Constitution

Article One: Name and Objects

1.1 The name of the association is the “Irish Nephrology Nurses Association”. The name of the association or the abbreviation “INNA” may be used.

1.2 The aim of the association shall be to:
– create an awareness or renal nursing amongst other professionals
– act as a voice for Nephrology nurses
– improve communications between the units around the country
– promote the advancement of renal care through education and continuous professional development.

Article Two: Address for correspondence

2.1 The address of the association shall be that of  an elected person on the committee as agreed by the committee members.

Article Three: Membership

3.1 Membership shall be open to all whose work involves the development, teaching, implementation or direct delivery of care to nephrology patients.

3.2 Application for membership shall be made only on the internet via the INNA website www.inna-ireland.com . The appropriate fee will be electronically collected from the member joining or renewing INNA membership using the online facility.

Article Four: Membership terms and Subscription

4.1 Membership
Members may join at any time during the year. Membership is valid from 1st March to 28th February the following year.

4.2 Annual Subscriptions
Annual Subscriptions shall be set at each Annual General Meeting for the following year.

4.3 Refunds
Subscriptions shall not be refundable.

4.4 Omissions
Where, at an Annual General Meeting, the members neglect or omit to fix subscriptions for membership, the previous year’s subscriptions rates shall apply for the next year.

Article Five: Termination of Membership

5.1 Membership Termination

Membership is automatically terminated on the 28th February.

5.2 Suspension/Expulsion
The committee shall have the power to expel or suspend a member from taking part in the Association’s activities for a period not exceeding six months on each occasion, where it is felt the said member is in breach of the rules of the Association, and /or whose conduct has, or is likely to bring the Association into disrepute.

5.3 Notification
In all case of proposed suspension or expulsion, the member shall be given seven days notice in writing of the meeting at which the matter shall be considered. The member and any witnesses that the member or the committee may call shall be entitled to be heard before any ballot is taken on the matter.

5.4 Effectiveness
Expulsion or Suspension for a period not exceeding six months shall be effective after adoption of a resolution of the Committee by ballot, where a two-thirds majority of committee members present, is in favour of suspension.

5.5 Expulsion
An expelled member shall cease to have any claim on the Association or its property or funds, as they would have, by right of membership.  In the event of insolvency of the association no refund of fees or subscriptions shall be made in the case of suspension or expulsion of a member.

Article Six: Management

6.1 Management
The affairs of the association shall be under the management of a committee elected for not less than one year by the general body of members (as provided for in this constitution), with re-election of committee members every three years.

6.2 Committee
The committee shall consist of Honorary Members:- Chairperson, Secretary, Treasurer, Vice Treasurer, Public Relations Officer, and Education Officers.

6.3 Meetings
The committee shall meet at least once every twelve weeks for the dispatch of business, adjourn or otherwise regulate their meetings as they think fit. The quorum necessary for the transaction of the business of the committee shall be three members.

6.4 Chairperson
The Chairperson or in their absence the Secretary, shall act as chairperson at all meetings of the Committee. In their absence the members of the committee present, shall elect one of their number as chairperson by a simple majority.

6.5 Notice of Meetings
The meeting dates shall be set under “any other business” and agreed by committee members. Each meeting must conclude with the next meeting date scheduled.

6.6 Voting
Resolutions of the Committee shall be decided by a simple majority. In the event of an equality of votes for and against a resolution, the Chairperson shall have a second or casting vote.

6.7 Minutes – Recording
The written minutes for all General and Committee meetings, will include the attendance and details of all proceedings at each meeting. A copy of the minutes will be forwarded to each committee members by the secretary within Seven working days of the meeting

6.8 Minutes – Storage
The minutes of all meetings shall normally be in the custody of the Honorary Secretary and shall be made available for inspection within seven days of a written request from any Member of the association, who is not suspended, or expelled. The minutes are stored on a password protected google drive accessible to committee members.

Article Seven: General Meetings

7.1 An Annual General Meeting of the Association shall be held each year at such time and place, as the Committee shall appoint. To facilitate members attendance the AGM can be held at the annual INNA conference.

7.2 Notice of the Annual General Meeting shall be posted to all Renal Units at least thirty days in advance of the meeting. The time, date, place and subject matter shall be included in the notice. The date of notification shall be determined by the postmark. Accidental omission or non-receipt shall not invalidate the proceedings at the meeting.

7.3 The deadline for the return of motions by voting Members for consideration at the Annual General Meeting shall be not later than fourteen days prior to the date of the Annual General Meeting.

7.4 The Annual General Meeting shall deal with:
(a) The minutes of the last Annual General Meeting.
(b) The reports of the Committee  for the year.
(c) Receiving the Accounts, Balance Sheet, and Auditors Report (if applicable) thereon for the year ending.
(d) Election of the Committee members will every three years.
(e) Fixing of Annual Subscriptions.
(f) Any other business.

7.5 At any General Meeting of the Association, a resolution or proposal shall be decided to be carried by a majority of those members present, entitled to vote, and voting.

7.6 At any General Meeting of the Association, a resolution or proposal shall be decided by a show of hands, a secret ballot may be demanded by the Chairperson or at least three eligible members before the show of hands takes place. A demand for a ballot may be withdrawn.

7.7 In the event of a ballot the Chairperson may appoint such scrutineers as is deemed necessary for the proper conduct of a ballot, and will direct the manner in which the ballot will take place.

7.8 The Chairperson shall declare the result of the vote taken and the recording of her declaration in the minutes of the meeting shall be conclusive evidence of the result without proof of the number of votes or proportion of the and against.

7.9 Each member present shall have one vote on each resolution and proposal. Suspended or expelled members whose resignations have been recorded, and members who are in arrears, shall not be entitled to vote.

7.10 In the event of a tie in any matter the Chairperson shall have a second or casting vote.

7.11 Objections for the qualifications of any voter may be raised only at the General Meeting, or adjourned General Meeting at which the vote is being tendered. The Chairperson’s decision on any such objection shall be final and conclusive, provided it is in accordance with these rules.

7.12 A proposal to adjourn a meeting shall be voted on immediately. A vote on any other question shall be taken at such time as the Chairperson elects.

Article Eight: Election of the Committee

8.1 The Honorary Treasurer shall draw up, maintain, and make available to the committee, in good standing, on request, a register of members. The register shall include the name and contact details of every person  who is a member of the Association at the General Meeting of the preceding year, and every person confirmed in membership since that date.

8.2 Every member, in good standing, who is entered in on the register is eligible for election or appointment to the Committee or any Honorary Office of the Association.

8.3 The Honorary  Committee  Members shall retire every three years  at the Annual General Meeting. Outgoing members are eligible for re-election if nominated as provided in this constitution.

8.4 The names of the members who have consented to stand for election to Honorary positions, together with the names of the proposer and seconder who shall both be eligible members, shall be given in writing to the Honorary Secretary at least seven days before the date of the Annual General Meeting. In the event of insufficient nominations being received, the Chairperson of the Annual General Meeting shall invite nominations of consenting members during the meeting, such nominations being proposed and seconded by eligible members present.

8.5 Honorary committee members declared by the Chairperson, shall hold office for three years following the Annual General Meeting unless a member resigns by giving fourteen days notice to the Honorary Secretary, or a member fails to attend three consecutive scheduled meetings of the committee without showing reasonable cause, in which event at the discretion of the Committee notice of resignation shall be deemed to have been given.

8.6 In the event of resignation from the Committee of an Honorary member, during its term of office, the Committee shall elect a new person from its members at the time of resignation.

Article Nine: Powers of the Committee

9.1 Except as otherwise provided in the constitution, the Committee shall have full authority to receive all income and pay all expenses incurred in the promoting, registering, and running of the Association, and shall exercise all such powers of the Association as are consistent with the constitution.

9.2 The accounts  of the association shall normally be in the custody of the Honorary Treasurer and shall be made available for inspection within seven days of a written request from any member of the association, who is not suspended, or expelled.  The accounts are stored on a password protected google drive accessible to committee members.

9.3 All cheques, promissory notes, drafts, bills of exchange and all receipts for monies paid to the Association, shall be signed, drawn, accepted, endorsed by the treasurer on behalf of the committee. The treasurer will record  income, expenditure, bank reconciliation and balance sheet for each year.

9.4 The Committee shall not have the power to borrow money on behalf of the Association without prior agreement from the members of the Association by a two thirds majority at a General Meeting or by postal vote.

9.5  This constitution will be reviewed every three year, The Committee shall have power to make, and amend this constitution as they may deem necessary or convenient for the proper conduct and management of the Association.

9.6 The Committee has the authority and responsibility to:
(a) Ensure that the purpose and aims of the Association are followed.
(b) Publish, print or issue such publications, books, periodicals, newsletters, journals necessary for INNA to realise its aims.
(c) Organise educational and scientific events such as conferences, courses, meetings, seminars, workshops and exhibitions in its area of knowledge for its members and others.
(d) Decide on the establishment and organisation of those administrative functions necessary for the most effective management of the Associations business and the pursuit of its aims.
(e) Organise an Annual General Meeting.
(f) Establish an annual budget.
(g) Give an audited account of the Associations finances on an annual basis.

Article Ten: Liability, Indemnity and Dissolution of the Association

10.1 Every Honorary Committee Member, (as defined in clause 6.2) of the association shall be indemnified by the association. It shall be the duty of the committee to pay, all losses, costs and expenses which any Honorary Committee Member may incur or become liable for. Any contracts entered into, or any act by an Honorary Committee Member on behalf of the association in the proper discharge of her/his duties shall have priority of payment as between the members and all other claims. The amount, for which such indemnity is proven.

10.2 A resolution requiring the liquidation of the Association can only be decided upon the voting of the Members of the Association at a General Meeting or by postal vote.

10.3 A resolution requiring the liquidation of the Association requires the support of at least 51% of all voting members.

10.4 The method of disposal of the Associations assets shall be proposed by the  Committee and approved at the same meeting at which the resolution to dissolve the Association has been taken, or by approval of an appropriate motion in the case of a postal vote.