Section 1. Name
The name of this organization shall be the New Jersey Emergency Nurse’s Association (NJENA) the New Jersey State Council of ENA, hereafter referred to as New Jersey State Council, a not-for-profit organization in the state of New Jersey
Section 1. Purpose
NJENA is affiliated with the Emergency Nurses Association (ENA) at the State Level, chartered by the National Association (ENA), to implement its philosophy, objectives, and leadership at the State level, as well as to coordinate the professional activities of the chapters within the State in liaison with the National Level (ENA): General Assembly and the Board of Directors (ENA).
State Councils shall act in accordance with the Bylaws and Procedures established by the National Association (ENA).
NJENA will function as the specialty nursing organization for professional nurses committed to the advancement of emergency nursing.
NJENA parallels ENA’s mission and vision for emergency nursing and emergency care.
This corporation is organized and operated exclusively for educational purposes within the meaning of IRC Section 501(c) (3).
Section 1. Value Statements
All individuals have a right to:
quality emergency care delivered with compassion by registered nurses.
A respect for diversity.
prevention of illness injury and promotion of wellness
the care of an emergency registered nurse
The discipline of emergency nursing includes:
a defined and evolving body of knowledge based on research.
continuing education, professional development, and advocacy
nursing practice that is both independent and collaborative.
Section 2. Objectives
To promote and implement the philosophy and objectives of the Emergency Nurses Association.
To provide leadership by identifying and addressing issues affecting emergency care and emergency nursing practice through education and research.
To work collaboratively with other health related organizations toward the improvement of emergency care.
To serve as a resource for emergency nursing education and research.
To promote standards of excellence for emergency nursing practice.
To develop and disseminate education and research resources toward the defined standards.
To identify and address emergency nursing issues.
To serve as a patient advocate for the consumer through public education and other mechanisms.
To affirm the philosophy of the ANA and ENA Code of Ethics.
Promote the common interests of the Association’s members, and to improve the business conditions for emergency nurses within the health care industry.
To provide and promote continuing education opportunities.
To implement ENA Bylaws and Resolutions at the state level.
To liaison with other professional organizations and agencies such as :
American Nurses Association via the NJ State Nurses Association
NJ American College of Emergency Physicians (ACEP)
Specialty Nursing Organizations
NJ Hospital Association
NJ State Board of Nursing
NJ State Department of Health
Emergency Medical Services
Section 1. Limitations
No part of the net earnings of NJENA shall inure (put into practice) to the benefit of any private individual.
Further, no part of the income shall be distributed to its members, directors, or officers, provided that the payment of reasonable compensation for services rendered shall not be deemed a distribution of income.
NJENA shall not participate in or intervene in a political campaign on behalf of a candidate for public office.
NJENA shall not engage in any activity which would disqualify it from being exempt from taxation under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended or any subsequent law of the United States of America.
Section 1. Charter
A formal charter certificate is issued by the ENA allowing the New Jersey State Council to function as an affiliate of ENA at the State Level.
Failure of the New Jersey State Council to adhere to the Bylaws and Procedures established by the ENA shall be cause for suspension or revocation of the charter.
Such suspension or revocation shall be in accord with Procedures established by the ENA.
Section 1. Membership
Members of ENA who possess Active Membership and reside in New Jersey shall automatically be members of NJENA unless requesting assignment elsewhere through National ENA office.
Members will be assigned by zip code by National or State President.
National ENA members residing outside New Jersey may request assignment to NJENA through the National ENA office.
Members who come together to form local chapters of NJENA according to the Bylaws and Standard Procedures of ENA shall hold membership at all three levels: national, state, and local chapter.
The New Jersey State Council shall be composed of the following members:
Chairpersons of the Standing Committees
Local Chapter President(s)
Delegates from each Local Chapter
Section 1. Chapters
Voting members of the same State Council that are licensed or reside within the same local geographical territory may be organized as a local chapter by the State Council and each such local chapter shall be an integral part of such State Council (i.e., it shall operate and function as a committee or special interest group of the State Council) (each of which is referred to as a “Local Chapter”). The name, boundaries, eligibility requirements for Local Chapters, and policies and procedures governing their operations, shall be determined by the State Council, in conjunction with the national office. A State Council is responsible for overseeing and managing the activities of its Local Chapters and shall have the right to disband or dissolve any Local Chapter it creates, with appropriate due process.
Each chapter shall consist of no less than five active ENA members.
Chapters are included within the State Council Group Tax Exemption and therefore, must submit financial reports to the State Council Treasurer for Federal Income Tax purposes.
Chapters must establish annual budgets that demonstrate fiscal responsibility and submit said budgets to the State treasurer.
Recommendation for revocation of Chapter charter may be initiated by Council and assisted by National for cause.
Any funds and financial records/assets of chapter revoked will be handed over to State.
Section 2. Chapter Structure
Under the three-tier structure, the Association shall have three (3) levels of organization: National, State and Local levels.
NJENA is the state level constituent in New Jersey.
NJENA has the responsibility to monitor and address professional issues related to emergency care throughout New Jersey.
The business of NJENA is conducted through the State Council.
The following chapters are chartered by ENA in the state of New Jersey
West Central Chapter
Jersey Shore Chapter
If a group of NJENA members wish to create a new chapter they must follow the ENA Bylaws and Procedures to request to do so.
Section 3. Conversion to Two-Tier
NJ may convert to a two-tier structure with a 2/3 vote of the members of the State Council
A published agenda listing this topic must be sent to all members of the State Council prior to the meeting with 60 days to respond.
If the decision is made to change the structure:
State Council must forward a letter to the National Office requesting a change in structure along with a copy of the published agenda featuring this topic and the meeting minutes reflecting the decision to change the structure.
All requests will become effective January 1st of the year immediately following the request.
Once the State Council changes to the two-tier structure, it must operate under that structure for a minimum of two (2) years before requesting to change back to a three-tier structure.
Section 1. NJENA State Council Board of Directors
The NJENA State Council Board of Directors shall be the official management component of the State Association. The officers of NJENA State Board are: President, President-Elect, Secretary, Treasurer, and Immediate Past President (ex-officio).
Section 2. Responsibilites
To perform all duties entrusted to directors of a corporation.
To develop and abide by the Bylaws and Procedures of NJENA.
To debate and determine association policy regarding management of the affairs of NJENA.
To supervise and direct the business and financial affairs of NJENA.
To develop, monitor, and evaluate the programs, which implement ENA and NJENA policy.
To identify relevant issues for presentation and action by NJENA members.
To identify relevant professional issues for presentation to appropriate committees.
To direct and monitor activities of component divisions within NJENA in accord with Procedures.
To identify and mentor a new member to fill their vacancy upon the end of their term.
Section 3. Composition
The NJENA State Board of Directors will be made up of the following five (5) voting members:
Section 4. Qualifications
Must be a current active NJ-ENA member.
Must have a current unrestricted registered nursing license.
Must have been active on the chapter, state, or national level.
Section 5. Officer Responsibilities
In addition to those responsibilities delineated below, officers of the New Jersey State Council shall exercise all the privileges and responsibilities as an officer of the State Council as specified in the Bylaws and Procedures of the National Association.
Serve as Chief Executive Officer of the State Council Executive Board.
Coordinate all State Council administrative activities.
Delegates to other officers as needed.
Appoint committee Chairpersons and approves committee members.
Serve as President of the State Council’s Governing Body (State Council)
To exercise all responsibilities and privileges as an officer as specified in the Bylaws and Procedures.
To perform all duties of President as outlined by the Bylaws and Procedures from the National Association.
Preside at all meetings of the State Council.
While in office, keep the Bylaws and Procedures and update them for duly authorized amendments; and when leaving office, pass guidelines and records on to the successor.
Responsible for providing ENA with the Officers Report and Annual Report
To perform any duties assigned by the President.
To succeed to the office of President at the expiration of the President’s term.
In the event the position of President becomes vacant, the President-Elect will serve the remainder of that year plus the following year.
Submit updates, awards, education, or information to Component Relations
Identify and select committees for upcoming year
Prepare and present the next annual budget
Serves as an advisor to NJENA State Council Executive Board
To perform any duties assigned by the President.
To facilitate and coordinate state elections and annual awards
To maintain State Council financial records in accord with generally accepted accounting procedures.
To maintain State Council banking accounts and disbursements there of.
To provide a written report of financial activities and minutes at each State Council meeting.
Maintains corporate banking accounts and disbursements therefrom;
Annually submits data for tax preparation;
Submits a summary of the financial records of the corporation annually
Record, distribute, and maintain minutes of each state council meeting.
Process any communication as directed by the state council president
Maintains adequate and proper records of the State Council and the NJENA State Council Executive Board, including, but not limited to, minutes of all meetings and correspondence;
Provides notices and agendas of all meetings to all members.
Maintains current roster of all NJENA State Council Executive Board, committee chairs, chapter presidents, chapter representatives, and appointees.
Ensures compliance with the National Association’s requirements for an official publication.
Make additions and modifications to Procedures based on meeting minutes and voting.
Section 6. Terms of Office
The term of office shall be January 1 to December 31.
Officers will be installed at the first business meeting of the year.
NJ State Council President and President-Elect will serve a term of one year in each position (or until successors are elected).
The Secretary and Treasurer serve two year terms (secretary elected on even years and treasurer on odd years).
No individual shall serve more than two terms in the same office, unless there is no successor.
Section 7. Election
The State Council shall conduct an election of officers each year to select successors to those officers whose term in office will be ending on December 31 of that year.
The election process will be conducted as follows:
Elections shall be held annually.
All active NJENA members shall have the opportunity to elect officers by ballot.
Balloting may be by electronic means.
Candidates receiving the highest number of votes for each position shall be declared elected.
In the event of a tie vote, a special election will be held by the State Council.
A Special Election may be held immediately or at the next meeting of the State Council.
Vacant, unexpired terms of office will be filled by appointment by the President with approval of the NJENA State Council Executive Board.
Section 8. NJENA State Council Board of Director Meetings
The President shall call meetings of the Board of Directors.
Board Meetings may also be called at the request of 3 out of 5 Board members.
A quorum will be 4 out of 5 NJENA State Council Executive Board members
NJENA State Board meetings can be conducted via teleconference
Section 9. Removal From Office
The NJENA State Board of Directors may request removal of any officer for cause, including but not limited to, any of the following reasons:
Failure to discharge the duties of the office.
Failure to meet minimum qualifications.
Abusive and non-productive behavior (majority vote by state council)
Convicted of a felony or legally found to not be of sound mind by the State of NJ.
Section 1. State Council
The NJENA State Board of Directors shall serve on the State Council.
Each Chapter, will have (2) voting chapter representatives to the State Council and (1) voting Chapter President.
The chairperson of each active committee for the year will serve on the State Council.
In the event that an individual serves in multiple positions, the individual only has ONLY 1 vote on issues.
If a Chairperson holds 2 voting positions, the voting rights must be allocated to a co-chair who shall be appointed by the president.
The State Council shall hold at least five meetings a year.
The State Council shall conduct at least one educational program per year.
Additional meetings may be called upon the request of a majority of members of the State Council. A majority vote is defined as one more than 50% of voting members in attendance.
A request for a special meeting may be made by written request to the State President by:
any member of the NJENA Board of Directors
any other two (2) members of the State Council
any two (2) chapters as members
Quorum for the State Council meetings is established by the attendance of 50% of the State Council members and must include at least:
Two (2) members of the Board of Directors
Twelve (12) voting members which includes representation from at least three (3) of four (4) chapters.
If a quorum is present, the affirmative vote of a majority of the voting power in attendance at the meeting and voting on any matter shall be the act of the Chapters as members (unless the vote of a greater number is required by Bylaws)
The State Council Members present at a meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough State Council Members to leave less than a quorum, if any action taken is approved by at least a majority of the State Council Members required to constitute a quorum.
Section 1. Delegates to the General Assembly
The number of Delegates to the National General Assembly shall be determined according to National ENA's Bylaws and Procedures.
The method for delegate selection is defined in the NJENA Standard Operating Procedure.
The President will approve the selection of delegates and send required paperwork to National ENA
The responsibilities of the delegates are outlined in the Standard Operating Procedures.
Section 1. Committees
The State Council may have, but is not limited to the following Standing Committees:
Research & Practice
Quality Safety and Injury Prevention
Ad Hoc Committees and Liaisons may be established or appointed by the State Council, as necessary.
State Council President shall serve as an ex-officio member of each committee.
Standing Committees have work for NJENA and projects on an ongoing basis, and include voting rights.
Ad Hoc committees have episodic and sporadic functions
Liaisons have ongoing representative functions.
Section 2. Special Interest Groups
Special interest groups of emergency nurses within the state of New Jersey may be recognized by NJENA.
To maintain an active liaison, a representative of the special interest group is asked to attend meetings of the State Council.
The representative of SIG, by virtue of representation, is not a member of the State Council, and has no voting ability.
Section 1. Indemnification
The Association shall indemnify, as set forth below, and to the fullest extent to which it is empowered to do so by applicable laws as may from time to time be in effect, any person who, by reason of being or having been an officer, employee, or agent of the Association, or who is or was serving at the request of the Association as an officer, employee, or agent of another corporation, partnership, joint venture, or other enterprise, and who was or is a party of is threatened, pending of completed action, suit proceeding.
In the event of a civil, criminal, administrative or investigative action, suit, or preceding (other than action by or in the right of the Association), such indemnification shall extend against all expenses (including attorney’s fees), fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or preceding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the event of an action or suit brought by or in a right of the Association to procure judgment in its favor, such indemnification shall extend against expenses (including attorney’s fees), actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Association, unless and only to the extent that the court in which such action was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 1. Parliamentary Authority
A. These Bylaws, the current edition of Robert’s Rules of Order, Standing Rules and any Special Rules of Order adopted by the State Council shall govern all meetings of the State Council provided they are not in conflict with the Bylaws and Procedures established by the ENA.
Section 1. Dissolution
A. In the event of dissolution of the State Council, the net assets of the corporation shall revert to the National Association after all liabilities and obligations shall be paid, satisfied, and discharged, or adequate provision shall be made thereof.
Section 1. Amendments
Proposed amendments to these Bylaws must be presented in writing to the NJENA State Board of Directors.
The NJENA Board of Directors reviews the proposed amendment to assure that it does not violate ENA Bylaws or Standard Procedures, or threaten to violate the charter of NJENA or tax status.
If approved by NJENA Board of Directors, the proposed amendment is distributed to NJENA State Council.
In order to be approved, amendments to these Bylaws must be approved by a 2/3 vote of NJENA State Council voting members and subsequently by National ENA.
The vote on the proposed amendment will be at the next State Council meeting occurring not sooner than 30 days and not more than 60 days from the recorded distribution date.
Any amendment to the ENA Bylaws and Procedures having direct application to these Bylaws shall take precedence over any NJENA Bylaws, and shall, therefore, automatically take effect.
Procedures may be amended by majority vote of State Council present.
Amended: March 24, 1993
Adopted: March 24, 1993
Submitted: October 1985
Resubmitted: March 1987
Effective: November 15, 1995
Revised: November 15, 2000
Resubmitted: November 2001
Resubmitted: March 2002
Revised: March 15, 2005
Revised: March 17, 2006
Amended & Effective November 19, 2008
Revised: November 16, 2011
Revised February 13, 2017
Effective April 12, 2017