Bylaws

Bylaws

Article I

Name

The name of the nonprofit organization shall be the Oncology Nursing Society (hereinafter sometimes referred to as "ONS").

Article II

Mission

The mission of the Oncology Nursing Society is to promote excellence in oncology nursing and quality cancer care.

Article III

Membership

Section 1. Classifications

There shall be nine classifications of membership: Regular, Retired, Early-Career Professional, Physically Challenged, International Tiered, Student, Associate, Sustaining, and Honorary.

Section 2. Qualifications and Privileges

  1. Regular members shall be U.S. or international registered nurses or equivalent, engaged or interested in oncology nursing, and shall be eligible to vote, hold elected office, and serve on committees.
  2. Retired members shall be individuals who qualify for regular membership and have reached an age specified in policies by the Board of Directors to merit retired status. Retired members shall have all the privileges of regular membership.
  3. Early-career professional members shall be individuals who qualify for regular membership and have held their RN degree for five years or less. Early-career professionals shall have all the privileges of regular membership.
  4. Physically challenged members shall be individuals who qualify for regular membership and who are receiving long-term disability benefits, and shall have all the privileges of regular membership.
  5. Student members shall be individuals enrolled full-time in a nursing education program leading to eligibility for registered nurse licensure. Student members shall be excluded from voting, holding elected office, and serving as committee members.
  6. Sustaining members shall be organizations, corporations or individuals interested in financially supporting ONS. Sustaining members shall be excluded from voting, holding elected office, and serving as committee members.
  7. Honorary members shall be individuals who have received unanimous approval by the Board of Directors in recognition for their outstanding contributions to oncology nursing. Honorary members shall be excluded from voting, holding elected office, and serving as committee members.
  8. Associate members shall be healthcare professionals who do not qualify for regular, retired, early-career professional, physically challenged, student, sustaining, or honorary membership. Associate members shall be excluded from voting and holding elected office.
  9. International tiered members shall be registered nurses or equivalent engaged or interested in oncology nursing and residing in a country deemed as having a low-income to upper middle-income economy, as designated by the World Bank. International tiered members may not vote or hold elected office. This membership class shall receive reduced membership benefits for a reduced member fee, as defined by the Board of Directors.

Section 3. Dues and Special Assessments

  1. Membership dues shall be determined by the Board of Directors. Increases in dues shall not exceed one per year.
  2. Special assessments may be approved by the Board of Directors. Special assessments shall not exceed one per year.
  3. Honorary members shall be exempt from paying dues and special assessments.
  4. International tiered members would pay a percentage of active membership dues commensurate with their country’s World Bank economic classification, as determined by the Board of Directors.

Section 4. Termination

  1. If the dues or special assessments of any member are not received by the membership expiration date or the assessment due date, that membership shall automatically be terminated as proscribed in applicable ONS policies.
  2. If a member does not abide by the ONS Bylaws or respective ONS policies, the Board of Directors may terminate this membership by a two-thirds (2/3) vote of the entire Board. No such action shall be taken until the member is advised of specific charges, given a reasonable time to prepare a response, and afforded a full hearing before the Board of Directors.
  3. The Board of Directors may provide for reinstatement.

Article IV

Membership Meetings

Section 1. Annual Meeting

An annual meeting of the membership shall be held at a time and place determined by the Board of Directors.

Section 2. Special Meetings

Special meetings of the membership may be called at any time by a majority of the Board of Directors, or upon written request of one thousand (1,000) voting members.

Section 3. Notice

Notice of the annual meeting shall be delivered to all members at least forty-five (45) days prior to the meeting. Notice of special meetings shall be delivered to all voting members at least twenty (20) days prior to the meeting.

Section 4. Quorum

Members present shall constitute a quorum.

Section 5. Actions Without a Meeting

To the extent that action is required by the membership at a time other than a meeting, at least 3% of eligible members must vote on an issue in order for the action to be effective.

Article V

Board of Directors

Section 1. Composition

The Board of Directors shall be composed of the elected Officers and Directors. Officers shall be President, President-elect, Secretary, and Treasurer. There shall be six directors from the Society's active membership. There may be ex-officio members as determined by the Board. The rights and responsibilities of such ex-officio members shall be as set forth in the Board Governance Policies.

Section 2. Duties

The Board of Directors shall manage the business and affairs of ONS. Officers shall perform those duties prescribed by law, the Articles of Incorporation, these bylaws, and the Board of Directors.

Section 3. Meetings

Meetings shall be held at such time and place as the Board of Directors may determine.

Section 4. Notice

Notice of any meeting shall be given to each Officer and Director at least two (2) days prior to the meeting.

Section 5. Quorum

Six (6) members of the Board of Directors shall constitute a quorum for the transaction of business.

Section 6. Action Without a Meeting

Any action may be taken by the Board of Directors by ballot provided that the action is signed by all members of the Board of Directors. Such action shall be filed with the Secretary.

Section 7. Eligibility

  1. Officers and Directors shall have been voting members for no less than five years prior to assuming office.
  2. Officers and Directors shall meet those qualifications as outlined in the position job descriptions and approved by the Board of Directors.

Section 8. Term of Office

  1. The term of office shall begin at the close of the annual business meeting in the year of election.
  2. An individual may not hold more than one office at the same time.
  3. The Secretary, Treasurer and Directors shall serve a three year term or until their successors are elected.
  4. The Secretary, Treasurer and Directors shall be elected on a staggered basis.
  5. The President-elect shall be elected every other year and shall serve as President-elect for one year. At the end of that term, the President-elect shall automatically assume the office of President for a term of two years.
  6. The President and President-elect shall not be a candidate for any ONS office while serving in their respective offices. Other Officers and Directors shall not be candidates for another elected position until the expiration of the present term, unless that term expires at the next annual meeting.
  7. Officers shall not be eligible for reelection to the same office until one year has elapsed. An individual who has served six consecutive years on the Board of Directors shall not be eligible for reelection until one year has elapsed. 

Section 9. Vacancies

  1. In the event a vacancy occurs in the office of the President, the President-elect shall automatically succeed to the Presidency and the office of President-elect shall remain vacant until the next scheduled balloting for President-elect. The President-elect shall subsequently serve the two year term of office as President to which elected. In the event a vacancy occurs in a year in which there is no President-elect, the Board of Directors shall appoint an interim President to serve the unfulfilled term.
  2. The Board of Directors shall fill vacancies for all other elected positions for the remainder of the vacant term.

Section 10. Removal

For cause as determined by the Board of Directors, the Board may remove an officer or director upon 2/3 vote of the Board according to procedures and guidelines outlined in the ONS policy manual.

Article VI

Committees

Section 1. Standing and Special Committees

Unless specified otherwise in these Bylaws, all standing and special committees shall be appointed by the Board of Directors. The composition, terms, powers and duties of all committees shall be determined by the Board. The President or designee shall be an ex officio member of all committees except the Nominating Committee.

Section 2. Nominating Committee

  1. The Nominating Committee shall be composed of seven (7) voting members. Five members shall be elected by the membership and two members shall be appointed by the Board. 
  2. To be eligible to serve on the Nominating Committee, individuals shall have been voting members of ONS for no less than five (5) years prior to committee membership. They shall meet the qualifications as outlined and approved by the Board.
  3. The term of office shall be three years and election or appointment shall be on a rotating basis.
  4. The responsibilities of this committee are as stated in Article VIII, Section 2.
  5. Vacancies of elected members may be filled by appointment by the chairperson of the Nominating Committee until the next scheduled election. Vacancies of the two appointed members may be filled by the Board of Directors for the remainder of the un-served term.

Article VII

Constituencies

Section 1. Chapters

Groups of active ONS members may petition for a chapter charter. Charters shall be approved, awarded and/or revoked by the Board of Directors. Chapters shall fulfill the purposes of the ONS at the local level. The structure and functions of the chapters shall be consistent with the bylaws, policies and procedures of ONS. All chapter members must be ONS members.

Section 2. Councils

  1. The Board of Directors may establish councils as deemed necessary to carry out the mission of ONS.
  2. The Board of Directors will approve the composition, powers, rules, regulations, and financial affairs of the council.

Section 3. Special Interest Groups

Groups of active ONS members may petition for a special interest group certificate of approval. (Special Interest Groups are herein sometimes referred to as SIGs). Certificates shall be approved, awarded and/or revoked by the Board of Directors. The structure and function of SIGs shall be consistent with the purposes, Bylaws, policies, and procedures of ONS. SIGs shall exist only at the national level, and all SIG members must be ONS members.

Article VIII

Nominations and Elections

Section 1. Eligibility and Term of Office for All National Positions

The term of office for all elected and appointed positions shall begin at the close of the annual business meeting in the year of the election.  Individuals currently serving on the board, standing committees, constituencies of ONS and/or its affiliates are ineligible to serve in another national position unless in the final year of their term.  An individual may not serve in more than one national position at the same time.

Section 2. Responsibilities of the Nominating Committee

  1. The Nominating Committee shall prepare and submit to each voting member a ballot with at least one nominee for each elected position in ONS.
  2. Unless stated otherwise in these bylaws, all rules and procedures for the conduct of nominations and elections shall be recommended by the Nominating Committee and approved by the Board of Directors.
  3. Those candidates receiving the highest number of votes for each elected office shall be declared to be elected.
  4. Tie votes shall be broken by a run-off election between the tied candidates in a manner consistent with the election policies and procedures established by the Board of Directors.
  5. The Nominating Committee shall oversee the election procedures.

Section 3. Terms of Elected Positions

Specific terms of elected positions for the Board of Directors can be found in Article V; specific terms of the elected positions for the Nominating Committee can be found in Article VI.

Article IX

Personal Liability and Indemnification

Section 1. Personal Liability of Directors.

  1. Elimination of Liability. To the fullest extent that the laws of the Commonwealth of Pennsylvania, as now in effect or as hereafter amended, permit elimination or limitation of the liability of directors, no Director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director.
  2. Applicability. The provisions of this Article shall be deemed to be a contract with each Directorof the Corporation who serves as such at any time while this Article is in effect and each such Director shall be deemed to be so serving in reliance on the provisions of this Article. Any amendment or repeal of this Article or adoption of any bylaw or provision of these Articles which has the effect of increasing Director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, bylaw or provision.

Section 2. Indemnification

  1. Right to indemnification.
    1. As used herein, the word "Action" shall mean any action, suit or proceeding, administrative, investigative or other, (i) to which such person is a party (other than an action by the Corporation) or (ii) in connection with which such person is not a party but is a witness, subject to investigation or otherwise involved, in either case by reason of such person being or having been a Director or officer of the Corporation.
    2. Unless in a particular case indemnification would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(6) of the Code, and except as prohibited by law, each Director and officer of the Corporation shall be entitled as of right to be indemnified by the Corporation against expenses and any liability paid or incurred by such person (i) in the defense of any Action to which such person is a party or (ii) in connection with any other Action.
    3. A person who is not a Director or officer of the Corporation may be similarly indemnified in respect of service to the Corporation to the extent the Board at any time designates such person as entitled to the benefits of this Article.
    4. As used in this Article, "indemnitee" shall include each Director and each officer of the Corporation and each other person designated by the Board as entitled to the benefits of this Article; "liability" shall include amounts of judgments, excise taxes, fines, penalties and amounts paid in settlement; and "expenses" shall include fees and expenses of counsel incurred by the indemnitee only (i) if the Corporation has not at its expense assumed the defense of the Action on behalf of the indemnitee with reputable and experienced counsel selected by the Corporation, or (ii) if it shall have been determined pursuant to Section 3 hereof that the indemnitee was entitled to indemnification for expenses in respect of an action brought under that Section.
  2. Right to Advancement of Expenses. Unless in a particular case advancement of expenses would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(6) of the Code, every indemnitee shall be entitled as of right to have his expenses in defending any Action paid in advance by the Corporation, as incurred, provided that the Corporation receives a written undertaking by or on behalf of the indemnitee to repay the amount advanced if it should ultimately be determined that the indemnitee is not entitled to be indemnified for such expenses.
  3. Right of Indemnitee to Initiate Action; Defenses.
    1. If a written claim under Section (a) or Section (b) of this Article is not paid in full by the Corporation within thirty days after such claim has been received by the Corporation, the indemnitee may at any time thereafter initiate an action to recover the unpaid amount of the claim and, if successful in whole or in part, the indemnitee shall also be entitled to be paid the expense of prosecuting such action.
    2. The only defenses to an action to recover a claim for indemnification otherwise properly asserted under Section (a) shall be (i) that the indemnitee's conduct was such that under applicable law the Corporation is prohibited from indemnifying the indemnitee for the amount claimed, or (ii) that indemnification would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(6) of the Code, but the burden of proving any such defense shall be on the Corporation.
    3. The only defenses to an action to recover a claim for advancement of expenses otherwise properly asserted under Section (b) shall be (i) that advancement of expenses would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(6) of the Code, or (ii) that the indemnitee failed to provide the undertaking required by Section (b), but the burden of proving any such defense shall be on the Corporation.
    4. Non-Exclusivity; Nature and Extent of Rights. The rights to indemnification and advancement of expenses provided for in this Article shall (i) not be deemed exclusive of any other rights to which any indemnitee may be entitled, (ii) be deemed to create contractual rights in favor of each indemnitee who serves the Corporation at any time while this Article is in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of this Article), and (iii) continue as to each indemnitee who has ceased to have the status pursuant to which he was entitled or was designated as entitled to indemnification under this Article and shall inure to the benefit of the heirs and legal representatives of each indemnitee.

Article X

Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern ONS except in cases specified by these Bylaws, Standing Rules or Special Rules of Order adopted by the members.

Article XI

Amendments

Section 1. Proposal

Proposed amendments to these bylaws may be presented by the Board of Directors, committees or by written petition signed by ten (10) voting members in accord with procedures adopted by the Board of Directors.

Section 2. Voting

Voting shall be by ballot, which shall be submitted to the voting membership at least ninety (90) days prior to the annual meeting.

Section 3. Technical Changes

Technical corrections to the Bylaws may be made by unanimous vote of the Board. Technical corrections include grammar, punctuation, and consistent language.

Section 4. Effective Date

Amendments which have been approved by a majority vote of the members voting shall become effective at the conclusion of the annual meeting at which the results are presented.

Adopted - October 1976
Revised - May 1977
Amended - July 1978
Amended - October 1978
Revised - May 1979
Amended - May 1980
Amended - May 1981
Amended - May 1982
Amended - May 1983
Amended - May 1984
Amended - May 1985
Amended - May 1986
Amended - May 1987
Amended - May 1988
Amended - May 1989
Amended - May 1991
Amended - May 1992
Amended - May 1993
Amended - May 1994
Amended - Apri, 1995
Amended - May 1997
Amended - May 1998
Amended - May 2000
Amended - May 2001
Amended - May 2002
Amended - May 2009
Amended - May 2010
Amended - May 2011


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