ARTICLE I. NAME
The name of the corporation is the Tennessee Center for Nursing, Inc. (TCN) and may be referred to hereinafter as the “TCN” or the “corporation”.
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ARTICLE II. MISSIONS AND GOALS
The mission of the TCN is to guide the ongoing development of a diverse and qualified nursing workforce to meet the healthcare needs of Tennesseans through professional advocacy, industry research, recruitment efforts, and public awareness activities. The goals of the TCN are to:
| 1) |
Maintain an ongoing system to address nursing workforce issues related to the future health care needs of Tennesseans; |
| 2) |
Conduct and support research focused on nursing workforce development; |
| 3) |
Propose recommendations for nursing education and practice reform; |
| 4) |
Disseminate evidence based recommendations and useful information (e.g. grants and research ideas) for nursing education and practice reform. |
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ARTICLE III. ROLE OF THE TCN
The TCN will conduct research, analyze the data, disseminate the findings, and make evidence-based recommendations regarding nursing education and nursing practice. The TCN will continually process and widely disseminate information related to the nursing work force, and promote the sustainability of the corporation.
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ARTICLE IV. BOARD OF DIRECTORS
The TCN is composed of a Board of Directors and an Executive Committee.
| 1.0 |
The Board of Directors of the TCN may be composed of a membership that consists of, but is not limited to, appointed representatives from: |
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a. Consumers and Business Representatives |
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1) BlueCross BlueShield of Tennessee
2) Tennessee Business Roundtable
3) Tennessee Healthcare Campaign |
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b. Legislators/State Regulatory Boards |
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1) Bureau of TennCare
2) Department of Mental Health & Developmental Disabilities
3) Office of Minority Health
4) State House of Representatives (Committee on Health & Human Resources)
5) State Senate
6) Tennessee Board of Nursing
7) Tennessee Board of Regents
8) Tennessee Department of Health
9) University of Tennessee System |
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c. Nursing Education Programs - Public and Private |
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1) Vocational (LPN)
2) Diploma
3) Associate Degree
4) Baccalaureate Degree
5) Master's Degree
6) Doctoral Degree |
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d. Professional Nursing Organizations |
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1) Tennessee Association of Deans and Directors of Nursing Programs
2) Tennessee League for Nursing
3) Tennessee Licensed Practical Nurses Association
4) Tennessee Nurses Association
5) Tennessee Nurses Foundation
6) Tennessee Organization of Nurse Executives |
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e. Related HealthCare Agencies and Organizations |
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1) Rural Health Association of Tennessee
2) Tennessee Association for Home Care
3) Tennessee Association of Homes and Services for the Aging
4) Tennessee Association of HMOs
5) Tennessee Association of Mental Health Organizations
6) Tennessee HealthCare Association
7) Tennessee Hospital Association
8) Tennessee Office of Rural Health/Health Access
9) Tennessee Primary Care Association |
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f. Members at-large |
| 2.0 |
The Board of Directors consists of one appointed representative from each of the designated entities. Terms will be for three years and may be reappointed. Should a replacement member be needed, the Executive Committee will appoint a replacement. He/she will fulfill the unexpired term of the prior member. The members or their designee will be expected to attend the TCN meetings or to provide a signed proxy according to Article VII, Meetings and Voting, 1.0 Meetings of the Board of Directors. |
| 3.0 |
All officially appointed members of the Board of Directors of the TCN, as approved by the Board of Directors, are voting members. The Board of Directors has authority to appoint any other members, as they deem appropriate. |
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ARTICLE V. EXECUTIVE COMMITTEE
| 1.0 |
The Executive Committee of the Board of Directors will consist of a minimum of 7 members, including the officers of the TCN and at least two other members elected by the Board of Directors. |
| 2.0 |
The officers of the Board of Directors shall consist of a President, President-Elect, Vice-President, Treasurer, Secretary, and the immediate past President. The President and President-Elect shall be nurses. |
| 2.1 |
President: The President shall preside at all meetings of the Board of Directors and the Executive Committee, appoint committees and committee chairs, assist committee chairs to ensure that the committees function efficiently, and perform all other duties as necessary. |
| 2.2 |
President-elect: The President-elect shall be elected one year prior to taking on the role of President. It is possible for the President and the President-elect to be the same person, if the President is re-elected for a second term. |
| 2.3 |
Vice-President: The Vice-President shall assume the responsibilities of the President in the President's absence or in the event the position becomes vacant, and shall assist the President and committees in the efficient operation of the Board of Directors and the Executive Committee of the TCN. |
| 2.4 |
Treasurer: The Treasurer shall review all transactions, maintain a record of monetary activities, and recommend a budget to the Executive Committee. |
| 2.5 |
Secretary: The Secretary shall review the record of all Board of Directors and Executive Committee meetings and correspond with constituents as directed by the Board of Directors, or the Executive Committee of the TCN. |
| 2.6 |
Immediate Past President: The immediate past President shall serve on the Board of Directors and the Executive Committee for a one-year term following his/her elected term. |
| 3.0 |
The Executive Committee shall have all of the powers of the Board of Directors to transact business between board meetings in accordance with rules established by the board, with such transactions being reported and ratified at the next regular meeting of the Board of Directors. The Executive Committee will employ an Executive Director. The Executive Committee will also serve as the nominating committee for the Board of Directors. The Executive Committee has the power to fill any vacancies on the Executive Committee until the next regular meeting of the Board of Directors. |
| 4.0 |
Elections: Annually, the TCN Board of Directors will elect officers and members- at-large to serve on the Executive Committee. The Vice-President and Treasurer will be elected in odd numbered years and the President-elect and Secretary will be elected in even numbered years. The President-elect will assume the office of President in odd numbered years. Elections will occur at the last meeting of the year preceding the year that the officers will assume their responsibilities. Officers will assume responsibilities immediately following the meeting at which they are elected. With the exception of the Immediate Past-President, President-Elect, and
the Treasurer, the officers will be elected for a two-year term and may be re-elected to succeed themselves for one additional term. The Treasurer will be elected for a two-year term and may be re-elected to succeed him/herself for two additional terms (for a maximum of six years of service). |
| 5.0 |
Any officer or director of this non-profit corporation acting in his/her official capacity and acting pursuant to the stated purposes of the corporation shall not be held liable for any acts performed consistent with the charter and By-Laws of the corporation, as well as, the provisions of T.C.A. 48-52-102(b)(c). |
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ARTICLE VI. EXECUTIVE DIRECTOR
The Board of Directors and/or the Executive Committee shall delegate to the Executive Director the authority to manage the corporation according to policies established by the Board of Directors. The Executive Director shall be accountable to the Executive Committee. The Executive Director shall employ, direct, promote and terminate staff of the corporation. The Executive Director may represent the corporation and serve as a spokesperson on matters of established policy and positions. The Executive Director reports to the President of the Board of Directors and is evaluated annually by the Executive Committee.
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ARTICLE VII. MEETINGS AND VOTING
| 1.0 |
1.0 Meetings of the Board of Directors |
| 1.1 |
1.1 The Board of Directors will set the priorities and participate in the work of the corporation. |
| 1.2 |
1.2 The Board of Directors will receive reports, adopt the by-laws, elect the Executive Committee, make recommendations, and provide advocacy for the corporation. |
| 1.3 |
1.3 The Board of Directors shall meet at such time and place as is determined by the Executive Committee, but no less than annually. Special meetings may be called. In the event of a special meeting, members shall receive at least seven days notice. |
| 1.4 |
1.4 All Board of Directors members will be permitted to cast one vote. Designees of members may vote in the member’s absence with a signed proxy. |
| 1.5 |
1.5 Minutes of each meeting shall be kept which shall document all actions of the Board of Directors and shall be maintained as a permanent record. |
| 1.6 |
1.6 The quorum will consist of a majority of the Board of Directors present and voting. |
| 1.7 |
1.7 A member of the Executive Committee may be replaced or removed by a majority vote of the Board of Directors. |
| 2.0 |
2.0 Meetings of the Executive Committee |
| 2.1 |
2.1 Meetings of the Executive Committee shall be held four times per year. The Executive Director or any officer may call special meetings. These meetings may be conducted electronically. In the event of a special meeting, members shall receive at least three days notice. |
| 2.2 |
2.2 Minutes will be taken to document all actions of the Executive Committee. |
| 2.3 |
2.3 A quorum will consist of a simple majority of the Executive Committee. |
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ARTICLE VIII. COMMITTEES AND TASK FORCES
1.0 Committees and task forces may be created by the Executive Committee to assume responsibility for coordination and implementation of any activity approved by the TCN.
2.0 A committee or task force shall cease to exist when its work has been completed and it has submitted a final report to the TCN.
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ARTICLE IX. PARLIAMENTARY AUTHORITY
Roberts Rules of Order, Revised, shall govern all the meetings of the corporation.
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ARTICLE X. AMENDMENTS
| 1.0 |
All proposed amendments to these By-Laws shall be made available to each member at least thirty (30) days prior to the meeting of the Board of Directors at which the proposed amendment is to be discussed. |
| 2.0 |
The By-Laws of the corporation may be amended by a majority of all members present and voting. |
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ARTICLE XI. DISSOLUTION OF THE CORPORATION
Upon the dissolution of the corporation, the assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax law, or shall be distributed to the Federal, state, or local government for public purpose. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office is then located, exclusively for such purposes
Adopted October 1999
Amended April 2000
Amended October 2001
Amended July 2002
Amended October 7, 2004
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