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
– develop and implement standards of care
– act as a voice for Nephrology nurses
– improve communications between the units around the country
– achieve a high level of quality of care for patients and their families
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 the Honorary Secretary of INNA.

Article Three: Membership

3.1 Ordinary membership shall be open to all nurses whose work involves the development, teaching, implementation or direct delivery of care to renal patients.

3.2 Associate membership shall be open to all nurses and related personnel with an interest in Nephrology nursing.

3.3 Application for membership shall be made only on the internet via the INNA website . The appropriate fee will be electronically collected from the member joining or renewing INNA membership using the Paypal facility.

Article Four: Membership terms and Subscription

4.1 Membership
Ordinary and associate members may join at any time during the year. Membership is valid from January 1st December 31st.

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 Resignation
Members may resign from membership or the association at any time, provided written notice is given to the Honorary Secretary. The resignation shall be effective on the last day of the calendar month after notice is received. Resignation shall not relieve a member from any liability prior to the effective date of resignation, in the event of the association insolvency.

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 Liability
Suspension shall not relieve a member of any liability during the period of suspension, in the event of the Association’s insolvency. An expelled member shall cease to have any claim on the Association or its property or funds, as he would have by right of membership. No refund of fees or subscriptions shall be made in the case of suspension or expulsion. Expulsion will not relieve a member of any liability prior to the effective date of such expulsion in the event of the association’s insolvency.

5.6 Non Payment of annual subscription
Membership will be deemed to be lapsed, where annual subscription fees have not been paid one month after the due date.

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 these rules).

6.2 Committee
The committee shall consist of Honorary Officers:- President, Vice President, Secretary, Vice Secretary, Treasurer, Vice Treasurer, Public Relations Officer, Vice Public Relations Officer, Education Officers, Infection Control Advisor, Paediatric Nurse Advisor, chairperson of any special interest group.

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 four members.

6.4 Chairperson
The President or in her absence the Vice President 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 Honorary Secretary shall summon a meeting of the Committee to fulfil the twelve weekly requirements of the rules, or at any time on receipt of a requisition by three members of the Committee.

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
The Committee shall cause to be recorded, written minutes for all General and Committee meetings, to include the attendance and details of all resolutions and proceedings at each meeting. Summary reports of all Sub-Committee meetings shall be given at all Committee meetings and duly recorded.

6.8 Minute Book/Folder
The minute book/folder 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 an Ordinary Member of the association, who is not suspended, in appears, or expelled.

6.9 Sub-Committees / Special Interest Groups
Sub-Committees / Special Interest Groups may be appointed from time to time by resolution of the Committee, defining terms of reference, duration, and constitution, subject to minimum of three members one of whom is a member of the Committee. All Sub-Committees / Special Interest Groups existing prior to an Annual General Meeting shall remain in office until the first meeting of the new Committee.

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. Any other General Meeting shall be called a Special General Meeting.

7.2 The Annual General Meeting shall be summoned by the Honorary Secretary on the instructions of the Committee. A special General Meeting may be summoned by the Honorary Secretary on either instructions of the Committee or receipt of a requisition to that effect, stating the objective of such a meeting, signed by fifteen Ordinary Members in good standing.

7.3 Notice of a 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.

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

7.5 The Annual General Meeting shall deal with:
(a) The minutes of the last Annual General Meeting.
(b) The reports of the Committee and Officers for the year.
(c) Receiving the Accounts, Balance Sheet, and Auditors Report thereon for the year ending.
(d) Election of Officers of the Committee and Auditor(s).
(e) Resolutions.
(f) Fixing of Annual Subscriptions.
(g) Any other business.
7.6 At all General Meetings the President or in her absence the Vice-President shall act as Chairperson. In their absence an Ordinary Member elected by a simple majority of eligible members present and voting, shall act as Chairperson.

7.7 No business shall be transacted at a General Meeting unless a quorum of ten per cent of the Ordinary Members entitled to vote is present.

7.8 If within half an hour after the time appointed for holding the General Meeting a quorum is not present, the meeting is dissolved. Arrangements will be made to reschedule the meeting. If at the adjourned meeting a quorum is not present a half an hour after the appointed time, the members present shall form a quorum.

7.9 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.

7.10 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.

7.11 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.

7.12 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.

7.13 Each Ordinary 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.

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

7.15 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.

7.16 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 Ordinary Members, in good standing, on request, a register of members. The register shall include the name and last known address 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 Ordinary 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 Officers and Committee shall retire at each Annual General Meeting. Outgoing members are eligible for re-election if nominated as provided in these rules.

8.4 The names of the members who have consented to stand for election to Honorary Officer 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 Election to all Honorary Officer positions on the committee shall be by ballot of the ordinary Members present and entitled to vote at the Annual General Meeting. Election shall be by simple majority with the Chairpersons casting vote deciding any tie.

8.6 Honorary Officers and Committee declared by the Chairperson, shall hold office until the following 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.

8.7 In the event of resignation from the Committee of an Honorary Officer or the president, during its term of office, the Committee shall elect a new Officer/President from its members at the time of resignation.

8.8 In the event of resignation from the Committee of an Ordinary member, the relevant Renal Unit shall be required to appoint a replacement.

8.9 The President of the Committee shall not be eligible for re-election to the position of the President following three consecutive years in office.

Article Nine: Powers of the Committee

9.1 Except as otherwise provided in these rules, 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 rules. The Committee shall carry out such directions as are given by valid resolution carried at a General Meeting, provided that no such directions shall invalidate any prior act of the Committee, which would have been valid if that direction had not been given.

9.2 All cheques, promissory notes, drafts, bills of exchange and negotiable instruments and all receipts for monies paid to the Association, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case maybe, by such person or persons and in such manner as the Committee shall by resolution determine.

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

9.4 All the acts done by meeting of the Committee or of a Sub-Committee or by any person acting as a Committee member with the approval of the Committee, shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Committee member or person acting as aforesaid, or that or that they or any of them were disqualified, be valid as if every such person had been duly appointed and was qualified to be a Committee member.

9.5 The Committee shall have power to make, amend and repeal such bye-laws and regulations as they may deem necessary or convenient for the proper conduct and management of the Association.

9.6 The Committee shall post a notice to each Renal Unit to bring to the attention of the members all bye-laws and regulations, and all amendments and repeals to these as they become effective.

9.7 The Committee has the authority and responsibility to:
(a) Ensure that the purpose, aims, Policies and Procedures 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 Officer, (as defined in clause 6.2) of the Association shall be indemnified b the Association against, and it shall be the duty of the Committee to pay, all losses, costs and expenses which any Honorary Officer may incur or become liable for, by reason of any contracts entered into, or any act or thing done by her as such Honorary Officer, or in any way in the proper discharge of her/his duties as such Honorary Officer. The amount, for which such indemnity is proved, shall have priority of payment as between the members and all other claims.

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 Executive 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.

Article Eleven: Miscellaneous Rules

11.1 These rules shall not be repealed or amended nor shall new rules be enacted except at a General Meeting, where due notice has been given of such alteration. A majority of two-thirds of the members present entitled to vote and voting, shall be necessary to carry any such resolution seeking amendment to these rules.

11.2 The titling, grouping and numbering of these rules shall have no significance other than the convenience and identification.