ARTICLE V - GOVERNMENT

SECTION 1 OFFICERS

A. ENUMERATION - The officers of this Association shall consist of the President, President -Elect. Secretary. Treasurer, and six (6) additional persons as "Elected Directors" who shall be elected in accordance with section 2 of this Article. The ten individuals elected to such offices shall constitute the Board of Directors of the Association

B. TERM OF OFFICE
(1) The regular term of office shall begin immediately following the annual meeting of members at which such officers are elected.

(2) The officers shall be elected by ballots mailed to all active members. The President-elect is elected annually and serves a one-year term. Commencing in 2006, the Secretary will be elected in even years for a two-year term. The Treasurer will be elected in 2006 for a one-year term. Commencing in 2007, the Treasurer will be elected in odd years for a two-year term

C. ELIGIBILITY FOR OFFICE
(1) No person shall be eligible for the office of President or President-Elect who has not served on the Board of Directors of this Association for at least one (1) year.

(2) Any active member will be eligible to serve on the Board of Directors.

(3) No officer or member of the Board of Directors of the American Association of Nurse Anesthetists may hold office in this Association. In the event that an officer or member of the Board of Directors accepts an office in the national association he automatically becomes ineligible to continue to hold office in this Association and a vacancy in such office is thereby created.

D. DUTIES OF OFFICERS

(1) The President is the principal executive officer of this Association and shall:
a. Preside at meetings of members of this Association and the Board of Directors
b. Appoint standing and special committees within 30 days of the annual meeting. The appointments are subject to approval by The Board of Directors.
c. Serve as a member ex-officio of all committees, excepting the Nominating Committee.
d. Prepare and read at each annual meeting of the Association a report of the work of the year.
e. Serve as an Association representative to the Massachusetts Council of Nursing Organizations and the Alliance of Nurses in the Expanded Role. The attendance to these meetings to be shared with the President-Elect or designee.
f. Approve bills before payment is made by the Treasurer.
g. Represent this Association at AANA annual meetings and Assemblies of States and NEANA Board of Directors.
h. Appoint tellers and registrars prior to voting.
i. Keep the President -Elect informed of Association affairs.

(2) The President-Elect shall:
a. Assume the duties of the President in the event of the latter’s absence or inability to serve.
b. Be responsible for the preparation of annual history of the Association.
c. Be responsible for the important records of this Association, i.e., Committee reports. Annual reports, and Standing Rules.
d. Represent this Association as designated by the president to the Massachusetts Council of Nursing Organizations and/or the Alliance of Nurses in the Expanded Role.
e. Perform such other duties, as the Board of Directors shall, from time to time designate.

(3) The Secretary is the chief recording officer of the Association and shall:
a. Record all votes and proceedings of the meetings of the members of the Association and of the Board of Directors.
b. Notify officers of their elections and members of their committee appointments.
c. Send to the Executive Director of the American Association of Nurse Anesthetists, names and addresses of officers and members of the Board of Directors after their elections, and the roster of committees’ appointments.
d. Notify members of meetings.
e. Notify members of the Board of Directors of meetings of the Board.
f. Send copies of important correspondence and information regarding matters of general business of the Association to the President.
g. Keep an alphabetical list of names and addresses of members.
h. Send the minutes of meetings of the BOD to each Board member one week prior to the next scheduled meeting either by mail or electronically.

(4) The Treasurer is the chief financial officer of this Association and shall:
a. Remit dues to the secretary of the New England Assembly Nurse Anesthetists.
b. Receive monies of this Association, pay bills, and disburse funds as directed by the Board of Directors.
c. Upon request by the Board of Directors furnish a written financial statement
d. Furnish an audited financial statement at the annual meeting.

(5) ADDITIONAL DUTIES: In addition to the foregoing specified duties, the duties of the officers shall be such as their titles, by general usage would indicate, and such as may be assigned to them by the Board of Directors.

(6) ASSOCIATION PROPERTY: Each officer shall deliver any association property and records to a successor or to the President within one (1) month after expiration of this term.

(7) BOND: Any officer may be required by the Board of Directors to give bond for the faithful performance of his duties to the Association in such amount and with such sureties as the Board of Directors may determine.

SECTION 2. BOARD OF DIRECTORS

A. TERMS OF OFFICE
For the purpose of their term of office only, the Directors to be elected by the members (the "Elected Directors") shall be divided into two classes of three persons each, each Director to hold office until the second annual meeting of members next following his election to office, and thereafter until successors are elected and qualified. The elected Directors of one of such two classes shall stand for election at the 2004 annual meeting for a term as aforesaid and the Elected Directors of the remaining class shall stand for election at the 2005 annual meeting for a term as aforesaid. The term of office of the two classes shall thereafter expire in alternating years.

B. ASSOCIATIVE NON-VOTING MEMBERS
(1) Students- There shall be two SRNA representatives from each Massachusetts School of Nurse Anesthesia. Wherever possible, one student from each school should be a Junior and one should be a Senior.

(2) Inactive CRNA-There shall be one inactive CRNA who is appointed by the President with the approval of the Board of Directors

C. MEETINGS
(1) The Board of Directors shall meet without prior notice immediately preceding and immediately following the annual meeting of members.

(2) Meetings of the Board of Directors may be called by the President at such times as the business of the Association may require, or upon written request of a quorum of the Board of Directors filed with an officer of the Association.

(3) Meetings may be in person, conference call, or other electronic medium.

(4) A majority of the members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors At any meeting at which a quorum is present, the action of the Directors on any matter brought before the meeting shall be decided by the vote of a majority of those present and voting.

(5) Any action by the Directors may be taken without a meeting if a written or verbal consent by the majority of the quorum of the members of the Board of Directors and filed with the records of the meeting, Such consent shall he treated as a vote of the Directors for all purposes.

(6) Notice of any meeting of the Directors held pursuant to (2) above shall be given by the Secretary to each Director, by mailing to him, postage prepaid, and addressed to him at his last known home or business address, a written notice of such meeting at least 4 days before the meeting or by delivering such notice to him at least forty-eight hours before the meeting or, by prepaid telegram addressed to him at such address, notice of such meeting, or by notice given by any other technological means (e-mail, fax or phone) at least forty eight hours in advance of the meeting. If the Secretary fails for more than twenty-four hours after the receipt of the call to give notice of such meeting, such notice may be given by the officer or one of the Directors calling the meeting. Notice need not be given to any Director if a waiver of notice in writing or by telegram, executed by him before or after the meeting, is filed with the records of the meeting, or to any Director who is present in person at the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of a Directors’ meeting need not specify the purposes of the meeting.

D. DUTIES
The Board of Directors shall have the control and management of the Association, its property and activities and without limiting the generality of the foregoing; the Board of Directors shall have the following duties:

(1) Selection of place for the deposit of funds.

(2) Provide for auditing of the books at the end of the fiscal year or at such times as the Board of Directors may deem advisable.

(3) Prescribe the amount of expenses that shall be allowed for speakers at annual and regular meetings and amounts to be allowed toward defraying expenses of representatives to the annual meeting of the American Association of Nurse Anesthetists or to other meetings.

(4) Conduct the general business of this Association,

(5) Conduct business between meetings by mail or other means of communication.

(6) Fill vacancies of the Board of Directors, with the exception of the office of President, the member so elected to serve for the remainder of the unexpired term of his predecessor, subject to all other provisions of these by-laws. (In the event of a vacancy in the office of President, the President-Elect shall become President and the Board of Directors shall elect another President-Elect.) In the event that a member of a committee fails to fulfill his duties to the satisfaction of the Board of Directors, the Board of Directors may select a replacement, provided that only the members of the Association may remove a member of the Nominating Committee.