85, Revised 10/27/85, Revised  05/19/86, Revised 09/24/86, Revised 09/09/87, Revised 07/29/88, Revised 05/05/89, Revised 10/03/89, Revised 10/18/90, Revised 10/16/91, Revised 10/14/92, Revised 10/13/93, Revised 11/17/95, Revised 10/15/96, Revised 10/21/98, Revised 10/21/99, Revised 10/19/00, Revised 10/09/02, Revised 08/22/06, Revised 10/2007, Revised 7/01/2008, Revised  7/31/2009, Revised 7/28/2010, Revised 10/20/2011, Revised 10/24/2012, Revised 10/23/2013, Revised 10/22/2014, Revised 10/21/2015, Revised 10/19/2016, Revised 10/19/2017, Revised 10/17/2018, Revised 10/17/2019, Reviewed 08/14/2020, Reviewed 10/18/2023. [To be] Revised 10/16/2024.