Organizational Structure and Bylaws

New York Nurses United

    - a rank & file caucus of nurses working together to build a stronger, democratic, professional organization & union.

*This is not an official State Association or Union site*

The bylaws are the fundamental rules that define our organization.  An organization's bylaws can strengthen the democratic process, promoting membership participation so that members can shape the direction and actions of their organization.

Our organization is incorporated both as a not-for-profit and as a labor union, therefore its bylaws must be consistent with the government's laws for both of these types of organizations.  In the not-for-profit sector, organizations are accountable to their members as well as to the general public.  In addition to promoting democracy, the organization should promote "good governance" to achieve this accountability.

What does "Good Governance" mean?

“Good Governance” means achieving desired results and achieving them in the right way- in ways that are consistent with the normative values of democracy and social justice.

In 1997, the United Nations published a list of characteristics of good governance, which includes:

• Participation in decision making and reaching broad consensus on what is in the best interest of the organization
  

• Accountability and transparency
  

• Responsive, effective and efficient performance
  

• Equity and sound rule of law
  

• Strategic planning
  

Who is responsible for governance in our organization?

Voting Body: Powers and Limitations

In our organization, the "voting body" consists of the members and organizational affiliate representatives who attend the organization's membership meetings.  A membership meeting must be held at least annually.  The meeting is held either during our convention or as a stand alone event in the years that we don't have a full convention.  Only those members who attend the meeting may vote- there is no voting by proxy.

You have probably heard members say that the voting body is the highest authority in our organization.  Did you realize that our bylaws do not actually state this?  Here's what our bylaws currently say:

ARTICLE XIV - VOTING BODY

Section 1: Composition

The voting body at each annual membership meeting and special

meeting shall be composed of the members and organizational

affiliate representatives present. There shall be no proxy voting.

Section 2: Qualifications

Current membership in (our organization) or status as an organizational

affiliate representative as defined in Article II of these bylaws is

required of any individual participant in the voting body and will be

verified at the time of registration.

Section 3: Authority

The Voting Body will: a) establish annual dues to be considered for

voting by the entire membership; b) establish association policies

and directions; c) approve recipients of Honorary Recognition; d)

establish councils; e) adopt and maintain bylaws; f) delegate

authority not otherwise delegated in these bylaws.

So while our bylaws do not specifically state that the voting body is the highest authority in the organization, its powers are provided for in section three.  Keep in mind that these powers are only exercised during the annual business meeting or a "special meeting" of the membership if one were to be convened.  A quorum of at least 5 board members (one must be the president or president-elect) and 200 members must be present for the voting body to conduct business.

What business gets conducted at the meeting is limited to the agenda and the time constraints of the meeting itself.  Rules spell out the manner in which business is conducted.  Members need to obtain the floor and to have some knowledge of Robert's Rules to be successful at having their motions and resolutions adopted by the body. 

New ideas must be presented under the "new business" portion of the agenda which is towards the end of the meeting.  Very often, the agenda runs over, little time is left for new business or the quorum is lost as members start to leave the meeting.  These conditions sometimes frustrate the efforts of members who have submitted motions or resolutions as they will have to wait a year for the next meeting to try again.  Some may give up coming to the meetings all together for this reason.

An Alternative Approach  to Presenting New Proposals

Some state nursing organizations, as well as the national organization, have a reference committee in their bylaw structure which helps to alleviate some of these limitations.  Proposals that are submitted to the reference committee ahead of time, can be placed on the agenda so there is an assurance that they will be addressed. 

The reference committee members can provide guidance and assist members in the process.  This can be particularly helpful to newer members who may be more encouraged to participate when assistance is provided.  The committee can also hold discussion forums with the membership ahead of time to cut down on the time needed for discussion during the business meeting.  This can help keep the agenda moving, perfect proposals further before they reach the floor and may lead to an easier acceptance by the membership.

It is important that the reference committee is not empowered to change the proposal to such an extent as to change its intention.  Any changes to motions or resolutions that are suggested by the committee would have to be accepted by the member who originally submitted the proposal.  Additionally, this process should not compromise the ability of members to raise new proposals at the time of the business meeting.  Submission of proposals ahead of time to the committee could be a suggestion, not a requirement.

Policies and Direction of the Organization

Letter "b" of the section referring to the voting body gives it the power to "establish the policies and direction of the organization."  The bylaws state in article four that one of the functions of the board of directors is to "provide for implementation of association policies and positions approved by the Voting Body."

An example of this is our legislative program.  The program is discussed by the Board of Directors and the Council on Legislation at least every two years.  The council presents their recommendations to the voting body during the membership meeting.  The voting body can amend the legislative program, adopt it, or reject it.  The Board of Directors provides for the implementation of the program through the Council on Legislation, the executive director, and through adopting the budget.

What other "association policies", besides the bylaws (which are referred to in letter "e" of that section) does the voting body establish?  This question is difficult to answer and requires further examination.

What are "association policies" exactly?  If you sign into the "members only" section of our organization's official web site, you will see a section in the navigation menu on the right side of the page called "Board Policies".  If you click on that you will be brought to a page has policies separated into the following sections:

1. General Association Policies

2. Board of Directors Operations

3. ---- Nominations and Elections

4. (state and national organization) Relationships

5. Financial Policies

Many of these policies apply to the association membership in general, yet the main title of the document is "Board Policies" and the Board of Directors adopts, reviews and revises them.  Indeed the subheadings themselves would seem to indicate that many of these belong under the authority of the voting body for their ultimate acceptance and adoption.

A particular situation arose recently when the board adopted a "conflict of interest policy" in the general association category.  The policy was quite different from the board's own conflict of interest guidelines.  Some members would be excluded from any participation in certain councils or committees while a board member may recuse themselves from a particular discussion if there is a conflict but still serve on the board.  Some members felt this to be unfair and that this may be an example of a policy which belongs in the purview of the voting body.

In any event, clarification is needed as to which association policies do currently rely on the authority of the voting body and how are these made available to the membership for examination.

Board of Directors

(under construction)