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NOVA FOUNDATION BYLAWS
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I. PREAMBLE, NAME AND OBJECTIVES
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Section 1. Preamble
The Nurses Organization of Veterans Affairs hereby creates this Foundation of professional nurses and proponents of quality health care for veterans. The purpose of the Foundation is quality health care for veterans and those served by the Veterans Health Administration through the promotion of nursing research and study, nursing education and scholarship, and the advancement of the profession of nursing.
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Section 2. Name
The name of this foundation shall be the NOVA Foundation.
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Section 3. Objectives
The objectives of the NOVA Foundation shall be to:
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- promote quality health care for veterans and those served by the Veterans Health Administration;
- provide educational opportunities for nurses;
- promote the advancement of nursing practice through scholarships;
- advance the art and science of nursing and veterans health care through research; and
- provide a program for recognition of nursing accomplishments.
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Membership shall consist only of the members of the Board of Directors.
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- The Board of Directors shall be the governing body of the NOVA Foundation and shall establish policy, direct activities and approve all actions pertaining to the business of the NOVA Foundation.
- The NOVA Foundation Board of Directors will be made up of no fewer than nine and no more than twenty directors. The NOVA Foundation Board of Directors will be comprised of NOVA members at-large, the Immediate Past President of NOVA and the Immediate Past Chair of the NOVA Foundation, national nursing leaders, and advocates of veterans’ health care. The Immediate Past President of NOVA and the Immediate Past Chair of the Foundation shall serve as Ex-Officio non-voting members of the NOVA Foundation Board of Directors. No more than two additional members of the NOVA Board of Directors shall serve on the NOVA Foundation Board of Directors. No Member of the NOVA Board of Directors shall serve as an Officer of the NOVA Foundation Board of Directors. Dues paying members of the Nurses Organization of Veterans Affairs will comprise no more than 50 percent of the NOVA Foundation Board. All Directors of the NOVA Foundation will be appointed by the Chairman of the NOVA Foundation with the approval of the NOVA Foundation Board of Directors.
- The Board of Directors shall have the responsibility to conduct the fiduciary affairs of the NOVA Foundation in a prudent manner in accord with its bylaws and the laws under which it is governed.
- The Board of Directors shall approve and authorize the official acts of the elected officials and its committees.
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Section 2. Term of Office
The term of office for the NOVA Foundation Board members will be three years. Board members may be reappointed for two successive terms. A Board member may be reappointed after being off the board for one year.
The terms of office for Board members will be overlapped so that each year approximately one-third of the Board members will be replaced to provide continuity from year to year.
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Section 3. Election of Officers
The Officers of the NOVA Foundation shall be a Chairperson, a Vice Chairperson, and a Secretary/Treasurer. All Officers will be elected by the NOVA Foundation Board of Directors by majority vote at the first meeting of the calendar year for a term of one year. Officers shall be eligible for re-election but may not serve for more than two consecutive terms in any one office except when an Officer is appointed by the Board of Directors to fill a new Officer’s position or the unexpired term of an Officer’s position made vacant by resignation or removal.
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Section 4. Compensation
The NOVA Foundation Board of Directors shall not be compensated for their service to the NOVA Foundation, except for reimbursement of usual and proper expenses incurred in the attendance of Board meetings and those other necessary activities in the course of duties in accordance with the policies set forth by the Board of Directors.
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Section 5. Executive Committee
The Executive Committee of the Board of Directors shall consist of the Officers of the NOVA Foundation: Chairperson, Vice-Chairperson, Secretary/Treasurer. The Executive Committee shall be empowered to act for the Board of Directors between meetings of the Board of Directors. The Board of Directors at its next scheduled meeting shall approve all actions of the Executive Committee.
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Section 6. Removal of Board members
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A. The NOVA Foundation Board of Directors may meet face-to-face at least biannually and may meet monthly via conference calls. Because the viability of the NOVA Foundation is directly related to the commitment and participation of the Board, members missing three consecutive meetings or conference calls in a year without prior notice to the Chair or Executive Director will be deemed to have resigned from the Board. However, if good cause is shown in writing to the Board by the absentee Director and is approved by the Board, the Director may be re-instated in the Board's sole discretion. The absentee Director may not vote on this good cause determination.
B. The Board of Directors may vote to remove a Director at any time. A meeting to consider the removal of a Director may be called and noticed following the procedures provided in these bylaws for a special meeting of the Board of Directors. The notice shall state that the issue of possible director removal is on the agenda and the alleged reason(s) for removal, for example, violation of Section 6A above, unethical behavior, conflict of interest, etc. The Director shall have the right to present evidence at the meeting as to why he or she should not be removed. The vote may be conducted via telephone, email, facsimile or other written communication or at a face-to-face meeting of the Board. At least 51% of all other Board members must vote in the affirmative to remove a Director.
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IV. MEETINGS OF THE BOARD OF DIRECTORS
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Section 1. Meetings
The NOVA Foundation Board of Directors will meet no less than twice a year, subject to the call of the Chairperson. The NOVA Foundation Board of Directors meetings may be called via face-to-face, conference calls, virtual or any other means the Board deems appropriate. The notice of each Board meeting shall be given to each Board member by email or mail no less than five business days prior to the meeting. The rules contained in Robert’s Rules of Order (newly revised edition) shall govern the NOVA Foundation in all applicable cases and in which they are not inconsistent with the NOVA Foundation bylaws.
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Section 2. Quorum
A quorum shall consist of 51 percent of those appointed and duly serving on the NOVA Foundation Board of Directors.
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Section 3. Voting
The vote of the majority of Directors present and entitled to vote at a meeting at which a quorum is present shall determine the action of the Directors.
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V. COMMITTEES
The Chairperson shall appoint such committees as are deemed appropriate to carry out the objectives of the NOVA Foundation. Standing committees may include the Education, Finance, and Research Committees.
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VI. INDEMNIFICATION
The NOVA Foundation shall indemnify any and all persons who may serve or who have served at any time as a Director, Officer, committee chairperson or staff member of the NOVA Foundation and their respective heirs, administrators, successors and assigns, against any and all expenses incurred by such a person in connection with any action, suit or other proceedings, including any settlement thereof approved by the Board of Directors, by reason of such person’s having been a Director or Officer of the NOVA Foundation. The Directors or Officers shall not be liable to the NOVA Foundation or its members for any other reason except in the case of bad faith or willful misconduct on the part of any such person. The Officers or Directors shall have no personal liability for any contract or other commitment made by them, in good faith, and the NOVA Foundation shall indemnify and forever hold each such Officer or Director harmless against any and all liability to others on account of any such contract or commitment.
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VII. DISSOLUTION
In the event of the dissolution of the NOVA Foundation, all assets shall be disposed of in keeping with its tax exempt status and governing laws.
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VIII. AMENDMENTS
These bylaws may be amended at a meeting of the NOVA Foundation by a two-thirds majority of members present. The notice of the proposed amendment(s) must be submitted to the NOVA Foundation Board of Directors at least thirty (30) days prior to the meeting and contained in the notice of the meeting at which the amendment is considered.
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Approved August 18, 1995, Amended 2003, Amended 2007, Amended July 2010
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