Bylaws: Bylaws of the Association of Pediatric Gastroenterology and Nutrition Nurses

Revised April 2014 Reviewed May 2016

ARTICLE I: NAME, PURPOSE, GOALS Section 1: Name The name of this Association shall be the Association of Pediatric Gastroenterology and Nutrition Nurses (APGNN). Section 2: Purpose The purposes for which this Association is formed are to promote: · The professional development and recognition of nurses as experts in pediatric gastroenterology, hepatology, and nutrition. · Excellence in the care of children with gastrointestinal, hepatobiliary, and/or nutrition illness and their families. Section 3: Goals The goals of APGNN are to: 1. Promote nursing research and publication of findings. 2. Promote education for patients, families, nurses, technicians, and physicians. 3. Establish standards of practice for pediatric gastroenterology, hepatology, and nutrition care providers 4. Create a pediatric GI, hepatology, and nutrition network. 5. Support role advancement through attendance and participation in conferences, committees and teaching materials development. ARTICLE II: MEMBERSHIP Section 1: The Association shall consist of full and associate members. Section 2: Members Membership shall be extended to any professional who is engaged in activities relevant to the practice of pediatric gastroenterology, hepatology, and/or nutrition. Section 3: Qualifications for Full Membership Application for full membership shall be initiated by the candidate by submitting a membership application form to the Membership Chairperson of the Association. Licensed Registered Nurses and Licensed Practical Nurses who perform supervisory, teaching, clinic, research, technical, or administrative duties in the field of pediatric gastroenterology, hepatology and/or nutrition will be eligible for full membership. Applicants must be employed either full or part-time, a permanent resident or citizen of a country in North America, and have a sustained interest in the field of gastroenterology, hepatology and/or nutrition. Section 4: Privileges for Full Membership Full membership carries the privilege to vote in elections of the Association; submit nominations to office in the Association; serve on any committee; and chair a committee according to the criteria as provided by these By-Laws. A minimum of one year experience in pediatric gastroenterology , hepatology, and/or nutrition and one year full membership in APGNN is required to hold office in the Association.

Full membership also permits attendance at meetings and social events, consideration for scholarship funding, receipt of newsletters and membership directory, and listing in the membership directory. Section 5: Associate Membership Nursing students, foreign applicants, physicians, commercial company representatives, dietitians, physician’s assistants, or any person engaged in activities relevant to the practice of pediatric gastroenterology, hepatology and/or nutrition, or who works in the field of pediatric gastroenterology, hepatology and/or nutrition who does not meet the criteria for full membership may apply for associate. Application for associate membership shall be initiated by the candidate by submitting a membership application form to the Membership Chairperson of the Association. Section 6: Privileges of Associate Membership Associate membership permits attendance at meetings and social events, committee membership but cannot serve as chairperson, receipt of newsletter and membership directory, and listing in the membership directory, but not voting rights. Dues are assessed at two thirds the full membership fee. Section 7: Election to Membership The Membership Chairperson shall review all applications for membership. The Membership Chairperson will determine election to membership after minimum requirements are met on application, and will notify applicant of decision. In the event the Membership Chairperson cannot determine eligibility for membership based on a questionable application, the application will be sent to the Executive Board Members for a consensus decision. A decision in favor of membership following this review will require a majority vote by the Executive Board. Any applicant failing to receive an affirmative majority vote will have the opportunity to appeal to the Board of Directors. Section 8: Revocation of Membership If membership is not renewed (dues paid in full annually), membership will be revoked and a new application with payment would be required if continued membership is desired. Section 9: Membership Lists Membership lists will be provided free of charge for the purpose of notifying our members of educational opportunities. Selling of the membership list for $150.00 to vendors asking to purchase the APGNN list will be considered if the purpose is in keeping with the Association’s goals. This is to be determined by the Executive Board. ARTICLE III: EXECUTIVE OFFICERS AND BOARD OF DIRECTORS Section 1: Authority and Responsibility The Executive Officers and Board of Directors shall have supervision, control, and direction of the officers of this Association; shall determine its policies or changes therein; shall actively implement its purposes, and shall have discretion in the disbursement of its funds. It shall be the duty of the Board of Directors to supervise the affairs of the Association and to arrange for the Annual Meeting. It may adopt such rules and regulations for the conduct of its business as shall be deemed appropriate, and in the execution of the power granted, appoint such agents as it may deem necessary. Section 2: Composition The Executive Officers shall consist of a President, President-Elect, and Secretary/ Treasurer. The immediate Past President shall serve as a member of the Board, serve as advisor to the Board of Directors, and chair the Nominating Committee. There shall be ten (10) Directors. The directors shall include the President, President-Elect, Secretary/ Treasurer, immediate Past President, and six committee chairpersons.

Section 3: Eligibility Each candidate for Executive Officer in the Association shall have been a full member for one year preceding each election and have a minimum of one year experience in pediatric gastroenterology, hepatology and/or nutrition. Eligibility is to be verified by Membership Chair prior to placing their name on the ballot. Each candidate must be in good standing (dues paid to date and continued employment in the fields of gastroenterology, hepatology, and/or nutrition.) Section 4: Nominations The Nominating Committee shall submit a slate of no less than one (1) candidate for each office. Any exception to this mandate shall be approved by the Board. All nominees must have agreed to serve if elected before their names are placed on the ballot. Following presentation to the Board of Directors by the Nominating Committee, the ballot shall be sent to each voting member two months prior to the Annual Meeting. Section 5: Terms of Office All members of the Board shall assume office at the end of the Annual Meeting and maintain the position until their successor has assumed office. The Executive Officers of the Association shall be elected by the members for a two -year term except for that of the Secretary/Treasurer, which shall be three years. The President-Elect will automatically succeed to the Presidency for a two-year term. The immediate Past President shall serve as a member of the Board of Directors for two years. No person shall serve two successive terms as President. This is subject to vacancy. The terms of the Directors shall be two years except for the Secretary/Treasurer as previously stated. Of the Director positions, other than those of the Executive Officers and the immediate Past President, two positions will be replaced one year and three in the alternate year, in such manner in order to maintain the number of Directors as ten. No Director shall serve more than two (2) consecutive terms in the same office or more than six (6) consecutive years as an Executive Officer except the Secretary/Treasurer may serve no more than ten (10) consecutive years because this office is a 3-year term. Election shall be by mailed ballot, electronic ballot, or from majority vote at the Annual Business Meeting from the slate proposed by the Nominating Committee. Election will require a simple majority of those full members returning ballots. At least one- fourth of the full members must return ballots for an election to valid. Election results will be available prior to and announced during the Annual Meeting. Section 6: Duties and Powers President: The President shall be the chief elected office of the Association and shall preside at all meetings of the Association and of the Executive Officers and Board of Directors, shall appoint chairpersons of all special sub-committees, except as specified in these By-Laws, and shall be a member ex-officio of all committees except Nominating; shall communicate to the Association such matters and make such suggestions as may in his/her opinion tend to promote the welfare and increase the usefulness of the Association; and shall perform such other duties as are necessarily incident to the office. Past –President: The Past- President shall perform fundraising activities to support patient education materials, scholarship, and research endeavors, in addition to other duties as delegated by the President. President-Elect: The President-Elect shall perform all duties of the President in the absence or capacity of the President; shall perform the role of the parliamentarian at the Executive Officer and Board of Directors meetings; shall chair the By-Laws/Policy Committee (ad hoc); and shall perform all other duties as may be delegated by the President. Secretary/Treasurer: The Secretary/Treasurer shall accurately record the minutes of all meetings of the Executive Officers and Board of Directors; shall retain a book of minutes of all meetings of the Executive Officers and Board of Directors; shall make available the minutes to the members of the Executive Officers for review; shall excerpt and submit pertinent data from the minutes to the respective committee chairperson when applicable; and shall in general perform all other duties pertinent to the office of Secretary / Treasurer. They shall supervise the direction

of all financial affairs of this Association; shall present a report of the financial status of the Association at the meetings of the Executive Officers and Board of Directors. The Secretary/Treasurer shall manage all dues and reimburse Association costs at the discretion of the Board of Directors such duties as the President and/or Executive Officers and Board of Directors may from time to time prescribe. Each Director shall serve as a chair of a committee. There are to be six (6) Directors in addition to the Executive Officers. Section 7: Vacancy In the event that a vacancy occurs in the President position, the President-Elect will become President. If the President-Elect position becomes vacant, a new election is required. If the Secretary / Treasurer position becomes vacant, the Board of Directors may appoint a replacement for the duration of the term if the current term duration is one year or less; otherwise a new election will be held. In the event that a new election is required to fill these positions, the Nominating Committee will prepare the slate. Any vacancy occurring in the office of a Director may be filled by the Board of Directors for the duration of the term of office. Section 8: Quorum Six members of the Board of Directors shall constitute a quorum. One member must be an Executive Officer. ARTICLE IV: DUES Dues shall be assessed annually (January) in the amount stipulated by the Board of Directors and ratified by majority vote of the membership at the Annual Meeting, by mailed ballot, or by electronic voting. A dues notice will accompany the letter of acceptance for new members. For new members joining AFTER annual conference (October), the membership fee will be counted towards the upcoming full year’s dues as opposed to satisfying the current year’s dues with an automatic required renewal in January. ARTICLE V: MEETINGS Section 1: The Association will hold the Annual Meeting at a time and place to be decided by the Board of Directors. Section 2: The Business Meeting of the Association will be held annually at the time of the Annual Meeting. Changes in procedures shall require a majority vote of those full members voting at the meeting or returning ballots if a mail ballot is used. A quorum for official voting either at the meeting or by mail ballot shall consist of at least one- fourth of the full members. ARTICLE VI: COMMITTEES Section 1: The Nominating Committee will consist of a chairperson and members. Only one (1) of the committee members should be a Board member, who shall be the Past President unless unavailable. The committee members should be selected from various geographic regions. The committee will seek nominations for Officers and the Board of Directors from the Association’s membership. The list of candidates will be submitted to the Board for approval and mailed to the membership for voting. Section 2: The Patient and Family Education Committee will consist of a chairperson and members. The chairperson will serve a two- year term. Upon election, the chairperson will agree to remain on the committee for a minimum of one year following completion of the term to act as a mentor for the new chairperson.

The purpose of this committee will be to coordinate patient education activities and distribute information related to patient education. Section 3: The Professional Development: Research and Publication Committee will consist of a chairperson and members. The chairperson will serve a two-year term. Upon election, the chairperson will agree to remain on the committee for a minimum of one year following completion of the term to act as a mentor for the new chairperson. The purpose of this committee will be to coordinate professional education activities, including activities to promote research among association members. Section 4: The Membership Committee shall consist of a chairperson and members. The chairperson will serve a two- year term. Upon election, the chairperson will agree to remain on the committee for a minimum of one year following completion of the term to act as a mentor for the new chairperson. The chairperson will keep the membership list current along with an updated yearly membership directory that will be distributed annually. The purpose of the committee will be to review membership applications and to forward applications to the Board of Directors when unable to determine eligibility for membership based on a questionable application. Section 5: The Program Committee will consist of a chairperson and members. The chairperson will serve a two-year term. Upon election, the chairperson will agree to remain on the committee for a minimum of one year following completion of the term to act as a mentor for the new chairperson. The purpose of this committee will be to design and approve the Association’s education programs. Section 6: The Newsletter Committee will consist of a chairperson and members. The chairperson will serve a two-year term. Upon election, the chairperson will agree to remain on the committee for a minimum of one year following completion of the term to act as a mentor for the new chair person. The purpose of the committee will be to publish quarterly newsletters, to maintain the APGNN website, and direct all media related events under the discretion of the Executive Board. Section 7: The Practice Committee will consist of a chairperson and members. The chairperson will serve a two-year term. Upon election, the chairperson will agree to remain on the committee for a minimum of one year following completion of the term to act as a mentor for the new chairperson. The purpose of this committee will be to coordinate clinical activities and to review abstract submissions that fall into the category of clinical practice. Section 8: The President and Board of Directors may appoint additional committees as may be required to conduct the activities of the Association. Each committee should consist of a chairperson and members. All committee members should be from diverse specialty areas and geographic regions, if possible. ARTICLE VII: SCHOLARSHIP AWARDS The Board of Directors may set aside a portion of the Association’s funds to be allocated for the purpose of allowing members to attend educational conferences. The amount will be determined according to the financial means of the Association on a yearly basis. Applicants will be considered for scholarship funds based on financial need, active membership in the Association, creative participation on the Executive Board or a committee, and participation in the educational conference (i.e. submission of an abstract or presentation).

ARTICLE VIII: AMENDMENTS Any amendment of these By-Laws must be proposed in writing to the Board of Directors. The amendment must be submitted to the membership with a mailed or electronic ballot, or majority vote at the Annual Business Meeting and any such amendment shall require for its adoption an affirmative majority vote. At least one-fourth of the full members must have returned ballots for the vote to be considered final. ARTICLE IX: DISSOLUTION OF THE ASSOCIATION Dissolution of the Association shall be accomplished by a one-fourth ballot of the full membership upon recommendation by the Board of Directors. In the event of dissolution, and in accordance with laws of the state of incorporation, all assets remaining after payment of its obligations shall be distributed by the Board of Directors to other associations operated for purposes consistent with the Association. Adopted by: Ryan Shonce MSN, FNP-C Diane Kocovsky MS, APRN Rosemary Pauley-Hunter MS, APRN Amy Donegan MS, APN