BYLAWS

A Colorado Nonprofit Corporation

DEFINITIONS

1. "Board" is the Board of Directors of the Competency & Credentialing Institute.

2. "President" is the presiding officer of the Competency & Credentialing Institute.

3. "Bylaws" denotes the Bylaws of the Competency & Credentialing Institute as amended from time to time.

ARTICLE I

NAME

The name of this Corporation shall be the Competency & Credentialing Institute, hereinafter referred to as "CCI."

ARTICLE II

PURPOSE AND FUNCTIONS

The purposes of the Corporation are to demonstrate concern for accountability to the consumer for nursing practice and enhance quality patient care through functions, including but not limited to:

A. Maintaining a certification and recertification program for perioperative nursing practice.

B. Promoting the certification program and credentialing process.

C. Studying, discussing and exchanging information in the fields of certification and perioperative nursing.

D. Validating the certification and recertification processes periodically.

ARTICLE III

OFFICE

The Corporation shall continuously maintain a registered office in the State of Colorado and may have other offices within or outside the State. The Corporation shall maintain a registered agent in the State of Colorado, which agent may be an individual resident of this State.

ARTICLE IV

MEMBERSHIP

The Corporation shall have no members.

ARTICLE V

DIRECTORS

SECTION 1: GENERAL

The affairs of the Corporation shall be managed by its Board of Directors.

SECTION 2: NUMBER, TENURE AND QUALIFICATIONS

There shall be ten directors, including eight (8) persons who have a bachelor’s degree and have been granted CNOR certification by the Corporation (one of whom must also possess CRNFA certification by the Corporation), and two members from the general public, each of whom shall have one vote. The term of office shall be three years or until a successor is elected and assumes office. Terms may be staggered. No director may serve more than two terms as a director. Service for more than half of a term shall be counted as a full term. No person holding an elected position with Association of periOperative Registered Nurses (“AORN”) may serve as a director. Directors need not be residents of Colorado.

SECTION 3: ELECTION

A. Initial Election. Directors shall be elected by persons granted CNOR or CRNFA certification by the Corporation ("Certificants") for their initial three (3) year term. The Corporation shall annually notify all Certificants in writing regarding open director positions and solicit candidates for such positions. The criteria for candidates are set forth in the Corporation's Policy and Procedures Manual. The Governance Committee shall prepare a slate of eligible candidates, which shall be forwarded to the Board of Directors for approval before submitted to the Certificants. The election may be conducted by any voting method, provided that the voting method and deadlines are approved by the board of directors at least 45 days prior to the end of the voting, and provided that all Certificants are given the opportunity to vote. A quorum of Certificants shall equal the number of votes cast by Certificants to the Corporation. Directors shall be elected pursuant to this Section 3.A. by plurality vote. Additional procedures regarding the election of directors are set forth in the Corporation's Policy and Procedure Manual.

B. Re-election. A director may be re-elected to a second consecutive three-year term only by the Board of Directors. Directors who are not re-elected by the Board of Directors to a second consecutive three-year term may later be re-elected by the Certificants. A director who has filled a vacancy may be re-elected as a director only by the Board of Directors.

SECTION 4: VACANCIES

Any vacancy occurring on the Board of Directors shall be filled by a majority vote of the Board of Directors. A director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

SECTION 5: PROPERTY RIGHTS AND DUES

No dividends or salary shall be declared or paid to any member of the Board of Directors. There shall be no membership fee, dues or assessments of Board members.

SECTION 6: RESIGNATION OR REMOVAL

Any Board member may resign at any time by written notice to the President. Such resignation shall take effect at the time therein specified. Any director elected by the Certificants may only be removed with cause by the majority vote of the Certificants as provided in the Corporation's Policy and Procedure Manual. Directors elected by the Board of Directors may be removed with or without cause by the Board of Directors.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

SECTION 1: REGULAR MEETINGS

A regular annual meeting of the Board of Directors shall be held at such time as may be designated by resolution by the Board of Directors.

SECTION 2: CALL FOR SPECIAL MEETING

A special meeting of the Board may be called at anytime with due notice or at the request of the President or by a majority of the directors.

SECTION 3: PLACE AND NOTICE OF MEETINGS

Regular and special meetings of the Board of Directors may be held at any place within or outside the State of Colorado. The time and place of meetings must be provided to all directors prior to the holding of said meeting. Notice of regular meeting shall be written and delivered to the directors at least fifteen (15) days prior to the date scheduled. Notice of special meetings shall be given to directors no less than two (2) days prior to a scheduled date. Meeting notice may be accomplished by telefax or mail. If notice is given by mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited with postage prepaid in the United States mail. If notice is given by telefax, such notice shall be deemed to be delivered upon confirmation of the receipt of the transmission. Any director may waive notice of any meeting.

SECTION 4: QUORUM

A quorum shall consist of a majority of directors, provided at least two (2) of the directors who are counted towards the quorum requirement are officers, one of whom must be the President or Vice President.

SECTION 5: MANNER OF MEETING

A. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws.

B. Any director who may have a conflict of interest, either real or perceived, must disclose such conflict to the board of directors. Any board member may raise a question of conflict of interest prior to or during consideration of an issue. The board shall determine the outcome of such question, and may restrict debate, voting, or both by a vote of a majority of the directors present. If a person is so recused, their presence shall not be counted except as part of the quorum requirements.

SECTION 6: ACTION WITHOUT A MEETING

Actions may be taken by the Board without a meeting if a consent in writing, setting forth the action so taken, is signed by all the directors. A record of the action shall then be recorded into the minutes of the subsequent meeting.

SECTION 7: ATTENDANCE BY COMMUNICATIONS EQUIPMENT

Members of the Board of Directors or of any committee of the Board of Directors may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

ARTICLE VII

OFFICERS

SECTION 1: OFFICERS

The officers of the Corporation shall be the President, the Vice President, and the Secretary/Treasurer. Only directors of the Corporation are eligible to serve as officers. The Public Member may not serve in any office except that of Secretary/Treasurer.

SECTION 2: TERMS, ELECTIONS AND REMOVAL

A. The officers of the Corporation shall be selected by the Board of Directors for an annual term. The officers shall serve until their successors have been duly selected and have qualified.

B. Any officers elected by the Board of Directors may be removed by a majority vote of the Board of Directors, when in their judgment the best interests of the Corporation will be served thereby.

C. A vacancy in any office, because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 3: RESPONSIBILITIES

A. President
The President shall be the principal executive officer of the Corporation, and shall have the general powers and duties of management usually vested in the office of President and other powers as are set forth in the Corporation's Policy and Procedures Manual and as may be prescribed by the Board of Directors.

B. Vice President
The Vice President shall become knowledgeable of the duties of the office of President by active aid to that officer. The Vice President shall perform the duties of the President in the absence or inability of the President to act. The Vice President shall perform the duties as are set forth in the Corporation’s Policy and Procedure Manual and as may be prescribed by the Board of Directors.

C. Secretary/Treasurer
The Secretary/Treasurer shall take roll at all Board of Directors meetings, shall assure records are maintained of the proceedings of all business meetings of the Corporation, shall monitor the fiscal affairs of the Corporation and provide reports to the Board of Directors, shall assist in preparation of the budget, and shall perform the duties as are set forth in the Corporation's Policy and Procedure Manual and as may be prescribed by the Board of Directors.

ARTICLE VIII

COMMITTEES

SECTION 1: COMMITTEES OF DIRECTORS

The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors and shall have a majority of its members be directors. Such committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon them by law.

SECTION 2: OTHER COMMITTEES

Other committees not having and exercising the authority of the board of directors in the management of the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee need not be directors of the Corporation, and the President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the Board whenever in its judgment the best interests of the Corporation shall be served by such removal.

SECTION 3: TERM OF OFFICE

Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.

SECTION 4: CHAIR

One member of each committee shall be appointed chair by the President of the Corporation.

SECTION 5: VACANCIES

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

SECTION 6: QUORUM

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 7: RULES

Each committee may adopt rules for its own governance not inconsistent with the Colorado Nonprofit Corporation Act, as amended, the Articles of Incorporation, these Bylaws or rules duly adopted by the Board of Directors.

SECTION 8: STANDING COMMITTEES OF THE BOARD

The standing committees are the Governance Committee, the Finance Committee and the Test Development Process Committees.

A. Appointments to the Standing Committees shall be made in accordance with the rules contained in the Policy and Procedures Manual.

B. The purpose and duties of the standing committees are set forth in the Corporation's Policy and Procedure Manual.

ARTICLE IX

PARLIAMENTARY AUTHORITY

Robert's Rules of Order, Newly Revised, is the parliamentary authority of the Corporation.

ARTICLE X

AMENDMENTS

These bylaws may be amended by 2/3 of the directors present and voting, provided that the exact text of the amendment has been sent to all directors at least fourteen days before the meeting.

ARTICLE XI

INDEMNIFICATION AND INSURANCE

SECTION 1: INDEMNIFICATION

The Corporation shall indemnify its officers, director, employees and agents to the full extent permitted by law.

SECTION 2: INSURANCE

The Corporation may purchase and maintain insurance on behalf of any person who is or was an officer, director, employee or agent of the Corporation, or who is or was serving at the request of the Corporation, against any liability asserted against him or her and incurred by him or her in any such capacity.

ARTICLE XII

RECORDS

Any director may inspect the books of account, minutes and registers of the Corporation upon written demand, at any reasonable time and for any purpose. Such inspection must be made in person at the Corporation's office and shall include the right to make extracts. Requests shall be in writing addressed to the President and Secretary.

ARTICLE XIII

DISSOLUTION

In the event of the liquidation or dissolution of the Corporation, whether voluntary or involuntary, no member shall be entitled to any distribution or division of its remaining property or its proceeds. The balance of all money and other property received by the Corporation from any source, after the payment of all debts and obligations of the Corporation, shall be used or distributed exclusively for purposes within those set forth in Article II of the Articles of Incorporation and applicable law.

ARTICLE XIV

STAFF

The Board of Directors shall delegate the management of the Corporation's operations to a professional staff.

Provisos adopted 3/20/03:

1. Those directors who are currently serving two year terms may be reappointed by the board of directors to additional terms of three years or less, provided that no current director may serve a total of more than six years as a director.

2. Those directors currently serving shall be allowed to complete their terms of office; however, vacancies shall not be filled nor shall more than one new director be elected each year until the size of the board reaches nine.

3. The current public member shall serve to the end of that two-year term, after which time a new public member shall be elected by the Certificants.

4. The first secretary/treasurer shall not assume office until 2004.

Revised: 11/30/04
Signature: Original signed by Carol A. Schramm, RN, MSN, CNOR, CBPN President


Provisos adopted 07/23/05:

1. The Research Committee was removed from the list of Standing Committees.

Revised: 8/2/05
Signature: Original signed by BJ Hoogerwerf, RN, BSN, CNOR, CRNFA, CCI President

Provisos adopted 09/04/13
For the 2013 elections, the public member term shall be extended two additional years. An additional public member shall be elected for a three year term. For the 2014 elections, no public member shall be elected, as the existing terms will continue.

Amendment to the proviso: Proviso: For the 2013 elections, the public member term shall be extended two additional years, which shall be considered as two full terms . An additional public member shall be elected for a three year term. For the 2014 elections, no public member shall be elected, as the existing terms will continue.

To be effective with the 2014 election cycle

Signature: Original signed by Joyce Cox, MBA, MNS, CNP, CNOR, CRNFA, OCN, CCI President