Washington State Affiliate of ACNM Nonprofit Incorporation Bylaws

 

ARTICLE I. NAME AND PRINCIPAL OFFICE

 

Section A.  Washington State Affiliate of ACNM Nonprofit Incorporation

 

The Washington State Affiliate of ACNM is an incorporated entity formed in the State of Washington and is an Affiliate of the American College of Nurse-Midwives (ACNM), hereafter to be known as the Affiliate.  The principal office shall be the address of the president of the Washington State Affiliate of ACNM.

 

ARTICLE II. PURPOSES AND LIMITATIONS

 

The purposes of the Affiliate are as set forth in our Articles of Incorporation.

 

Section A.  Mission and Vision Statement 

 

Mission: With midwives. With Washington. With justice.

 

Vision: A just and healthy Washington where all people—especially those historically excluded from equitable care—have access to high-quality, culturally relevant, trauma-informed reproductive healthcare through the advancement and visibility of the midwifery profession by:

• Promoting evidence-based, person-centered care that honors the dignity, autonomy, and diversity of birthing people, newborns, and families
   

• Eliminating health disparities through active anti-racism, accountability, and systems change
   

• Practicing cultural humility and amplifying the voices of Indigenous, Black, LGBTQIA2S+, immigrant, and rural communities
   

• Acknowledging and confronting the historical and ongoing impacts of colonization, white supremacy, and medical injustice in Washington’s healthcare system
   

• Building and sustaining a midwifery workforce that reflects and responds to the communities it serves, including through mentorship, education, and policy advocacy
   

• Fostering collaboration and solidarity with community partners, birthworkers, and other healthcare providers

 

 

Section B. Purposes

 

As set forth in our Articles of Incorporation, this ACNM Affiliate has the following purposes: 

 

• Represent the membership regarding issues impacting the practice of midwifery in the State of Washington in accordance with the bylaws and policy guidelines of the American College of Nurse-Midwives.

 

• Promote the health and well-being of people, families, and communities in Washington by furthering the profession of midwifery.

 

• Establish a mechanism for cooperation with other groups and organizations in promoting the health and well-being of all people and communities in Washington.

 

• Achieve legislation and regulation that is favorable to midwifery practice for all midwives. 

 

• Support and foster appropriate professional licensure regulations and legislation related to midwifery and sexual and reproductive health.

 

• Facilitate communication between the American College of Nurse-Midwives and the membership of the State of Washington Affiliate.

 

• Promote the profession of midwifery, excellence in the practice of midwifery, and the education of midwives within the State of Washington

 

• Provide a recognized forum for the free and respectful exchange of ideas and information related to the midwifery profession and sexual and reproductive health.

 

• Inform the ACNM of the needs and issues of the Affiliate.

 

• Promote and support the ongoing evaluation and improvement of the general and specific mission and purposes of the ACNM. 

 

• Represent official positions of the ACNM.

 

• Give support and encouragement to the concerns and interests of midwives and student midwives in Washington State.

 

• Encourage Washington State midwives and student midwives to actively participate in the functions and ongoing improvement relating to the American College of Nurse-Midwives.

 

• Serve as a source of information to the public and to government agencies concerning excellence in midwifery and sexual and reproductive health care practices and services.

 

• Engage in and support research activities relating to the profession of midwifery and sexual and reproductive health.

 

• Engage in all other corporate activities permitted by law. 

 

ARTICLE III. MEMBERSHIP AND PRIVILEGES

 

Section A.  Membership

 

To qualify as Members of this Affiliate, individuals must be members in good standing of the American College of Nurse-Midwives.

 

Section B.  Classification, Qualifications and Privileges of Members

 

The categories of membership, as established by ACNM:

 

• Active members of the Affiliate may make motions, vote, and hold office, including student members. 

 

• Student members may vote and serve on committees and task forces in any capacity.

 

• Associate (category as defined by ACNM) members in the Affiliate may speak, but may not make motions, vote, or hold office. They may serve on committees and task forces in any capacity except Chairperson.

 

Section C. Membership Expiration, Resignation, Suspension, Expulsion, Termination, or Transfer

 

Membership expiration, resignation, suspension, expulsion, termination, or transfer is established by ACNM.

 

ACNM national membership mandates membership in the appropriate Affiliate.  Washington State membership is based on the address provided to ACNM.  Members are encouraged to provide their home address, as that is the jurisdiction where they vote.  Uniformed Service members with a stateside address may choose to be members of the Uniformed Services Affiliate or that of the state/territory in which they reside.

 

At their option, members may belong to more than one Affiliate by paying the additional dues to the second Affiliate.  

 

Section D.  Chapters

1.  Affiliate members may form subgroups called Chapters within affiliates to meet their needs. These Chapters shall be organized by geographic area within the Affiliate. 

2. All Chapter members shall be members in good standing of the ACNM and the Affiliate.

3. The Board of Directors recognizes and dissolves Chapters as requested by the Chapter. The Board of Directors reviews Chapter standing rules of operating procedures (SROPs) every three years for congruence with the Affiliate and ACNM. 

4. All Chapter activities must be congruent and supportive of the Affiliate and ACNM bylaws, policies, procedures, positions, practices, and all applicable laws. 

5. The Chapter may engage in activities, including but not limited to:  

• the solicitation of donations, funds, and other third-party sponsorships; 

• the development and sponsorship of educational symposia, professional conferences, and written publications; and 

• the sponsorship and endorsement of governmental and non-governmental policies and programs related to the professional field of midwifery

 

Section E.  Membership Dues

 

The amount of the Affiliate membership dues for the next year shall be recommended by the Board of Directors and will be adopted by membership vote at the first meeting of the fiscal year. 

 

• Annual membership dues shall be the amount determined by the Affiliate. 

 

• Associate membership, as defined by ACNM, dues shall be an amount equal to 50 % of the active membership dues.

 

• Student membership dues shall be waived during the duration of enrollment in school. 

 

• Retired membership dues shall be waived.

 

• Board of Directors dues shall be waived for the duration of their service.

 

• Non-Payment of Dues.  

 

•  A member whose dues are not paid by the due date is delinquent. 

 

• A member who has not paid all applicable dues within 60 days of the dues date shall be in default and not in good standing, and shall not be entitled to exercise any rights or privileges of Affiliate or ACNM membership until all such current dues are paid in full.

 

• Members who pay all dues in arrears within 60 calendar days of notice of the default shall not lose any membership privileges. 

 

• Non-payment of applicable dues in arrears will cause membership in the Affiliate and ACNM to expire or be terminated. 

 

• Board Authority/Dues, Fees, and Assessment Reduction and Waiver. 

  • The Affiliate Board of Directors/Officers shall have the sole authority and responsibility to develop, establish, and enforce policies to determine, modify, and, in special circumstances, reduce or waive fees for special and particular reasons, including, but not limited to, financial hardship and other appropriate considerations.

 

Article IV. Meetings

 

Section A.  Meeting frequency

 

This Affiliate of ACNM shall meet at least twice per year. 

 

Section B. Quorum Requirements

 

• A quorum for a meeting shall consist of one elected officer, and unless otherwise specified, a simple majority of active voting members present shall decide the issues voted upon.

 

Section C.  Voting Procedures

 

• All votes of the membership taken at a Membership Meeting will be conducted in accordance with the most recent edition of Robert’s Rules of Order. 

 

• Each Active Member is entitled to 1 vote per motion, question, or resolution. 

 

• No voting by proxy shall be permitted.

 

Section D. Mail/Electronic Balloting 

 

• With respect to any motion, question, resolution, or proposed action that the Board of Directors determines or these Bylaws require should be submitted to eligible members for a vote without attendance at a meeting, the Affiliate shall email through ACNM Connect, which shall be deemed to be good and sufficient notice of such vote. 

 

• Each completed ballot returned to the Affiliate within the specified time period shall be valid. 

 

• Actions taken by mail/email/electronic ballot shall pass by a simple majority of those voting unless otherwise specified in these bylaws. 

 

• The sale or transfer of a vote is strictly prohibited.

 

ARTICLE V. OFFICERS

 

Section A.  Qualifications of the officers  

 

Active members of the Affiliate in good standing shall be eligible to hold any of the elected positions of the Affiliate.

 

 Section B.  Titles of Officers

 

The member-elected officers shall be the President, Vice-President, Secretary, Treasurer, Member at Large, Equity Representative, LM/CPM Representative, and Student Representative.

 

Section C. Terms of officers

 

The term of office for each officer shall be 2 years, and the terms shall be staggered. There shall be an annual election. The President, Treasurer, and  Equity Representative Officer shall be elected in the odd-numbered years. The Vice President, Secretary, Member at Large, and LM/CPM Representative shall be elected in even-numbered years. The Student Representative will serve for a one-year term. All members of the board are voting members.

 

• No officer shall serve more than two consecutive terms. 

 

• A vacancy in the office of President shall be filled by the Vice President.

 

• Vacancies in offices other than that of the President shall be filled for the unexpired term by appointment by the remaining officers within 60 days of the initial vacancy in that office.

 

Section D. Responsibilities of Officers

 

• The President shall: 

 

• Preside at all Affiliate meetings with proper notification to members of meetings and agendas

 

• Appoint the standing committee and task force Chairpersons.

 

• Designate and appoint an Affiliate Representative to state external organizations

 

• Coordinate communications between the Affiliate, Regional Representative, and ACNM.

 

• Declare election results and communicate those results to the Regional Representative and the ACNM.

 

• The Vice President shall:

 

• Function as a President-Elect and succeed to the office of President at the end of their term as Vice President. Both offices will have 2-year terms

 

• Perform the duties of the President in the absence or inability of the President to serve.

 

• Succeed to the office of President should the office become vacant during an unfinished term.

 

• Perform such duties as may be delegated by the President.

 

• Coordinate arrangements and program components of Affiliate meetings.

 

• The Secretary shall: 

 

• Have and perform all duties commonly incident to, and vested in, the office of Secretary of a corporation, including but not limited to supervision and maintenance of all Affiliate documents.

 

• Be responsible for the minutes of all meetings of the Affiliate and Executive Committee, including accountability for the accuracy of the minutes and their timely and appropriate distribution to both the Affiliate membership and the Regional Representative. 

 

• Maintain current, organized files of all Affiliate business.

 

• Be responsible for the distribution of notices of Affiliate meetings.

 

• Be responsible for all Affiliate correspondence, both electronic and mail.

 

• Perform duties delegated and designated by the President.

 

• The Treasurer shall: 

 

• Perform all duties commonly incident to and vested in the office of Treasurer of a corporation, as well as all duties delegated by the President, including, but not limited to, the administration of the fiscal and financial policies of the Affiliate. This includes filing all required tax documents, as required by the IRS rules, including that a Form 990 is prepared if the Affiliate has more than $25,000 in annual income. 

 

• Supervise the maintenance of accurate corporate books; 

 

• Act as custodian of the funds of the Affiliate 

 

• Present itemized financial reports at each Affiliate meeting.

 

• Be responsible for the systematic collection of annual Affiliate dues, whether from members or from ACNM.

 

• Maintain a list of members with ACNM and Affiliate dues currently paid.

 

• The Member at Large shall:

 

• Act as a liaison for member concerns to the board.

 

• Support and encourage member engagement with the affiliate.

 

• Maintain and support the functioning of the WA state ACNM  affiliate website

 

• Maintain and support the membership databases and communication channels.

 

• Perform such duties as may be delegated by the President.

 

• The Student Representative shall:

 

• Act as a liaison between student members and the board.

 

• Assist with communication between the affiliate and midwifery programs of study, both state-based and distance learning programs.

 

• Hold the board accountable for ensuring that the needs of midwifery students are considered and addressed.

 

• Perform such duties as may be delegated by the President.

 

• The Equity Representative shall:  

 

• Represent the equity needs and considerations of the community to the board.

 

• Hold the board accountable for upholding and applying DEI principles.

 

• Guide the board’s efforts in achieving equity within the WA state ACNM affiliate.

 

• Perform such duties as may be delegated by the President.

 

• The LM/CPM Representative shall:

 

• Act as a liaison between the LM/CPM community and the board.

 

• Represent the needs and considerations of the LM/CPM and community midwives to the board.

 

• Hold the board accountable for ensuring the needs of LM/CPM and the community midwives' interests are considered and addressed.

 

• Perform such duties as may be delegated by the President.

 

ARTICLE VI. BOARD OF DIRECTORS

 

Section A. Responsibilities and Functions of the Board 

 

• General Authority

 

• The Affiliate shall be governed by the Board of Directors (Board).  

 

• The Board shall oversee the establishment and implementation of such policies, rules, procedures, and regulations in order to carry out the mission and purposes of the Affiliate. Although each Affiliate must be recognized by ACNM, ACNM does not directly oversee or control the Affiliates or their Chapters.

 

• The Board shall oversee the business, financial resources, human resources, property, activities, and other affairs of the Affiliate in accordance with the Articles of Incorporation and these Bylaws in their present or amended form. This includes filing all required tax documents, as required by the IRS rules, including that a Form 990 is prepared if the Affiliate has more than $25,000 in annual income. 

 

• Specific Authority. The Board of Directors shall have authority over all lawful corporate activities, including, but not limited to, policies and matters related to:  

 

• Membership fees

 

• Member services

 

• Creation of committees, task forces, and advisory groups (except the Nominating Committee)

 

• Approval of chairpersons for task forces and advisory groups. 

 

• Filling of vacancies on the Board of Directors, except for the office of President

 

• Board operations

 

• Funding, spending, and budget authority, contract and grant arrangements 

 

• Continuing education programs

 

Section B. Limitations and Conduct of the Board 

 

• The Board of Directors shall establish policies and procedures specifying Board limitations and conduct, including, but not limited to, the following: 

 

• Compensation for Services and/or Activities:  Members of the Board of Directors shall not receive any compensation or other tangible or financial benefit for service on the Board of Directors. However, the Board may authorize payment by the Affiliate of actual, reasonable expenses incurred by Directors for approved activities. 

 

• Corporation and Director Independence/Loyalty:  Members of the Board shall act in an independent and ethical manner consistent with their obligations to the Affiliate, regardless of any other affiliations, memberships, or positions. Board members are expected to identify and recuse themselves from participation and voting in situations where a conflict of interest exists or may appear to exist. 

 

• Involuntary Termination:  Involuntary termination from the Board shall be for failure to fulfill the legal, ethical, or fiduciary responsibilities of the position. Members of the Board are entitled to prior notification and have the right to be heard in accordance with the policies developed by ACNM for this purpose.

 

Section C. Composition of the Board 

 

• The Board of Directors shall be composed of between 4-9 voting and non-voting members. The voting members shall include: the President, Vice-President, Secretary, Treasurer, Member at Large, Student Representative, Equity Representative, LM/CPM Representative, and such other Directors as the Affiliate deems necessary to represent its constituency and geographical regions.

 

Section D. Qualifications of voting members of the Board of Directors 

 

• All voting members of the Board of Directors shall be Active Members in good standing and shall be otherwise qualified according to these Bylaws and applicable corporate policies. 

 

Section E. Terms of Office of the Voting Members of the Board of Directors 

 

• All voting members of the Board of Directors shall be elected by the voting members to serve a term of 2 years.  Each member shall serve until a successor is elected and assumes office. 

 

• Members of the Board of Directors shall take office at the meeting at which their election is declared.  

 

• No voting member of the Board of Directors shall be eligible to serve more than 2 consecutive terms.

 

• After two consecutive terms for all Board members, a person may become eligible again for nomination to the Board of Directors after 3 years have elapsed from the end of service. 

 

• The terms of the voting members of the Board of Directors shall be staggered to ensure that approximately 1/2 of the positions expire each year.

 

Section F.  Meetings 

 

• All regular meetings of the Board of Directors will be held at a time designated by the Board for the transaction of business.  

 

• Meetings may be held in a single location and/or via a virtual meeting space. Agendas identifying and describing items to be discussed at regular Board meetings shall be distributed at least 14 days prior to the meeting or as otherwise determined by the President or the President’s designee.

 

• Special meetings of the Board of Directors may be called by the President or at the request of a majority of the voting members of the Board of Directors. These meetings may be held in a single location or via a virtual meeting space. Notice of a Special Meeting will be communicated to each member of the Board of Directors stating the date, hour, place, and purpose of the meeting, and items to be reviewed or acted upon at least 5 days prior to the date of the meeting. Should an item of business require immediate attention and action by the Board of Directors, a telephone or virtual meeting may be held so long as all of the members of the Board of Directors have been contacted and advised of such a meeting, date, and hour, and of the item(s) to be reviewed or acted upon. The Board is authorized to conduct any lawful business at a special meeting as provided in these Bylaws. Whenever possible, prior notification to the membership of the meeting time, place, and option to participate will take place.

 

• Meeting Quorum. A majority of the voting members of the Board of Directors shall constitute a quorum for any meeting of the Board of Directors. Such majority shall be capable of transacting corporate business, consistent with these Bylaws. Voting by proxy shall not be permitted. 

 

ARTICLE VII-NOMINATIONS AND ELECTIONS*

 

Section A.  Election Schedule

 

• There shall be an annual election. 

 

• Only active members whose consent has been obtained shall be selected for nomination.

 

Section B.  Mail/Electronic Ballot

 

• Nominating Committee

 

• A nominating committee of 3 active members shall be elected.  Each member shall serve a term of two years. No member shall serve more than one term.

 

• 2 committee members shall be elected in even-numbered years and 1 member in the odd-numbered years.

 

• Following the meeting at which the election is declared, the committee shall choose a Chairperson from the members who have served on the committee for one year.

 

• Members of the nominating committee may not run for an elected office.  

 

• Election Procedure

 

• Elections shall be by electronic or mail ballot sent to the voting membership of the Affiliate no later than 20 days prior to the date of the meeting when the election will be announced.

 

• Ballots shall be counted not earlier than 10 days after the ballots have been sent and no later than 10 days prior to the meeting when the election will be announced.

 

• An election is decided by the majority vote of those returning their ballot.

 

• A tie vote in a category shall be resolved by a ballot vote of the voting members at the meeting when the tie is announced.

 

• Those elected shall take office at the close of the meeting at which their election is declared.

 

• Role of Nominating Committee.

 

• Compose an annual ballot.

 

• Prepare ballots and disseminate to voting membership no later than 20 days prior to the date of the meeting when the election results will be announced. Preparation of the ballot includes voting instructions to be sent with the ballot. 

 

ARTICLE VIII. COMMITTEES AND TASK FORCES

 

Section A. Committees

 

• Committees necessary to carry out the ongoing general work of the Affiliate may be created. Committees can include, but are not limited to, Legislative, Publicity and Public Affairs, Education, Program, Bylaws, Finance, Continuing Education, Membership, and Research. 

 

• The Board of Directors may create, combine, or discontinue committees based on its evaluation of the continuing need for the committee (except for the Bylaws and Nominating Committees).  

 

• The President appoints the Committee Chairperson, who must be an active member.

 

• Each committee shall consist of at least one Active Member of the Affiliate, but it may include active, including student members, and associate members.

 

Section B.  Task Forces

 

• Task Forces are formed by the Board of Directors to accomplish a specific task. 

 

• The Affiliate President will appoint a Chairperson, who must be an active member. 

 

• The Task Force shall consist of at least one active member of the Affiliate, including student members, but it may include active and associate members.

 

• The formation, responsibilities, and membership of the Task Force are reported in the minutes of the Affiliate meeting, along with the timeline for responsibilities to be completed.  

 

ARTICLE IX.  AMENDMENTS

 

Section A.

 

These bylaws may be amended at any meeting, either in person or electronically, of the Affiliate by a two-thirds vote of those present and entitled to vote, provided that thirty days' prior notice by mail or e-mail has been given. Notice shall be deemed sufficient if sent to the last postal address and/or e-mail address furnished to the Affiliate. 

 

Section B.

 

Amendments adopted by the Affiliate shall then be sent to the Bylaws Committee of the American College of Nurse-Midwives for review of congruence with national bylaws before they become effective.

 

ARTICLE X-DISSOLUTION

 

• Upon dissolution of the Affiliate with applicable federal, state, or other laws, the membership shall adopt a dissolution plan, which shall include, where appropriate, provisions to implement the following:  

  • payment and discharge of all liabilities and obligations of the Affiliate;

 

• compliance with all relevant legal requirements concerning the Affiliate’s tax-exempt status; 

 

• return, transfer, or conveyance of all assets received or held by the Affiliate upon condition that the assets be returned, transferred, or conveyed upon dissolution of the Affiliate; 

 

• conveyance of the assets of the Affiliate to one or more domestic corporations engaged in activities substantially similar to those of the Affiliate, and which may be selected as an appropriate recipient of certain assets, so long as such organizations shall then qualify as organizations exempt from federal income taxation under Section 501 (c) of the Internal Revenue Code or other controlling law.

 

ARTICLE XII-INDEMNIFICATION

 

This Corporation shall maintain insurance in order to fulfill its obligations under the ACNM Affiliate Agreement and may, as it determines, indemnify any officer or director, or any former officer or director, to the full extent permitted by law.