Bylaws

Article I

Name

The name of the nonprofit organization shall be the Oncology Nursing Society (hereinafter sometimes referred to as "ONS").

Article II

Mission

The mission of the Oncology Nursing Society is to promote excellence in oncology nursing and quality cancer care.

Article III

Membership

The Board of Directors establishes the membership classifications and criteria as deemed necessary to carry out the mission of ONS.

Article IV

Membership Meetings

Section 1. Annual Meeting

An annual meeting of the membership shall be held at a time and place determined by the Board of Directors.

Section 2. Special Meetings

Special meetings of the membership may be called at any time by a majority of the Board of Directors or upon written request of one thousand (1,000) voting members.

Section 3. Notice

Notice of the annual meeting shall be delivered to all members at least forty-five (45) days prior to the meeting. Notice of special meetings shall be delivered to all voting members at least twenty (20) days prior to the meeting.

Section 4. Quorum

Members present shall constitute a quorum.

Section 5. Actions Without a Meeting

To the extent that action is required by the membership at a time other than a meeting, at least 3% of eligible members must vote on an issue in order for the action to be effective.

Article V

Board of Directors

Section 1. Composition

The Board of Directors shall be composed of nine (9) Officers and Directors from ONS’s active membership. Officers shall be the President, President-Elect, Secretary, and Treasurer and such officers that the Board determines from time to time. There shall be six (6) Directors-at-Large.
Directors shall be slated by the Leadership Development Committee (LDC) and approved by the Board of Directors.
Officers shall be selected by the Directors.
The Board may appoint additional members to the Board to meet a specific need.
The Chief Executive Officer shall be an ex-officio member of the Board without voting privileges.

Section 2. Duties

The Board of Directors shall direct the affairs of ONS. Officers shall perform those duties prescribed by law, the Articles of Incorporation, these bylaws, and the ONS Board of Directors Governance Procedures.

Section 3. Meetings

Meetings shall be held at such time and place as the Board of Directors may determine.

Section 4. Notice

Notice of any meeting shall be given to each Officer and Director at least two (2) days prior to the meeting.

Section 5. Quorum

Six (6) members of the Board of Directors shall constitute a quorum for the transaction of business.

Section 6. Action Without a Meeting

Any action may be taken by the Board of Directors by ballot provided that the action is signed by all members of the Board of Directors. Such action shall be filed with the Secretary.

Section 7. Eligibility

Officers and Directors shall have been voting members for no fewer than five (5) years prior to assuming office.
Officers and Directors shall meet the qualifications outlined in the position job descriptions approved by the Board of Directors.
The President must have served one (1) year on the Board of Directors prior to election to the President’s role.
The Secretary and Treasurer may be elected to those roles in their first year on the Board.

Section 8. Term of Office

The term of office shall begin at the close of the annual business meeting each year.
An individual may not hold more than one (1) office at the same time as described in Article VIII, Section 1.
Directors shall serve a three (3)-year term or until their successors are appointed.
The President, Secretary, and Treasurer each serve for one (1) year with an option for a second year.
Appointed members of the Board may not serve consecutive three (3)-year terms.

Section 9. Vacancies

In the event that a vacancy occurs in the office of the President, Secretary, or Treasurer, the Board of Directors shall appoint a current Director to serve the remainder of the term.
The Board of Directors shall fill vacancies in Director positions from among the general membership for the remainder of the vacant term.

Section 10. Removal

For cause as determined by the Board of Directors, the Board may remove an officer or director upon 2/3 vote of the Board according to procedures and guidelines outlined in the ONS Board of Directors Governance Procedures.

Article VI

Committees

Section 1. Standing and Special Committees

Unless specified otherwise in these Bylaws, all standing and special committees shall be appointed by the Board of Directors. The composition, terms, powers, and duties of all committees shall be determined by the Board.

Section 2. Leadership Development Committee

The LDC shall be composed of seven (7) voting members. All members shall be appointed by the ONS Board.
To be eligible to serve on the LDC, individuals shall have been voting members of ONS for no fewer than five (5) years prior to committee membership. They shall meet the qualifications as outlined and approved by the Board.
The term of office shall be three (3) years, and appointment shall be on a rotating basis.
The responsibilities of this committee are as stated in Article VIII, Section 2.
In the event a vacancy occurs, the Board of Directors will appoint a replacement for the remainder of the term.

Article VII

Constituencies

Section 1. Chapters

Groups of Active ONS members may petition to charter a chapter based in the United States only. Charters shall be approved, awarded, and/or revoked by the Board of Directors. Chapters shall fulfill the purposes of the ONS at the local level. The structure and function of the Chapters shall be consistent with the Bylaws, policies, and procedures of ONS. All Chapter members must be ONS members.

Section 2. Councils

The Board of Directors may establish councils as deemed necessary to carry out the mission of ONS.
The Board of Directors will approve the composition, powers, rules, regulations, and financial affairs of the council.

Section 3. ONS Communities

ONS Communities provide members with the ability to connect and collaborate on a wide variety of topics.
The structure and function of these communities shall be consistent with the purposes, bylaws, policies, and procedures of ONS.
All community participants must be ONS members.

Article VIII

Nominations and Elections

Section 1. Eligibility and Term of Office for All National Positions

The term of office for all appointed positions shall begin at the close of the annual business meeting in the year of the appointment. Individuals currently serving on the Board, standing committees, and constituencies of ONS and/or its affiliates are ineligible to serve in more than one national position at the same time.

Section 2. Responsibilities of the LDC

The LDC is responsible for succession planning for ONS.
The LDC shall prepare a slate of candidates equal to the number of positions to be filled.
Unless stated otherwise in these bylaws, all rules and procedures for the conduct of developing a slate shall be recommended by the LDC to the Board of Directors for approval.
The LDC will present the final slate to the Board of Directors for approval.

Section 3. Terms of Positions

Specific terms of appointed positions for the Board of Directors can be found in Article V. Specific terms of appointed positions for the LDC can be found in Article VI.

Article IX

Personal Liability and Indemnification

Section 1. Personal Liability of Directors.

Elimination of Liability. To the fullest extent that the laws of the Commonwealth of Pennsylvania, as now in effect or as hereafter amended, permit elimination or limitation of the liability of directors, no Director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director.
Applicability. ·The provisions of this Article shall be deemed to be a contract with each Director of the Corporation who serves as such at any time while this Article is in effect and each such Director shall be deemed to be so serving in reliance on the provisions of this Article. Any amendment or repeal of this Article or adoption of any bylaw or provision of these Articles which has the effect of increasing Director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, bylaw, or provision.

Section 2. Indemnification

Right to Indemnification.

As used herein, the word "Action" shall mean any action, suit, or proceeding, administrative, investigative, or other, (i) to which such person is a party (other than an action by the Corporation) or (ii) in connection with which such person is not a party but is a witness, subject to investigation or otherwise involved, in either case by reason of such person being or having been a Director or officer of the Corporation.

Unless in a particular case indemnification would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(6) of the Code, and except as prohibited by law, each Director and officer of the Corporation shall be entitled as of right to be indemnified by the Corporation against expenses and any liability paid or incurred by such person (i) in the defense of any Action to which such person is a party or (ii) in connection with any other Action.

A person who is not a Director or officer of the Corporation may be similarly indemnified in respect of service to the Corporation to the extent the Board at any time designates such person as entitled to the benefits of this Article.

As used in this Article, "indemnitee" shall include each Director and each officer of the Corporation and each other person designated by the Board as entitled to the benefits of this Article; "liability" shall include amounts of judgments, excise taxes, fines, penalties, and amounts paid in settlement; and "expenses" shall include fees and expenses of counsel incurred by the indemnitee only (i) if the Corporation has not at its expense assumed the defense of the Action on behalf of the indemnitee with reputable and experienced counsel selected by the Corporation, or (ii) if it shall have been determined pursuant to Section 3 hereof that the indemnitee was entitled to indemnification for expenses in respect of an action brought under that Section.

Right to Advancement of Expenses. Unless in a particular case advancement of expenses would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(6) of the Code, every indemnitee shall be entitled as of right to have his expenses in defending any Action paid in advance by the Corporation, as incurred, provided that the Corporation receives a written undertaking by or on behalf of the indemnitee to repay the amount advanced if it should ultimately be determined that the indemnitee is not entitled to be indemnified for such expenses.

Right of Indemnitee to Initiate Action; Defenses.

If a written claim under Section 1 or Section 2 of this Article is not paid in full by the Corporation within thirty (30) days after such claim has been received by the Corporation, the indemnitee may at any time thereafter initiate an action to recover the unpaid amount of the claim and, if successful in whole or in part, the indemnitee shall also be entitled to be paid the expense of prosecuting such action.

The only defenses to an action to recover a claim for indemnification otherwise properly asserted under Section 1 shall be (i) that the indemnitee's conduct was such that under applicable law the Corporation is prohibited from indemnifying the indemnitee for the amount claimed, or (ii) that indemnification would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(6) of the Code, but the burden of proving any such defense shall be on the Corporation.

The only defenses to an action to recover a claim for advancement of expenses otherwise properly asserted under Section 2 shall be (i) that advancement of expenses would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(6) of the Code, or (ii) that the indemnitee failed to provide the undertaking required by Section (b), but the burden of proving any such defense shall be on the Corporation.

Non-Exclusivity; Nature and Extent of Rights. The rights to indemnification and advancement of expenses provided for in this Article shall (i) not be deemed exclusive of any other rights to which any indemnitee may be entitled, (ii) be deemed to create contractual rights in favor of each indemnitee who serves the Corporation at any time while this Article is in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of this Article), and (iii) continue as to each indemnitee who has ceased to have the status pursuant to which he was entitled or was designated as entitled to indemnification under this Article and shall inure to the benefit of the heirs and legal representatives of each indemnitee.

Article X

Amendments

Section 1. Proposal

Proposed amendments to these bylaws may be presented by the Board of Directors, committees, or written petition signed by 5% of voting members in accordance with procedures adopted by the Board of Directors.

Section 2. Voting

Voting shall be by a ballot and shall be submitted to the membership for a four (4)-week voting period.

Section 3. Technical Changes

Technical corrections to the bylaws may be made by unanimous vote of the Board. Technical corrections include grammar, punctuation, consistent word usage, and contemporary language.

Section 4. Effective Date

Amendments that have been approved by a majority vote of the members voting shall become effective once the vote is certified by the Secretary and shall be announced to the members.

Adopted - October 1976
Revised - May 1977
Amended - July 1978
Amended - October 1978
Revised - May 1979
Amended - May 1980
Amended - May 1981
Amended - May 1982
Amended - May 1983
Amended - May 1984
Amended - May 1985
Amended - May 1986
Amended - May 1987
Amended - May 1988
Amended - May 1989
Amended - May 1991
Amended - May 1992
Amended - May 1993
Amended - May 1994
Amended - April 1995
Amended - May 1997
Amended - May 1998
Amended - May 2000
Amended - May 2001
Amended - May 2002
Amended - May 2009
Amended - May 2010
Amended - May 2011
Amended - May 2016
Amended - May 2020
Amended - May 2022
Amended - September 2024