The Minnesota Chapter of the Developmental Disabilities Nursing Association
Our Purpose, Mission and Bylaws
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The purpose, mission statement and bylaws of our organization.

Organization Purpose

The purpose of this organization is to enhance our practice of nursing by

  • sharing our common interest in serving persons with developmental disabilities,
  • add new members so we will grow and expand our knowledge base,
  •  network at the regular meetings, 
  •  provide continuing education opportunities for our members on DD topics, 
  •  develop our relationships in this local network, to enhance our practice of nursing in this specialty.

Our Bylaws

 

THE MINNESOTA CHAPTER

OF THE DEVELOPMENTAL DISABILITIES NURSES ASSOCIATION, INC.

 

                                                       ORGANIZATION BYLAWS

 

Article I – Name, Status and IRC 501(c)(3) Tax Exemption Provisions

                    

Section 1

 

Name & Status

 

This voluntary, non-political, non-profit 501(c)(3) organization shall be known as the Minnesota Chapter of the Developmental Disabilities Nurses Association. It is a direct subsidiary of the Developmental Disabilities Nurses Association, Incorporated, (also known by its acronym, "D.D.N.A.") which is itself a  voluntary, non-political, non-profit 501(c)(3) organization incorporated in the State of Florida.   This Chapter is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.  The Minnesota Chapter of the Developmental Disabilities Nurses Association has the same structures, purposes, activities and bylaws as its’ central organization, D.D.N.A., as set forth herein.  The Chapter has a defined relationship with its central organization, D.D.N.A., and is subject to the direct supervision and control of D.D.N.A.

 

Section 2

 

Limitations on Activities

 

No substantial part of the activities of this Chapter shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this Chapter shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.  Notwithstanding any other provisions of these bylaws, this Chapter shall not carry on any activities not permitted to be carried on (a) by a Chapter exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a Chapter, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

 

Section 3

 

Prohibition Against Private Inurement

 

No part of the net earnings of this Chapter shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that D.D.N.A. shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Chapter.

 

 

Section 4

 

Distribution of Assets

 

Upon the dissolution of this Chapter, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Chapter, shall be distributed to D.D.N.A. for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state. 

 

Section 5

 

Private Foundation Requirements and Restrictions

 

In any taxable year in which this Chapter is a private foundation as described in Section 509(a) of the Internal Revenue Code, D.D.N.A. 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the Chapter to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

 

Section 6

 

Gifts

 

The DDNA Board of Directors may accept on behalf of the Chapter any contribution, gift, bequest, or devise for the nonprofit purposes of this Chapter.

 

                                                               Article II - Purpose

Section 1

 

The purpose of this non-profit mutual benefit Chapter shall be:

 

  A.      To support and maintain the standards of acceptable nursing practice in the field of developmental disabilities;

 

  B.       To serve as a resource for developmental disabilities nursing practice and to support mutual sharing of information and views which foster the growth of the profession;

 

  C.      To help D.D.N.A. serve as a liaison to other professional organizations that directly or indirectly address the field of developmental disabilities;

 

  D.      To sponsor quality educational programs oriented toward an advanced scope of quality practice in developmental disabilities nursing;

 

  E.       To promote, support, and sponsor developmental disabilities nursing certification on a Chapter and National level, requiring continuing education and certification renewal. 

 

 

                                                            Article III - Membership

Section 1

 

  A.      All Chapter members must be National level D.D.N.A. members.  Regular Membership shall be open to Registered Nurses and Licensed Practical (Vocational) Nurses, upon payment of annual dues and upon approval at the Chapter level by D.D.N.A.

 

  B.       Application for membership shall include current nursing license number and payment of the annual fee.

 

  C.      Membership entitles a member to hold office, serve as chairperson or member of any committee, participate in association meetings, and to have a single vote in the election of directors and officers and other issues requiring organizational vote.

 

  D.      Any Chapter member may be suspended, expelled, or disaffiliated from the Minnesota Chapter of D.D.N.A. by a majority vote of the Chapter Board of Directors and with approval of the National DDNA Board of Directors.  Grounds for such action shall include unprofessional conduct, abuse of membership in the D.D.N.A., or violation of the D.D.N.A. code of ethics

 

  E.       Membership in the D.D.N.A. shall be unrestricted by consideration of nationality, race, creed, color, sex, or disability.  All membership issues shall be decided by the D.D.N.A. Board of Directors at the Chapter level.

 

Section 2

 

  A.      Associate Membership will be available to individuals with ongoing involvement in developmental disabilities nursing. 

 

  B.       Associate Membership dues will be established by the Board of Directors at the Chapter level.

 

  C.      Associate Membership entitles the member to receive all benefits provided to a Regular Member except that an Associate Member may not hold office, serve as chairperson of any D.D.N.A. committee, or have a vote in the affairs of the Association.

 

  D.      Any Associate Chapter Member may be suspended, expelled, or disaffiliated from the  Minnesota Chapter of D.D.N.A. by a majority vote of the Board of Directors and with approval of the National DDNA Board of Directors. Grounds for such action shall include unprofessional conduct or abuse of membership in D.D.N.A. 

 

  E.       Membership in D.D.N.A. shall be unrestricted by consideration of Nationality, race, creed, color, sex, or disability.  All membership issues shall be decided by the D.D.N.A. Board of Directors at the Chapter level.

 

 

Section 3

 

  A.      Dues for members of the Minnesota Chapter of DDNA will be established by the National D.D.N.A. Board of Directors.

 

  B.       Charter members, designated as those whose membership was postmarked no later than December 31, 1992, will enjoy the charter membership dues rate throughout their membership.

 

 

 

                                                       Article IV - Board of Directors

 

Section 1

 

  A.      The Board of Directors of the Minnesota Chapter of D.D.N.A. shall address the regular business of the association at meeting and by other various means of communication, such as, but not limited to phone, mail, electronic mail, facsimile transmission, or telecommunications.

 

  B.       The Board of Directors shall consist of not more than five (5) voting members as defined by Article V, Section 1A.  The duties of the Board of Directors shall include:

 

1.   Enforcing the National policies of the D.D.N.A.;

 

2.      Review and approval of the Chapter’s expected annual revenues and Chapter expenses. 

 

3.      Providing a report of the Chapter’s expected annual revenues and expenses to DDNA’s Chapter and National Headquarters.

 

4.      Approval, modification, or disapproval of reports and actions of the Chapter’s officers or committees, minutes and reports of which shall be copied to D.D.N.A.’s Chapter headquarters and DDNA National Headquarters.

 

  C.      A quorum shall be comprised of a majority of Board members.

 

  D.      Motions considered by the Board shall be approved by majority vote following discussion and seconding.

                       

 

Section 2

 

  A.      The Chapter Board of Directors shall meet in person at least once per year.  Board members shall each have one vote, and a majority shall decide the matters before the board.

 

  B.       In order to conserve travel and telephone costs, uncomplicated or single issue matters may be determined by presentation to, and voting by, the Board of Directors by mail, electronic mail, or facsimile.

 

  C.      A Chapter officer may be removed by the Chapter level Board of Directors of D.D.N.A. for cause, with approval of the DDNA National Board of Directors.  "Cause" shall include, without limitation, failure to perform the duties of the office, failure without excuse to attend meetings, or acting in such a way as to injure the D.D.N.A.'s reputation or hamper its work

 

  D.      An officer may resign by giving a minimum of thirty days written notice.

 

  E.       In the event of a vacancy, the unexpired term of an officer will be filled by appointment by the Chapter level Board of Directors.

 

 

 

 

                                                                Article V - Officers

Section 1

 

  A.      There shall be the following elected Chapter officers:

(1)        President

(2)        President Elect

(3)        Vice President

(4)        Secretary

(5)        Treasurer

 

B.     These elected officers shall serve as members of the Board of Directors for the Chapter with the President being Chairman of the Board.

 

 

Section 2

 

A.        An elected officer's term of office shall be as stated in Article VI, Section 1A.  Maximum tenure shall be six consecutive years in any given office.

 

B.         Qualified nominees for all Board positions shall be a RN or LPN/LVN and a National DDNA member in good standing as of the date of the nomination deadline. 

 

                                                              Article VI - Elections

Section 1

 

A.        The term of office for the President-Elect shall be for two years, who shall succeed to the office of President at the end of the two year term and serve as President for two years.  At the discretion of the Board, at the end of the President’s term, the President may attend Board meetings for a one year period as Past President in an advisory non-voting capacity.

 

B.        The terms of office for the Vice President, Secretary, and Treasurer shall be for three years.  The Board may shorten or lengthen the terms of these offices for purposes of achieving staggered terms.

 

 

Section 2

 

  A.      The annual election of Officers shall be by a confidential ballot.  Manually executed paper ballots  must be made available to members upon request.  Only members who have paid annual dues a minimum of eight weeks prior to the election are eligible to vote.

 

  B.       The Chapter Board of Directors may choose to make available access to biographical information regarding candidates for election and shall provide Chapter members with an official ballot at least four weeks prior to the election.  The Chapter Secretary shall oversee the count of all approved ballots and present the results to the Chapter Board, the  National DDNA Board, and the Chapter membership.

 

C.      The Chapter Board of Directors may choose to establish rules and procedures for campaigning for Chapter offices to take into account avoidance of negative comments or acts disparaging another candidate, potential candidate, the Chapter and     its’ Board of Directors, or the D.D.N.A. and its’ Board of Directors. 

 

 

 

                                                       Article VII - Duties of Officers

Section 1

 

The President shall:

 

  A.      Represent the Chapter and preside at all meetings of the Chapter Board of Directors, as well as any special meetings that may be called by the Board of Directors.

 

  B.       Appoint heads of all committees and make interim appointments as needed with majority approval of the Chapter Board of Directors.

 

  C.      Make interim appointments as needed with the majority approval of the Chapter Board of Directors.

 

  D.      Be a signatory to contracts binding the Chapter.

 

  E.       Serve as ex-officio Member of all Chapter committees.

 

Section 2

 

  A.      The President-Elect shall perform the duties of the President if absent, and other duties as assigned by the President.

 

  B.       The Vice President shall perform the duties of the President-Elect if absent, and other duties as assigned by the President.

 

Section 3

 

  A.      The Secretary shall ensure that minutes are recorded of all proceedings of the Board of Directors, and special meetings as called by the Board of Directors.  In addition, the Secretary shall perform duties as assigned.

 

Section 4

 

  A.      The Treasurer shall perform the duties of the financial officer of the association, including, but not limited to: payment of expenses, preparation of financial reports, custodial care of the association checking account(s), and will report directly to the D.D.N.A. Board of Directors.  In addition, the Treasurer shall perform duties as assigned.

 

                                                             Article VIII- Meetings

Section 1

 

  A.      The Chapter Board of Directors shall notify Chapter members and the Chapter D.D.N.A. headquarters of any and all Chapter meetings reasonably in advance of such meetings.

 

Section 2

 

A.             The Board of Directors shall meet at least once annually.

 

 

                                                              Article IX - Finances

Section 1

 

  A.      Fiscal Year:  The fiscal year of the Developmental Disabilities Nurses Association shall be January 1 through December 31.

 

  B.       Dues:  Dues for the Minnesota Chapter of the D.D.N.A. shall be established, billed, collected, and disbursed by the National Board of Directors of DDNA and the National D.D.N.A. office.  Membership dues will be payable for a twelve (12) month period, which period will coincide with the Chapter member’s National DDNA membership.  Pro rata dues will be assessed for periods of less than one year and will be assessed in monthly increments, with one twelfth (1/12) of the annual dues rate per month or partial month of applicability.  Members shall forfeit all membership rights by non- payment of dues. 

 

  C.      Signatures:  Checks, drafts, notes, and other documents of a fiscal nature may be signed by the President, Treasurer, and/or other such persons as the Chapter Board of Directors may designate.

 

 

                                                            Article X- Amendments

Section 1

 

  A.      The National DDNA Board of Directors shall, by a majority vote, have the authority to amend the Chapter bylaws for any reason, including, but not limited to, conformity with DDNA policy, consistency with applicable state and federal law, and compliance with Internal Revenue Service regulations.

 

B.             All changes shall be made available to the Chapter Board and membership via written or electronic communication

 

 

Article XI - Offices

Section 1

 

A.        The principle office and mailing address of the Minnesota Chapter of the Developmental Disabilities Nurses Association shall be established by the Chapter Board of Directors at such places as the Board of Directors may from time to time determine or the business of the Association may require, and be immediately reported to the Chapter D.D.N.A. members and the National DDNA  Headquarters.

 

 

Article XII - Conflict of Interest and Compensation Approval Policies

 

Section 1

 

Purpose of Conflict of Interest Policy

 

The purpose of this conflict of interest policy is to protect this tax-exempt Chapter's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Chapter or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

 

Section 2

 

Definitions

 

a. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.

 

b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

 

1.   An ownership or investment interest in any entity with which the Chapter has a transaction or arrangement;

2.   A compensation arrangement with the Chapter or with any entity or individual with which the Chapter has a transaction or arrangement; or

3.   A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Chapter is negotiating a transaction or arrangement.

 

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

 

A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

 

Section 3

 

Conflict of Interest Avoidance Procedures

 

a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose to the Chapter and Chapter level Boards the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

 

b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall withdraw from the governing board or committee meeting, which shall be held in abeyance while the determination of a conflict of interest is discussed and voted upon by the Chapter level Board of Directors, which shall decide if a conflict of interest exists.

 

c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall withdraw from the meeting during the discussion of, and the deliberation and vote on, the transaction or arrangement involving the possible conflict of interest.

 

The chairperson of the Chapter Board of Directors shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

 

After exercising due diligence, the Chapter Board of Directors shall determine whether the Chapter can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.  If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Chapter Board of Directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Chapter's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether the Chapter may enter into the transaction or arrangement.

 

d. Violations of the Conflicts of Interest Policy. If the Chapter Board of Directors has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.  If, after hearing the member's response and after making further investigation as warranted by the circumstances, the National Board of Directors determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 

Section 4

 

Records of Board and Board Committee Proceedings

 

The minutes of meetings of the Chapter and National Board of Directors and all committees with board delegated powers shall contain:

 

a.   The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the National Board of Directors’ final decision as to whether a conflict of interest in fact existed.

 

b.   The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 

 

Section 5

 

Compensation Approval Policies

 

A voting member of the Chapter Board of Directors who receives compensation, directly or indirectly, from the Chapter for services is precluded from voting on matters pertaining to that member's compensation.

 

A voting member of any Chapter committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Chapter for services is precluded from voting on matters pertaining to that member's compensation.

 

No voting member of the Chapter Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Chapter, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

 

When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the Board or a duly constituted compensation committee of the Board shall also comply with the following additional requirements and procedures:

 

a.   The terms of compensation shall be approved by the Board or compensation committee prior to the first payment of compensation;

 

b.   All members of the Board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each Board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):

 

1.   Is not the person who is the subject of the compensation arrangement, or a family member of such person;

 

2.   Is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement;

 

3.   Does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement ;

 

4.   Has no material financial interest affected by the compensation arrangement; and

 

5.   Does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the Board or committee member.

 

c.   The Board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:

 

1.   Compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources;

 

2.   The availability of similar services in the geographic area of this organization;

 

3.   Current compensation surveys compiled by independent firms; and

 

4.   Actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement.

 

As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services

 

d.   The terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the Board or compensation committee that approved the compensation. Such documentation shall include:

 

1.   The terms of the compensation arrangement and the date it was approved;

 

2.   The members of the Board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member;

 

3.   The comparability data obtained and relied upon and how the data was obtained;

 

4.   If the Board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the Board or committee shall record in the minutes of the meeting the basis for its determination;

 

5.   If the Board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting;

 

6.   Any actions taken with respect to determining if a Board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement); and

 

7.   The minutes of Board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next Board or committee meeting or 60 days after the final actions of the Board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the Board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next Board or committee meeting following final action on the arrangement by the Board or committee, and be copied to National D.D.N.A. headquarters.

 

Section 6

 

Annual Statements

 

Each director, principal officer, and member of a committee with Board delegated powers shall annually sign a statement which affirms such person:

 

a.   Has received a copy of the conflicts of interest policy;

 

b.   Has read and understands the policy;

 

c.   Has agreed to comply with the policy; and

 

d.   Understands the Chapter is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

 

Section 7

 

Periodic Reviews

 

To ensure the Chapter operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

 

a.   Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining; and 

 

b.   Whether partnerships, joint ventures, and arrangements with management organizations conform to the Chapter's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

 

 

Section 8

 

Use of Outside Experts

 

When conducting the periodic reviews as provided for in Section 7, the Chapter may, but need not, choose to use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

 

 

 

Minnesota Chapter of the  DDNA