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BYLAWS OF THE

EASTERN NORTH CAROLINA CHAPTER OF THE

AMERICAN ASSOCIATION OF LEGAL NURSE CONSULTANTS (AALNC)

ARTICLE I

NAME

The name of the chapter will be the Eastern North Carolina Chapter of the American Association of Legal Nurse Consultants.

ARTICLE II

PURPOSES

Section 1. Purpose

The purposes of the Chapter are to:

A. Promote scope of practice and standards for legal nurse consulting

B. Promote the professional advancement of registered nurses practicing in a consulting capacity within the legal arena

C. Provide a resource for information on matters relating to legal aspects of nursing and health care law

D. Promote and/or provide continuing education in legal nurse consulting

E. Provide a forum for networking and discussion of issues in the field of legal nurse consulting

F. Participate in the process of monitoring and influencing state legislation and regulations

G. Provide opportunities to develop chapter leadership skills

H. Perform any and all such other acts that are necessary, convenient and proper to the attainment of these purposes.

Section 2. Rules

The following rules shall conclusively bind the Chapter and all persons acting for or on behalf of it:

A. No part of the net earnings of the Chapter shall inure to the benefit of, or be distributable to, its trustees, officers, or other private persons, except that the Chapter 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 herein. Notwithstanding any other provision of these bylaws, the Chapter shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

B. Upon the dissolution of the Chapter, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the Chapter, send all remaining funds to the national office of the American Association of Legal Nurse Consultants along with all meeting minutes and financial records.

ARTICLE III

MEMBERSHIP

Section 1. Classes of Membership

Membership of the Chapter shall be composed of Active, Associate, and Sustaining members, all

of whom agree to support the Chapter's purposes and abide by these Bylaws and such other rules

and regulations as the Board of Directors may adopt. Members in all classes may attend

membership meetings.

A. Active Membership

1. A registered nurse who maintains active licensure in the United States or its possessions and currently provides consultation on healthcare issues within the legal arena.

2. Active members must hold current membership in the national organization, the American Association of Legal Nurse Consultants.

3. Active members may vote, hold office, serve on committees, and partake of all other benefits of membership as may be determined from time to time by the Board of Directors.

B. Associate Membership

1. Any registered nurse who maintains active licensure in the United States or its possessions and has an interest in medical/legal issues.

2. Associate members must hold current membership in the national organization,

the American Association of Legal Nurse Consultants.

C. Sustaining Membership

Sustaining membership may be granted to non-registered nurses or groups with an interest in the goals and activities of the Chapter.

Section 2. Application

Any person submitting an application for membership shall be approved for membership under procedures established by the Board of Directors.

Section 3. Voting Rights

A. Each Active Member shall be entitled to vote on all matters coming before the membership.

B. Members in all other classes may participate in debates but shall not vote nor hold office.

Section 4. Dues and Assessments

The initial and annual dues for each class of member of the Chapter and the time for paying such dues and other assessments, if any, shall be determined from time to time by the Board of Directors. The Chapter shall not refund any portion of dues or assessments paid by an individual during the period of his/her membership in the Chapter.

Section 5. Resignation

Members may resign from the Chapter at any time by giving written notice to the Secretary.

Section 6. Discipline

Any member who becomes ineligible for membership or who shall be in default in the payment of any dues or assessments shall automatically lose his/her voting rights, and if such ineligibility or default is not corrected within 60 days, his/her membership shall be terminated. In special circumstances, such termination may be delayed by the Board of Directors.

Section 7. Forfeiture

Membership of an individual shall be automatically terminated for:

A. Not meeting membership criteria

B. Non-payment of dues.

ARTICLE IV

MEMBERSHIP MEETINGS

Section 1. Regular Meetings

Regular Meetings of the members shall be held a minimum of two times per year.

Section 2. Annual Meeting

An Annual Meeting of the members for receiving reports, and for such other business as may properly come before the members, shall be held at such day, time, and place as may be determined by the Board of Directors.

Section 3. Special Meeting

A. A Special Meeting of the members may be called by the President or by a majority of the Board of Directors.

B. In addition, a Special Meeting of the members shall be called upon written application of twenty-five percent (25%) of the Active Members.

C. No business shall be transacted at a Special Meeting except that stated in the notice of such meeting and for which there is a quorum present per Article IV, Section 5.

Section 5. Notice

Notice of the Annual Meeting and any Special Meetings shall state the time, date, and place of the meeting and shall be mailed no fewer than 30 days prior to the meeting.

Section 5. Quorum

The presence in person of 20% of the Active Members of the Chapter shall constitute a quorum for the conduct of business at Regular, Annual or Special Meetings including at least two Directors, one of who shall be the President or President-elect.

Section 6. Manner of Acting

The act of a majority of the members present and eligible to vote at a membership meeting at which a quorum is present per Article IV, Section 5 shall be the act of the membership, except where otherwise provided by law or by these Bylaws.

Section 7. Official Record

An official written record of meetings will be made.

ARTICLE V

BOARD OF DIRECTORS

Section 1. Composition and General Powers

A. The Board of Directors shall constitute the planning body of the Chapter.

B. The Board of Directors shall comprise the President, President-elect, Secretary, and Treasurer or Secretary/Treasurer, Past President, and a minimum of three (3) directors-at-large. (More than 3 directors are determined by the Board of Directors).

C. The Board of Directors shall have supervision, control, and direction of the affairs of the Chapter; shall determine its policies or changes therein within the limits of these Bylaws; and shall actively prosecute its purposes and have discretion in the disbursement of its funds.

D. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, create such committees and appoint such agents as it may consider necessary.

Section 2. Qualifications and Term of Office of Directors-at-Large

The at-large members of the Board of Directors shall be Active Members of the Chapter and shall serve a two-year term of office or until a successor has been elected and assumes office.

Section 3. Regular Meetings

The Board of Directors may provide, by resolution, the time, date, and place for holding the Regular Meeting and additional meetings of the Board of Directors without other notice than such resolution.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or by the President upon written request of a majority of the Board of Directors, and shall be held only upon seven (7) days notice to all Board members.

Section 5. Quorum

A majority of the Board of Directors, two (2) of whom are officers with one being the President or President-elect shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the Directors are present, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 6. Manner of Acting

The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws.

Section 7. Resignation or Removal

A. Any member of the Board of Directors may resign at any time by giving written notice to the President.

B. Any member of the Board of Directors may be removed by a majority vote of the Board of Directors whenever, in their judgment, the best interests of the Chapter would be served thereby.

Section 8. Telephone Conferences

Members of the Board of Directors, or of any committee designated by the Board of Directors, may take any action permitted or authorized by these Bylaws by means of any conference telephone or similar telecommunications equipment through which all participants in the meeting can communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Section 9. Mail, Fax, Electronic Vote

A. In addition to actions taken by the Board of Directors as specified in Article V, Section 6, any action requiring a vote of the Board of Directors may be taken by mail, fax, or electronic ballot. This action must be ratified at the next meeting of the Board of Directors.

B. An action taken in such manner of voting shall be sent in writing to the Secretary and filed with the records of the Board of Directors’ meetings.

Section 10. Vacancy

Any vacancy of a director-at-large position for any reason shall be filled by the Board of Directors. A director selected according to this provision shall serve the unexpired portion of the term until his or her successor has been duly elected and qualified pursuant to the election procedures set forth in Article VIII.

ARTICLE VI

OFFICERS

Section 1. Officers

The officers of the Chapter shall be a President, a President-elect, a Past President, a Secretary, and a Treasurer or a Secretary/Treasurer.

Section 2. Qualifications and Terms of Office

A. Any Active Member in good standing will be eligible for elective office. In addition, the President-elect shall have served a minimum of one term on the Board of Directors within the last five (5) years.

B. The President, President-elect, and Past President serve one (1) term of one year in each of these offices.

C. The term of office for the Secretary and Treasurer or the Secretary/Treasurer is two (2) years, and no one may serve more than two (2) consecutive terms.

D. Each officer shall serve until a successor has been duly elected and qualified.

Section 3. President

A. Shall be the principal executive officer of the Chapter and shall, in general, supervise and control all of the affairs of the Chapter.

B. Shall preside over all meetings of the Chapter and the Executive Committee.

C. Shall be a member ex-officio of every committee of the Chapter, except the Nominating Committee, and shall serve as Chair of the Executive Committee.

D. Shall appoint all committee chairs and members except as otherwise provided in these bylaws.

E. Shall perform duties as set down in the bylaws or as prescribed in procedures manual adopted by the Board of Directors.

F. Shall submit to AALNC written reports as required.

Section 4. President-elect

A. Shall become familiar with the duties of President and perform such duties as may be delegated to him/her by the President or the Board of Directors in the event of the absence, inability or refusal to act of the President

B. Shall succeed to the office of President for the unexpired term in the event of a vacancy in that office.

C. Shall perform the duties of the President, and when so acting, shall have all of the powers of and be subject to all of the restrictions on the President.

D. Shall assume other duties assigned by the bylaws or Board of Directors.

Section 5. Secretary (Secretary/Treasurer)

A. Shall be custodian of records.

B. Shall keep or cause to be kept at the principal office of the Chapter a record of all proceedings of the Chapter and of the mailing address of each member;

C. Shall see that all notices are duly given in accordance with applicable law, the Articles of Incorporation, and these Bylaws.

D. Shall record the minutes of all meetings of the Board of Directors and membership.

E. Shall notify all nominees for elective office in writing of election results.

F. Shall notify AALNC in writing names and address of officers/directors within 30 days of election or change in officer/directors.

G. Shall conduct the correspondence of Chapter business.

H. Shall perform all duties customarily incident to the office of Secretary and such other duties as may be assigned from time to time by the President or Board of Directors.

Section 6. Treasurer (Secretary/Treasurer)

A. Shall be the principal financial officer of the Chapter and shall have charge of and be responsible for the maintenance of adequate books of account for the Chapter.

B. Shall have charge and custody of all funds and securities of the Chapter, and be responsible therefore, and for the receipt and disbursement thereof.

C. Shall deposit all such monies in the name of the Chapter in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws.

D. Shall submit an annual financial report at the Annual Meeting of the Membership.

E. Shall submit a written report at each Board of Directors meeting.

F. Shall monitor the financial performance of the association.

G. Shall submit an annual budget for approval by the Board of Directors.

H. Shall in general perform all the duties incident to the office of treasurer and such other duties as may be assigned from time to time by the President or Board of Directors.

Section 7. Past President

The primary responsibility of the immediate Past President is to serve in an advisory capacity as a voting member of the Board of Directors.

Section 8. Vacancy

A. A vacancy of the office of President shall be filled by the President-elect, as set forth in Article VI, Section 4.

B. Any vacancy occurring among the other officers or directors-at-large for any reason shall be filled by a majority vote of the Board of Directors.

C. Any officer selected according to this provision shall serve the unexpired portion of the term until his or her successor has been duly elected and qualified pursuant to the election procedures set forth in Article VI, Section 2.

ARTICLE VII

COMMITTEES

Section 1. Executive Committee

The Executive Committee shall consist of the officers of the Chapter, and shall exercise all powers and authority of the Board of Directors during the periods between meetings of the Board.

Section 2. Standing Committees

The Chapter shall also maintain any other standing committees as may be determined from time to time by the Board of Directors.

Section 3. Special Committees

A. Special committees may be established as needed from time to time by the Board of Directors.

B. Such special committees shall limit their activities to the purposes for which they were created and shall be dissolved upon the completion of their appointed tasks.

Section 4. Committee Membership

A. All Chapter members in good standing may serve on Chapter committees.

B. All members of committees shall be appointed by the President.

Section 5. Term of Office

Each member of a committee shall continue as such until his/her successor has been duly appointed by a new President or elected by the Membership, as the case may be, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.

Section 6. Chair

One member of each committee shall be appointed Chair by the President of the Chapter.

Section 7. Quorum

Unless otherwise provided by resolution of the Executive Committee or of the Board designating the committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee.

Section 8. Minutes

Minutes or action notes of all committee meetings shall be made and provided to the Secretary of the Chapter.

Section 9. Rules

Each committee may adopt rules for its own governance consistent with these Bylaws and with rules adopted by the Board of Directors.

Section 10. Vacancy

Vacancy in the membership of any committee may be filled by appointment of the President with approval by the Board of Directors.

ARTICLE VIII

NOMINATIONS AND ELECTION

Section 1. Nominating Committee

The Nominating Committee shall consist of one member in good-standing appointed by the Board of Directors in the even calendar year and one member elected by the membership in the odd calendar year, both of whom shall serve for a two (2) year term.

Section 2. Duties

A. The committee shall request that members recommend the names of candidates for each elective position.

B. The committee shall consider the qualifications (of all candidates) proposed by the membership or by members of the Nominating Committee and shall select nominees for each office and vacancy on the Nominating Committee.

C. The consent of all persons whose names appear on the ballot shall be secured.

D. A ballot shall be prepared with the placement of names chosen by lot.

Section 3. Preparation of the Ballot

A. The ballot shall consist of names of all qualified nominees.

B. No member shall be a candidate for more than one (1) position.

C. In the event that a member is nominated and qualifies for more than one (1) position, the member shall select a position for which to be nominated.

Section 4. Nominees

Elections shall be held as follows:

A. In odd-numbered calendar years, the ballot shall contain nominees for the office of Treasurer, a minimum of one (1) Director, and one (1) member of the Nominating Committee.

B. In the even-numbered calendar years, the ballot shall contain nominees for the office of Secretary and a minimum of two (2) Directors.

Section 5. Election

All elections shall be by ballot prepared by the Nominating Committee as follows:

A. Elections will be held every year by mail ballot of the Active Members.

B. The ballot, together with directions and the accompanying documents of each candidate nominee, according to section 4 above, shall be mailed thirty (30) days before the Annual Meeting.

C. The sealed official envelope containing the marked ballot shall be returned by mail to the Chairman of the Nominating Committee not later than fifteen (15) days before the Annual Meeting and counted together by both members of the Nominating Committee.

D. The Nominating Committee Chair shall notify the President in writing of the results of the election and the President shall notify the Board of Directors.

E. The full report of the election shall be read at the Annual Meeting by the Chairperson of the Nominating Committee at which time those elected shall be inducted into office.

F. A plurality of votes shall elect. In event of a tie vote, a decision shall be determined by lot administered by the Nominating Committee.

G. The President-elect shall be selected by a majority of the Board of Directors from a slate of candidate nominees presented by the Nominating Committee prior to the Annual Meeting.

Section 6. Vacancy

Should a member of the Nominating Committee become a nominee for office, that person shall resign the Committee. Any vacancy on the Nominating Committee shall be filled by a vote of the Board of Directors.

ARTICLE IX

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts

The Executive Committee may authorize in writing any officer or officers, agent or agents of the Chapter, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc

A. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Chapter shall be signed by such officers, agent, or agents of the Chapter and in such manner as shall from time to time be determined by resolution of the Executive Committee.

B. In the absence of such determination by the Executive Committee, such instruments shall be signed by the Treasurer and countersigned by the President or the Secretary of the Chapter.

Section 3. Deposits

All funds of the Chapter shall be deposited from time to time to the credit of the Chapter in such banks, trust companies, or other depositories as the Executive Committee may select.

Section 4. Bonding

The Board of Directors may provide for the bonding of such officers of the Chapter as it may from time to time determine.

Section 5. Gifts

The Executive Committee may accept on behalf of the Chapter any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Chapter.

ARTICLE X

BOOKS AND RECORDS

Section 1. Maintenance

The Chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors, Executive Committee, and Committees having any of the authority of the Board of Directors.

Section 2. Inspection

All books and records of the Chapter may be inspected by any member at the principal office at any reasonable time.

Section 3. Annual Report

Within thirty (30) days of the end of the fiscal year, the Chapter shall provide to the national office and make available to any member upon request, a report of the assets and liabilities of the Chapter as of the end of the fiscal year and the principal changes in assets and liabilities during the year; the revenue and expenses of the Chapter during the fiscal year; any other information required by the national office.

ARTICLE XI

FISCAL YEAR

The fiscal year of the Chapter shall end on December 31st.

ARTICLE XII

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions of AALNC’s Articles of Organization or the Bylaws of the Chapter, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII

AMENDMENTS TO BYLAWS

Section 1. Amendments

A. These Bylaws may be amended at any Annual, Regular, or Special meeting by 2/3 vote of the members present and entitled to vote provided the substance of any such amendment has been approved by a two-thirds (2/3) vote of the Board of Directors, has been approved by AALNC, and has been mailed to each voting member at least 30 days in advance.

B. These bylaws may be amended at any Annual, Regular, or Special meeting, without previous notice, by a ninety-nine percent (99%) of all members present and voting, provided the proposed amendments shall have been approved by the Board of Directors.

Section 2. Effect

Any changes to the AALNC bylaws adopted at any Annual Meeting or Special Meeting which directly relates to the business of ENC-LNC shall automatically and immediately effect the necessary amendments to these bylaws.

Article XIV

RULES

Parliamentary Authority Roberts Rules of Order Newly Revised shall govern the proceedings of this association, in all cases not provided for in these bylaws or procedure manual.

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