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News from Your Board

March 2015
Dear Colleagues:


Thank you in advance for reading the paragraphs below.    I have some sense of how busy you are as a nurse caring for pediatric surgical patients. 
THANK YOU for taking the time to review this update.


SITUATION 

I want to tell you about some important changes going on within APSNA regarding our attorneys, incorporation status, and bylaws.  If you are attending our annual meeting in Fort Lauderdale at the end of April you will have a chance to meet with the Board and other APSNA members prior to presentation of these items at the Annual Business Meeting.  If you are not able to attend our conference, I invite you to share your input in advance.

BACKGROUND

Some of you know that I was APSNA’s first Treasurer and served a second term on the Board as Treasurer several years ago.  I completed our original IRS application for tax exempt status and a subsequent application for
501 (c) (3) statuses to allow for donations to APSNA to be tax deductible.    We did all of this without legal advice.

I don’t know that APSNA has ever had an attorney.  Last year when we signed our contract with Lippincott to professionally publish the Journal of Pediatric Surgical Nursing the APSNA Executive Committee wanted an attorney to review it.   Our Treasurer, Barb Bratton, found a non-profit attorney who was willing to work with us- he wanted $2,000 in advance, however.  So, what did we do?  We were frugal, trying to be good stewards of APSNA’s resources, and found a “friend of a friend” to unofficially review the contract for us.

We’ve had a lot of discussion the past two years regarding Illinois State law for non-profits.  Illinois because that’s where our official mailing address is.    However, we are not incorporated in Illinois. In fact, we are not incorporated at all.  We were organized in Massachusetts but have never been incorporated.   And incorporation is important for protection of our members from liability. 

So, what to do?  As I said, we want to be good stewards of our APSNA resources.  That means we don’t want to pay thousands of dollars for an attorney. Fortunately, our President-Elect, Raquel Pasaron, made some contacts and identified a law firm that was willing to perform pro bono work for us.  We signed a Letter of Engagement with them in November.

The first charge for the attorneys was to advise us regarding our incorporation status.  To do this, they needed to review our Articles of Organization and our Bylaws. 

Upon completion of this review, they strongly recommended that we incorporate and they have been helping us with the steps to make this happen.  They have also made many recommendations to update and re-write our bylaws in accordance with Florida state law for non-profits.    We have chosen to incorporate in Florida for two reasons:  1) that is where our attorneys are based and 2) our attorneys recommend that we incorporate in a state that has a lot of non-for-profit incorporated entities because the law is better defined.  Florida is one of these states.

Finding an attorney for APSNA has been one initiative for us over the past few years.  A second initiative has been Board Restructuring.  You may have already read in the Journal of Pediatric Surgical Nursing or News You Can Use about some recommendations the APSNA Board has made to our bylaws regarding Board Restructuring.  The outcome of the recommendations, if supported by the membership, will result in two major changes over the new few years:

1)   A decrease in our Board size from 13 to 9

2)   A two-year term for the APSNA President

We will soon be posting the recommended changes to the bylaws for your review and we hope that you will look at them carefully.   Many of the changes are really re-wording and re-ordering of existing language and provisions.  There are some significant differences, however, and we will highlight these for you. 

ASSESSMENT
As a Board, and at the recommendation of our attorneys, we feel that incorporation is a good and necessary thing for ASPNA.  We are fortunate to have attorneys who have the expertise to guide us through this process. 

RECOMMENDATION
I ask you to please review the bylaws when we post them and to contact me directly with any questions or comments.  If you are coming to conference, please attend the information session on Tuesday, April 28 from 3P-4PM.  Please consider supporting the bylaws changes recommended by our attorneys and supported by the APSNA Board of Directors.

Again, thank you for your time and attention.  I look forward to seeing many of you in Florida next month.

 

With warm regards,

Chris McKenna
2014-2015 APSNA President

 

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