GEORGIA FAITH COMMUNITY NURSES ASSOCIATION
Article I Name, Location and Offices
The legal name of this corporation is the Georgia Faith Community Nurses Association (GFCNA), a private non-profit organization incorporated under the laws of Georgia.
The Corporation shall have a registered office in the State of Georgia, and shall have a registered agent whose address is identical with the address of such registered office, in accordance with the requirements of the Georgia Nonprofit Corporation Code.
The initial registered agent shall be Martha Kimbrell, and the initial registered office shall be 2060 Keeneland Drive, Watkinsville, GA 30677. The official registered office of GFCNA was changed to 1071 Waterford Ct, Bogart, GA 30622 and Deborah Huckaby became the official registered agent. In January, 2016 the official registered office of GFCNA became 3874 Cherokee Ford, Gainesville, GA 30506, Lori Floyd became the official registered agent.
The Corporation may have offices at such place or places, within or outside the State of Georgia, as the Board of Directors may appoint from time to time or as the affairs of the corporation may require or make desirable.
No part of the net earnings of GFCNA shall inure to the benefit of, or be distributable to its members, officers, or other citizens, except that the GFCNA 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 II. Notwithstanding any other provision of these articles, GFCNA shall not engage in any activities or exercise any powers that are not in furtherance of the purposes of GFCNA.
GFCNA is a non-profit organization with an Employer Identification Number (EIN) obtained from the Department of the Treasury Internal Revenue Service.
Article II Purpose
The purpose of GFCNA is to preserve, support and advance the professional practice of faith community nursing in Georgia. Interested registered nurses come together to pray, witness, support, learn and share in the context of faith and health.
Faith community nursing is a specialty practice recognized by the American Nurses Association. A faith community nurse is a registered nurse who provides wholistic nursing care to faith community members of all ages, reclaiming the healing ministry of the congregation. This organization exists to share practice ideas in faith communities and to nurture personal spiritual development.
Article III Members
Registered nurses eligible for licensure in the state of Georgia are entitled to regular membership with full voting and membership benefits.
Health ministers and other supporting associate and professionals are eligible for associate membership without voting privileges. All other membership benefits are available to associate members as approved by the GFCNA Board.
Fees are set according to membership category by the Board of Directors. Applications with dues are submitted to the GFCNA Treasurer no later than 60 days following the beginning of the fiscal year.
Article IV Board of Directors
The Board of Directors shall consist of the Officers, the Director of Spiritual Development, and four at-large members. At-large members will serve for two years and are eligible for re-election up to two consecutive terms.
The Board of Directors shall determine administrative policies, manage the business of GFCNA between meetings of the organization, establish standing and ad hoc committees, and appoint membership to these committees. The Board of Directors shall establish and maintain working relationships with other organizations and shall review and revise the accounting system of GFCNA as needed.
The Board of Directors shall meet at least quarterly. Board members may participate in meetings by conference call.
A majority of the voting members of the board of directors responding shall constitute a quorum for transaction of business.
Issues that arise in between meetings may be conducted and voted on by email, electronic media or conference call.
Article V Officers
Section 1 - Officers
The officers of GFCNA shall be President, Vice President, Secretary, Treasurer and Director of Spiritual Development, must be in good standing of GFCNA.
Section 2-Terms of Office
President will serve two years after serving one term as Vice President. Past Presidents may serve for two years as ex-officio (non-voting) members of the Board of Directors except the Founding President who shall become the President Emeritus and serve indefinitely as an ex officio member of the Board of Directors. A Past President can be re-elected after a minimum of one term.
The Vice President will serve one - two years before becoming President.
The Secretary and Treasurer will serve for two years and up to two consecutive terms.
The Director of Spiritual Development will serve for two years and may be elected by the Board for up to two consecutive terms.
The president shall preside at all meetings of the association, the board of directors, and the executive committee. The president shall be anex officio member of all standing committees of the association.
The vice president will chair committees on special subjects as designated by the board and shall serve as association parliamentarian.
The secretary shall be responsible for recording all regular and special meeting minutes and all correspondence for GFCNA.
The treasurer shall receive all monies for GFCNA, registration fees and dues, and other association funds; keep a record of deposits and expenditures as authorized by the membership; submit an annual financial statement and any additional duties & instructions of the Board. The treasurer will be responsible to maintain the Professional Licenses and Standards as issued by the Georgia Secretary of State Professional Licensure. The treasurer will be required to have Board approval for expenditures over five hundred dollars ($500.) A review of the records will be performed annually or when the treasurer changes.
The Director of Spiritual Development shall assist the membership to operationalize the spiritual component of faith community nursing. The Director of Spiritual Development shall demonstrate spiritual maturity and experience in nurturing the members’ spiritual development. The Director of Spiritual Development will be responsible for the annual retreat and prayer at membership meetings.
· In the event of a vacancy in any position, the Board of Directors shall appoint a replacement to serve for the remainder of the term. An election will be held for that position at the next annual membership meeting.
ARTICLE VI – Vacancies
In the event of a vacancy in any position, the Board of Directors shall appoint a replacement to serve for the remainder of the term. An election shall be held for that position at the next annual membership meeting.
ARTICLE VII – Elections
The Presidency is filled by a duly elected vice president once the vice president term is served.The Vice President, the Secretary and two at large board members shall be elected in even years; the Treasurer and two at-large board members shall be elected in odd years. The Director of Spiritual Development shall be elected for two years beginning in 2013. Officers and Board members shall take office at the beginning of the fiscal year. The fiscal year shall be from January 1 to December 31.
The Nominating Committee shall receive nominations of qualified nominees, and select and prepare a slate of nominees to be presented at the third quarter meeting or in writing/electronically at least 30 days prior to the annual meeting for election.
Regular members in good standing (paid) will be eligible to vote on the slate of candidates. Every regular member shall have the right to cast one vote in person, by proxy, by mailed vote, or by electronically submitted vote, provided the secretary receives these votes no later than 8:00 a.m. (EST) on the date of the meeting.
A candidate receiving a majority of the vote for any office shall be declared elected. The results of the election will be announced at the conclusion of the voting.
ARTICLE VIII – Meetings
GFCNA membership shall meet at least annually as established by the Board of Directors and as needed.
The election of officers and board of directors will take place at the annual membership meeting. Meeting date and location will be made known to membership at least 60 days prior to meeting. Meetings are open to interested persons, but only regular members in good standing may vote. Fees may be assessed for meals and the educational component of meetings.
A majority of the voting members shall constitute a quorum for the transaction of business.
ARTICLE IX – Committees
The Board of Directors may create committees as needed. There shall be four standing committees -- Executive, Education, Nominating, and Spirituality Committees. The Board President appoints chairs for all committees.
Executive Committee: The officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors to conduct the ordinary business.
Education Committee: The Education Committee is responsible for planning the educational component of the membership meetings and a faith health seminar for faith community nurses on an annual basis. The Education Committee coordinates, plans programs and applies for continuing education credit as able for all programs offered.
Nominating Committee: The Nominating Committee shall consist of at least three members. The Nominating Committee shall be responsible for developing a slate of candidates for officers, board of directors, and nominating committee to be presented at the annual membership meeting. The committee will be responsible for obtaining a verbal consent-to-run for each position.
Spirituality Committee: The Director of Spiritual Development is the chair of the Spirituality Committee. The Spirituality Committee is responsible for planning and implementing the annual retreat and the Theological Reflection/prayer period at the beginning of all GFCNA meeting.
Special Committees: The Board of Directors may create special committees from time to time to complete a specific project, such as, bylaws’ revision, and other tasks.
ARTICLE X – Amendments
These bylaws may be amended at any regular meeting by a two-thirds vote of majority of regular GFCNA members present and voting, providing all proposed amendments have been provided to members thirty days prior to the regular meeting.
These bylaws may be amended at any regular meeting by unanimous vote of regular GFCNA members present and voting without previous notice.
ARTICLE XI – Parliamentary Authority
The rules contained in “Roberts Rules of Order Revised” shall govern meetings of the GFCNA in all cases in which they are applicable and are not inconsistent with these bylaws.
ARTICLE XII – Dissolution and Assets
Upon the dissolution of the GFCNA, assets shall be distributed to Church Health Center of Memphis, Tennessee for services to Faith Community Nurses.