The official site of the Phillipine Nurses Association of America
The official site of the Phillipine Nurses Association of America
ARTICLE III
CHAPTERS
Section 1: There shall be at least one Chapter in every state of the Union.
A. Chapter shall promote the mission and goals of the Association.
B. Chapter may be organized with a minimum of twenty members that are not counted in another chapter.
C. Application for PNAA chapter membership shall be in accordance with the PNAA policies and procedures.
hereinafter referred to as the Association. The official abbreviation shall be PNAA.
ARTICLE V
OFFICERS AND DUTIES
Section 1: The elected officers of this association shall be: President, President-elect,
Vice-President, Secretary, Treasurer, Auditor, and 8 Board Members.
Section 2: The appointed officers of this Association shall be: Assistant Secretary, Assistant
Treasurer, four (4) Regional Liaisons Officers, Executive Director, and Parliamentarian.
Section 3: The duties and powers of the OFFICERS shall be such as implied by the inherent nature
of their respective titles and all such duties as specified in these Bylaws.
A. President:
1. Is responsible to the Executive Board and have the approval of the Board for the activities of the Association.
2. Presides at all business meetings of the Executive Board and General Assembly.
3. Represents the Association at meetings and functions of other organizations, or designates an alternate.
4. Appoints the Assistant Secretary, Assistant Treasurer, Executive Director, Parliamentarian, all committee chairpersons,
and committee members with the approval of the Executive Board.
5. Acts an ex-officio member of all committees except the Committee on Nominations and Elections.
6. Terminates non-functioning committees with the approval of the Executive Board.
7. Performs other duties pertinent to the office.
B. President-elect:
1. Performs the duties of the President in the absence or inability of the president to act.
2. Performs other such duties as may be delegated by the President or Executive Board.
C. Vice-President:
1. Performs the duties of the President-elect in the absence or inability of the President-elect to act.
2. Performs such other duties as may be delegated by the president or Executive Board.
D. Secretary:
1. Records the proceedings of all business meetings.
2. Distributes approved minutes to the Executive Board.
3. Excerpts and submits pertinent data to respective committee chairperson.
4. Preserves reports and records including Bylaws and standing rules of the Association in the permanent file.
5. Keeps on file all other pertinent information regarding projects, programs and activities of the Association.
6. Keeps on file accurate membership roster as compiled and reported by the chairperson of the Membership Committee.
7. Notifies all members of the Executive Board of any updates in the directory as often as they occur through regular mail or e-mail or both.
E. Assistant Secretary:
1. Issues notice regarding meeting and activities.
2. Conducts and maintains a file of the general correspondence of the Association.
3. Sends out information to local chapters and members-at-large regarding projects, programs and activities undertaken by the Association.
4. Assists the Secretary in functions as delegated by the President or the Executive Board and assumes the duties of the Secretary in
his/her absence or incapacity.
5. Assists the Secretary in keeping on file all other pertinent information regarding projects, programs and activities of the Association.
6. Assists the Secretary in keeping on file accurate membership roster as compiled and reported by the chairperson of the Membership Committee.
F. Treasurer:
1. Is responsible for the financial affairs of the Association.
2. Keeps a record of all receipts and disbursements.
3. Carries appropriate banking transactions as designed by the Executive Board.
4. Issues checks of the Association countersigned by the President for purposes approved by the Executive Board.
5. Assists in the direction of fund raising activities.
6. Presents financial records for examination by designated auditors.
7. Acts as chairperson of the Budget and Finance Committee.
8. Submits a written report of the financial standing of the Association at the annual meeting.
G. Assistant Treasurer:
1. Processes membership application and keeps accurate records of receipts and membership dues.
2. Sends out membership renewal forms to members-at-large and to local chapters.
3. Keeps on file accurate membership roster.
4. Forwards monies received and corresponding reports to the Treasurer.
5. Acts as Chairperson of the Membership Committee.
6. Assumes other functions as delegated by the Treasurer with the approval of the Executive Board and acts in the absence or incapacity of the Treasurer.
H. Auditor
1. Be responsible for the annual audit of all financial records of the Association by a professional auditor or certified accountant.
2. Together with the Treasurer, prepares the income tax form and files it with the U.S. Internal Revenue Service
I. Board of Directors
1. Acts as chairperson of a standing committee as appointed or designated.
2. Performs functions as designated by the Executive Board
J. Regional Liaison Officers
1. Acts as the secretary and treasurer of the represented region.
2. Assists in the planning of represented regional conferences
3. Collects and edits manuscripts from chapters for submission to the Philippine American Nurses and to the PNAA website.
4. Submits annual report of the region represented as specified in the PNAA P&P.
K. Executive Director:
1. As designated by the Executive Board or President shall:
a. Work with the various standing committees and presidents of state chapters to expedite information exchange.
b. Enhance the status of PNAA with the national and international nursing communities.
c. Carry out other decisions of the Executive Board, and the job description as spelled out in the policy and procedure guidelines.
L. Parliamentarian
a. Interprets the Robert’s Rule of Orders Newly Revised during meetings.
ARTICLE VI
EXECUTIVE BOARD
Section 1: Executive Board
The governing body of this Association shall be the Executive Board, which consists of all
the elected and appointed officers, and four (4) Chapter Presidents. elected by the Circle of
Presidents. The Advisory Council as a group shall be represented at the Executive Board with ONE designated vote.
The Executive Board has the power and authority over the affairs of the Association, except that of modifying the action of the General Assembly.
A. Circle of Presidents
The Circle of Presidents shall meet annually to discuss and resolve issues at the chapter
level. The president hosting the national convention shall preside over the Circle of
Presidents. The Circle of Presidents shall elect four (4) Chapter Presidents, representing all
four Regions to participate in the Executive Board Meeting.
Section 2. Duties of the Executive Board
A. Directs the business and financial affairs of the Association.
B. Establishes the Association’s administrative policies.
C. Fosters growth and development of the Association.
D. Authorizes the formulation and awarding of contracts.
E. Reviews recommendations of the President and determines actions to be taken.
F. Reviews committee reports and determines action to be taken on recommendation.
G. Suspends or expels members of the Association for due cause.
H. Fills all vacancies of the Executive Board unless otherwise specified by the Bylaws.
I. Authorizes the representation and participation of the Association in activities other than the non-profit
activities and functions of the Association.
J. Reviews and authorizes publications proposed by any member as they may affect representation
of the philosophy, prerogatives, and image of the Association.
K. Performs such other duties and exercises authority as prescribed in these Bylaws.
ARTICLE VII
MEETINGS QUORUM
Section 1: Meetings
A. Executive Board
1. Shall meet once a year.
2. Special meeting of the Executive Board may be called by the President or upon request
by three (3) members of the Executive Board. This can be conducted through the best available
technology such as video conferencing and teleconferencing calls.
3. Notice of all meetings of the Executive Board shall be sent to each member by post, E-mail or
telegram at least thirty (30) days prior to the meeting.
4. Fifty percent of the Executive Board present will constitute a quorum.
5. Voting: a majority of 50% plus 1 decides; for a tie vote, the presiding officer breaks the tie.
B. General Assembly
1. Shall meet once a year.
2. The General Assembly meeting shall be during the summer and shall include a report from
the Executive Board, President’s Circle, Standing and Ad Hoc committees, and the Advisory Council.
3. The time, place and composition of other meetings and the General Assembly meeting shall be determined by the Executive Board
4. The voting body of the General Assembly shall be as follows:
a. The Executive Board
b. All paid members, i.e. PNAA Chapters, and members-at-large registered at the meeting.
c. Each qualified voter is entitled to only one vote.
Section 2: Quorum
A. The presence of 20% of the members registered at the convention/conference constitutes a quorum in all meetings.
ARTICLE VIII
NOMINATIONS & ELECTIONS/TERMS & VACANCIES
Section 1: Nominations and Elections Committee
A. The Nominations and Elections Committee shall consist of five (5) members representing various geographical areas in the country and appointed by
the Executive Board.
B. The Executive Board Immediate Past President shall assume the chair position immediately after
the completion of the term as president and appoint its chairperson and members.
C. The appointees must have been active members of the Association for two (2) consecutive years preceding the appointment.
D. Duties and responsibilities of the Nomination and Elections Committee:
1. Initiates and coordinates the solicitation, reviews and presents candidates for national and regional office.
2. Issues circulars and announcements to potential regional and national candidates.
3. Makes arrangements for display of candidacy materials at a regional or a national meeting site.
4. Prepares and issues packets to potential candidates.
5. Prepare a list of nominees accompanied by a written consent to serve and submits this to the Executive Board
for information and review ninety (90) days prior to election.
6. Prepares and issues the official ballot directly to designated voting members.
7. Receives all returned ballots.
8. Appoints Teller Committee who are not members of the Nominating Committee and who represents
various areas of the United States and its territories. This committee comprised of 3-5 members shall
officiate at election proceeding and tally the ballots.
9. Announces election results.
10. Destroys ballots upon approval or motion by the Executive Board
Section 2: Eligibility to Serve in an Elected Capacity
A. To be eligible to serve for an elected office, except for the offices of president elect and
vice-president, a nominee must have active membership status for two (2) consecutive years immediately preceding election
B. To be eligible to serve the offices of president-elect or vice-president, a nominee must have previously
served one (1) term in the Executive Board, and/or be a current chairperson of a standing committee, immediately preceding nomination.
C. To be eligible for any other elected office, the nominee must have demonstrated active participation in activities of
the Association at the national and/or chapter levels.
D. A nominee may be a candidate for only one office at any given time and, if currently holding an elected office,
may not be a candidate for another office, unless the current term expires at the time of the election.
E. Any past president of this Association may run for any office in the Executive Board after two (2) years
following the end of his/her term of office.
Section 3: Elections
A. Elections shall be held biannually counted at a place designated by the Nominations and Elections Committee.
B. Only chapter members, who have paid their membership dues and who are included in the chapter membership list submitted
to this Association at least sixty (60) days prior to election day, shall have delegate representation and be eligible to vote.
C. Members-at-large who have paid their dues at least one hundred twenty (120) days prior to Election Day are eligible to vote.
D. Eligibility to vote shall be validated against the current list of chapter members submitted to this Association at least sixty
(60) days prior to Election Day, with the number of delegates prorated as one (1) delegate for every 20 or a portion thereof of
eligible chapter members.
E. A list of delegates shall be provided to the Nomination and Elections Committee by each chapter president at least
one hundred twenty (120) days prior to Election Day.
F. Voting for each designated voting chapter delegate and member-at-large shall be by mail. The ballot shall be issued
directly to the designated voting chapter delegate at least sixty (60) days prior to Election Day, and shall be returned
by mail and received no later than ten (10) days prior to Election Day.
G. Plurality elects, and in case of a tie, choice shall be by lot.
Section 4: Terms of Office
All elected officers and members of the Executive Board shall serve a term of two (2) years.
All, except for the President and President-Elect, can be re-elected to the same office for another term.
Section 5: Vacancies
A. A vacancy that occurs in an elected office of the Association, due to inability or ineligibility of the
incumbent to perform duties of the office, or the incumbent’s removal from the office, shall be filled in the following manner:
1. President: President-elect shall assume office, or Vice-President, if former is unable to do so.
2. President-elect: Vice-President shall assume office.
3. Vice-President: The candidate for vice-president who obtained the second highest vote in the preceding
election will be appointed to fill in the vacant position with the approval of the Executive Board. If there
is no second candidate available the President, upon approval of the Executive Board, will appoint an individual to fill in the position.
4. Secretary: Assistant Secretary shall assume office.
5. Treasurer: Assistant Treasurer shall assume office.
B. The Executive Board shall fill all other vacancies.
C. Any member filling any vacancy shall serve for the remainder of the term.
Section 6: REMOVAL FROM OFFICE
A. The absence of officers and members of the Executive Board in fifty percent (50%)
of the regular meetings shall be ground for termination from office after the Executive Board validates justification for absence.
B. Officers and members of the Executive Board may be subject to reprimand, censure, suspension or termination from office by a
two thirds (2/3) vote of the Executive Board for violating the By-Laws of the Association, misconduct or neglect of duty in office,
absence in 50% of the regular meetings and/or any behavior injurious to the Association. NO action shall be taken against any
officer or member of the Executive Board until he/she has been advised of specific charges, given reasonable time to prepare response,
afforded a fair hearing process before the Executive Board. It is also incumbent upon the Executive Board to validate justification of
reason or charges for removal from office.
C. Unsatisfactory performance evaluation.
Section 7: COMPENSATION
The elected officers shall not receive, nor shall they be entitled to compensation or salary for serving on the Executive Board.
ARTICLE IX
COMMITTEES
Section 1: The standing committees of this Association shall be:
Bylaws
Education
Membership
Budget and Finance
Legislative
Ways and Means
Public Relations
Website Committee
Research
Nominations & Elections
Awards
Human Rights
Research
Awards
Practice
Section 2: The President, with the approval of the Executive Board, shall appoint the chairs
and members of the standing committees. A national committee must at least have four (4) members
representing all regions of the PNAA. The committee shall consist of a chairperson who is either a
member of the Executive Board or an active member, and at least two (2) other members.
Section 3: Removal of Committee Chairperson
A committee chairperson shall be relieved of committee responsibilities
in the non-performance of duties which may include but not limited to: multiple
complaints that jeopardizes the reputation and positive direction of the Association
is received by any member of the Executive Board, Chapter Presidents, other committee chairs or committee members.
Section 4: Committee responsibilities shall be as follows:
A. Bylaws Committee
1. Submits proposed amendments to the bylaws with the Committee’s recommendation for action.
2. May initiate amendments to the Bylaws for review by the Executive Board.
3. Presents the proposed amendments to the membership after review by the Executive Board at least thirty (30) days prior to voting.
4. Reviews and recommends changes of Chapter-Bylaws.
5. Endorses approval of membership of a new chapter.
B. Education Committee
1. Plans, implements and evaluates educational program to meet membership needs.
2. Acts as a resource for local chapters and other nursing organizations in developing and implementing educational programs.
3. Continuously assesses, identifies and implements educational programs and needs of the Association.
4. Prescribes educational content of all regional, national and international content of all conferences.
5. Identifies core content of all Leadership Conferences.
6. Prepares and publishes official conferences brochures.
7. Collaborates with Regional Vice Presidents and Regional Liaison Officers in planning, implementing of all Regional Conferences.
8. Identifies national healthcare trends that need to be presented in regional, national and international conferences.
C. Membership Committee.
1. Initiates programs for membership recruitment of this Association
2. Provides assistance in the formation of chapters of this Association
3. Maintains and evaluates membership roster of the Association
D. Budget and Finance Committee
1. Prepares an annual budget for approval by the Executive Board prior to the annual meeting.
E. Legislative Committee
1. Disseminates information regarding current issues and legislative proposals that directly or indirectly affect the members and the profession.
2. Collaborates with other organizations/agencies in addressing and supporting legislation that affect the nursing profession and health care.
F. Ways and Means Committee
1. Secures funds through reasonable means to augment the treasury.
G. Public Relations/Cultural Affairs Committee
1. Explores and evaluates means of promoting the interests of this Association.
2. Submits press releases to the news media as approved by the Executive Board.
3. Disseminates information to chapters and members-at-large regarding programs and activities undertaken by the Association.
4. Publishes the newsletter of the Association.
5. Coordinates with state chapters, members at large and other organizations regarding any cultural programs to uphold the Filipino culture/heritage.
H. Website Committee
1. Updates content of the PNAA website.
2. Solicits postings to the website.
3. Formulates policies and procedures.
4. Prepares an annual report during annual meetings.
I. Nominations and Elections Committee
1. Refer to Article VIII, Section 1-3
J. Human Rights Committee
1. Evaluates issues relating to human rights.
2. Recommends policies and positions on human rights to the Executive Board at the annual meeting.
3. Disseminates information on human rights to members, other nurses, healthcare professionals, and the public.
4. Communicates with all the chapters when human rights are violated.
5. Addresses and responds to concerns related to equal opportunity in human rights.
K. Research Committee
1. Conducts research as needed.
2. Applies for appropriate grants to provide finding for any research project.
3. Acts as a resource to any PNAA member who is interested in research.
4. Reviews all requests and applications for research.
5. Maintains directory of all Filipino-American nurse researchers.
6. Monitors the progress of any on-going PNAA research projects.
7. Evaluates the relevance and impact Of PNAA sponsored research projects.
L. Awards Committee
1. Publishes the qualifications and criteria for awards.
2. Reviews and analyzes the applications of the candidates.
3. Makes the selection of awardees and recommends it to the Executive Board.
4. Evaluates the efficacy and efficiency of Awards procedures and results.
M. Practice Committee
1. Reviews and analyzes the issues affecting PNAA.
2. Formulates for, and recommends, to the Executive Board, a position statement reflective of the Association.
Section 4: COMMITTEE REPORT
Each Committee Chairperson shall submit a written report on committee activities and accomplishments at the annual business meeting.
ARTICLE X
ADVISORY COUNCIL
Section 1: The Advisory Council shall be comprised of past presidents after successful completion of term
Section 2: Functions of the Advisory Council
A. Acts in an advisory capacity and participates, with a one (1) vote privilege as a group, in the deliberations
and recommendations of the Executive Board.
B. Participates in activities to further the purpose and functions of this Association.
ARTICLE XI
FISCAL YEAR
Section 1: The fiscal year of this Association coincides with the fiscal year, which is January 1 to December 31
ARTICLE XII
OFFICIAL PUBLICATIONS
Section 1: The official publication of the Association shall be The Philippine American Nurse and the official
online website of the Association known as the Philippine Nurses Association of America.org.
Section 2: The Philippine-American Nurse shall be published at least two (2) times a year.
ARTICLE XIII
AMENDMENTS
Section 1: Amendments to these Bylaws shall be ratified at the General Assembly of the Association by a two-thirds
(2/3) majority vote of the members present and voting provided that the proposed amendments, after having been considered
and recommended by the Executive Board, are presented by mail to current members thirty (30) days prior to the General
Assembly at which time such proposed amendments shall be voted upon.
Section 2: Amendments to these Bylaws shall be submitted to the Executive Board for consideration by
petition from at least ten (10) members of the Association at least ninety (90) days prior to the General Assembly.
Section 3: Amendments to these Bylaws shall take effect upon ratification by the General Assembly.
ARTICLE XIV
DISSOLUTION
Section 1: In the event of dissolution of this Association, the membership shall be notified, and
approval obtained by two- thirds (2/3) majority vote of members of the Executive Board, thirty (30)
days prior to dissolution. Liabilities will be resolved in the executive board meeting and funds (fixed assets) donated to non-profit organizations.
ARTICLE XV
NONDISCRIMINATION POLICY
Section 1: The Association shall not discriminate against any applicant or members on the basis of race, creed, age,
sex, and sexual orientation, religion or handicap. All such shall be judged solely on the basis of competence and performance.
Section 2: The Executive Board of the Association shall monitor compliance with this nondiscrimination policy and shall include
the statement that the Association is an equal opportunity group or employer in all its advertisements and publications.
ARTICLE XVI
PARLIAMENTARY AUTHORITY
Robert’s Rule of Order, Newly Revised, shall govern this Association in all cases not covered by these Bylaws.
ARTICLE XVII
PLACE OF BUSINESS
The principal location and mailing address of the Association shall be the current President’s designated address or as established