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Bylaws

Air & Surface Transport Nurses Association* BYLAWS 

(Revised August 2025) 

 

Statement Of Mission 

The National Flight Nurses Association is a nonprofit professional association organized under Section 501(c)(6) of the Internal Revenue Code. The purposes of the Association are to advance the practice of transport nursing, and enhance the quality of patient care through a commitment to safety, education, networking, and advocacy 

ARTICLE I 

The name of this organization shall be the National Flight Nurses Association dba Air & Surface Transport Nurses Association (ASTNA), hereinafter referred to as the Association. 

 

ARTICLE II 

The Board of Directors may change the principal office of the Association or designate additional offices as it deems necessary. 

 

ARTICLE III MEMBERSHIP 

Section 1. Membership may be granted to any individual or organization that: (i) shares interest in and agrees to support the mission and objectives of the Association; (ii) agrees to abide by these Bylaws and such other rules and regulations as the Association may adopt; and (iii) meets such additional criteria established for each category of membership in the Association as set forth in the Section 2 which follows. 

Section 2. CATEGORIES OF MEMBERSHIP. There shall be three (3) categories of membership: 

  • ACTIVE MEMBERS Registered nurses actively participating (on a full-time or part-time basis) in air or surface transport as a care provider, educator, administrator, researcher, or a registered nurse on leave of absence from active participation for not more than two (2) years.
  • AFFILIATE MEMBERS Other individuals who have an interest in air or surface transport nursing and support of the Association and its mission.
  • CORPORATE MEMBERS Any group or corporation with an interest in air or surface transport nursing. 

Section 3. Only active members shall have the right to make motions or vote on matters requiring action by the membership. 

Section 4. Applications for membership shall be submitted through the Association’s approved electronic application process. Upon acceptance, members shall receive confirmation of membership from the Association. 

Section 5. DUES AND ASSESSMENTS. The initial and annual dues for all members of the Association, along with the time and method for payment of such dues and any other assessments, shall be determined from time to time by the Board of Directors. Members shall be given no less than thirty (30) days’ written notice prior to any change in annual dues 

Section 6. TERMINATION OF MEMBERSHIP. Membership in the Association may be terminated for cause. Sufficient cause shall include violation of these Bylaws, any rule or policy of the Association, or conduct deemed prejudicial to the best interests of the Association. Termination for cause shall require a two-thirds vote of the entire Board of Directors, provided that written notice of the charges is delivered to the member’s last recorded address by certified or overnight mail at least fifteen (15) days prior to the meeting at which the matter will be considered. Such notice shall state the time and place of the meeting, and the member shall have the opportunity to appear in person or teleconference. A member whose membership is subject to termination for cause may, within fifteen (15) days of receiving notice, submit a written appeal to the Board of Directors, which shall review the appeal at its next regular meeting. Membership shall also be terminated automatically for any member who becomes ineligible for membership or who is ninety (90) days in default in the payment of dues or other charges, unless the Board of Directors votes to delay termination under special circumstances. 

 

ARTICLE IV REGIONAL CHAPTERS 

Section 1. FORMATION. Regional Chapters of the Association may be established by charter whenever the Board of Directors may approve, subject to such requirements as to membership, organization, procedures and financial responsibility that the Board of Directors may from time to time determine. 

Section 2. ORGANIZATION. Each Regional Chapter shall be governed by bylaws adopted in such form and manner as approved by the Board of Directors. Each Regional Chapter shall also submit an annual report of activities and a financial statement to the Association by a date determined by the Board of Directors. 

Section 3. REVOCATION. Charters for the operation of Regional Chapters may be revoked at any time and in such manner and after investigation as the Board of Directors may deem necessary. Upon revocation of a Regional Chapter charter, all funds in, and records of the Regional Chapter shall be returned to the Association. 

Section 4. REPRESENTATION. No Regional Chapter shall use the name of the Association in any manner whatsoever unless duly authorized to do so by the Board of Directors. No Regional Chapter shall publicly take a position on behalf of the Association except as authorized by the Board of Directors. 

Section 5. MEETINGS. Each Regional Chapter may hold such meetings as it deems appropriate. 

Section 6. DUES REBATE. Dues rebates, if any, shall be determined from time to time by the Board of Directors. 

Section 7. LIABILITY. Each Regional Chapter shall indemnify, defend, and hold the Association harmless from any and all liability for any loss, damage, or injury sustained by a third party and arising from the negligence or willful misconduct of the Regional Chapter, except where such loss, damage, or injury is the result taken at the direction, or with the approval, of the Association. 

 

ARTICLE V BOARD OF DIRECTORS 

Section 1. GENERAL POWERS. The affairs of the Association shall be managed by the Board of Directors, which shall have supervision, control, and direction of the affairs of the Association; shall determine its polices or changes therein within the limits of these Bylaws; shall actively prosecute its purposes; and have discretion in the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary. 

Section 2. COMPOSITION. The Board of Directors shall consist of the President, President-Elect (every other year), Secretary, Treasurer, Immediate Past President (every other year), and seven (7) Directors-at-Large. No two positions on the Board may be held simultaneously by the same person. 

Section 3. ELIGIBILITY. Only an individual who is an active member of the Association for at least two (2) years prior to election and who holds and maintains CFRN®, CTRN®, or C-NPT® certification status shall be eligible for nomination as a director. Any candidate for an Executive Committee position must be serving as an officer or director at the time of nomination or must have served as an officer or director within the two (2) years immediately preceding the date of nomination. Candidates that are elected to the board must be actively involved in transport nursing upon commencement of their elected term. 

Section 4. ELECTION AND TERM OF OFFICE. Officers and directors shall be elected by an email or online vote of the active members. A plurality vote shall elect. The times for submitting ballots to the membership and returning them for vote shall be established from time to time by the Board of Directors. The President-Elect shall be elected for a one (1) year term, accede to the office of President for a two (2) year term, then serve a one (1) year term as the Immediate Past President. Every other year there will be a vacancy in the role of President-Elect and every other year a vacancy in the role of Past-President. The President Elect and Past President shall both be voting members. The Secretary and Treasurer shall each be elected for a three (3) year term. Directors-at-Large shall be elected for three-year staggered terms, such that either three (3) or one (1) Director(s)-at-Large are elected/re-elected each year. The Secretary, Treasurer, and Directors-at-Large may serve two consecutive terms in the same office; provided that in the event the Secretary, Treasurer, or a Director-at-Large is appointed to fill a vacancy for one year or less of a three-year term, such appointment shall not be considered in determining the number of consecutive terms he or she may serve. Officers and directors shall take office at the conclusion of the Association's Annual Meeting closest to their election or appointment and shall continue in office until after their successors are duly elected or appointed and qualified. If an officer or director is otherwise appointed to fill a vacancy as authorized in these Bylaws, the officer or director shall take office at the next Board of Directors meeting following their appointment and shall continue in office for the unexpired duration of the term for which the officer or director was appointed. 

Section 5. DUTIES OF OFFICERS. The officers of the Association shall be a President, a President-Elect (every other year), a Secretary, a Treasurer, and an Immediate Past President (every other year). The Officers shall perform the duties prescribed by the parliamentary authority, and more specifically shall include: 

  • President. The President shall be the principal elected officer of the Association and shall, in general, direct all the business and affairs of the Association. The President shall preside at all meetings of the Board of Directors. Unless otherwise provided by these Bylaws or a resolution of the Board, the President shall appoint, with the approval of the Board, the members of all committees and their chairmen. The President may sign, with another proper officer of the Association authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where signing and execution thereof shall be expressly delegated by the Board, by these Bylaws or by statute to some other officer or agent of the Association; and in general, the President shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.
  • President-Elect. The President-Elect shall preside at meetings of the Association or the Board of Directors in the absence, or upon request, of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties as from time to time is requested by the President or by the Board of Directors. Immediate Past President. The Immediate Past President shall serve as Chair of the Nomination Committee and shall perform such other duties as requested by the President or the Board of Directors. The Immediate Past President shall preside at meetings of the Association or the Board of Directors in the absence, or upon request, of the President, if the President-Elect is not available), and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
  • Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in the Association’s official electronic records or other format approved by the Board of Directors; shall see that all notices are duly given in accordance with the provisions of these Bylaws or applicable law; shall be custodian of the association records; and shall in general perform all duties customarily incident to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors.
  • Treasurer. The Treasurer shall serve as the principal financial officer of the Association and shall be responsible for the oversight of all financial affairs in partnership with the Association’s certified public accountant (CPA) or other designated entity responsible for performing bookkeeping services. The Treasurer shall ensure the maintenance of adequate books of account; oversee the custody of all funds and securities of the Association; be responsible for the receipt and disbursement of funds; and cause all funds and securities of the Association to be deposited in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws. The Treasurer shall, in general, perform all duties customarily incident to the office of Treasurer and such other duties as may be assigned by the President or the Board of Directors. 

Section 6. RESIGNATION OR REMOVAL. Any director may resign at any time by giving written notice to the President. Any director may be removed by action of the members whenever, in their judgment, the best interests of the Association would be served by such removal. Written notice of action to remove one or more directors shall be delivered to all members entitled to vote. Such notice shall state that the purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director(s) may be removed at such meeting. In addition, any director who misses two (2) consecutive Board meetings may be removed by a majority vote of the full Board of Directors. 

Section 7. VACANCIES. Directors-at-Large, Secretary, and Treasurer. Any vacancy in the Office of the Secretary, Treasurer, or in a Director-at-Large position occurring for any reason may be filled by a two-thirds vote of the remaining members of the Board. Directors-at-Large, Secretary, or Treasurer appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office and until his or her successor shall have been elected and qualified. President. A vacancy in the Office of President shall be filled by the President-Elect who shall serve the remainder of the unexpired term as well as one consecutive term as President. President-Elect. A vacancy in the Office of President-Elect shall be filled by the Immediate Past President. The Immediate Past President shall not accede to President. Immediate Past President. A vacancy in the office of Immediate Past President shall remain unfilled for the remainder of the unexpired term. In the event that the offices of President and President-Elect are vacated in the same year: the Immediate Past President shall serve as President for the unexpired term; and the Board of Directors shall appoint an acting President-Elect from the current Board of Directors to complete the unexpired term. The election of both President and President-Elect will be held at the next scheduled election. 

Section 8. REGULAR MEETINGS. The Board of Directors may provide by resolution the time, date, and place for holding an annual meeting and additional regular meetings of the Board without other notice than such resolution. Meetings of the Board or members may also be held by means of remote communication, provided all participants can hear each other simultaneously. 

Section 9. SPECIAL MEETINGS. Special Meetings of the Board may be called by, or at the request of, the President or any five (5) directors. 

Section 10. NOTICE. Notice of any special meeting of the Board shall state the time, date and place of the meeting and shall be given at least ten (10) days prior to the date of such meeting, by written or electronic notice delivered personally, by mail, or by electronic transmission (including email) to each director at his or her address as shown in the records of the Association; provided, however, in the case of a meeting held pursuant to Article 5, Section 11 below, notice may be given no less than twenty-four hours prior thereto. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 

Section 11. QUORUM. A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided the President or President-Elect is present. If a quorum is not present, a majority of those Directors present may adjourn the meeting from time to time without further notice. 

Section 12. MANNER OF ACTING. 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, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws. 

Section 13. COMPENSATION. Directors shall not receive any compensation for their services as directors; however, the Board of Directors may authorize reimbursement of reasonable expenses incurred in the performance of their duties. Nothing herein shall be construed to preclude a director from serving the Association in any other capacity and receiving reasonable compensation therefor. 

Section 14. MEETING BY COMMUNICATIONS EQUIPMENT. Members of the Board, or any committee designated by the Board, may take any action permitted or authorized by law, the Articles of Incorporation, or these Bylaws pursuant to meeting through the use of conference telephone or any means of communication by which all persons participating in the meeting may simultaneously hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting. 

Section 15. ACTION BY WRITTEN CONSENT. Any action requiring a vote of the Board may be taken without a meeting if the proposed action is submitted in writing to all directors and a majority indicates their approval electronically or in writing. Such action shall be reported as an amendment to the minutes and entered into the official records of the Association and shall be subject to ratification at the next scheduled meeting of the Board of Directors. 

Section 16. CONFLICT OF INTEREST. The Board shall adopt and annually review a Conflict-of-Interest Policy requiring directors, officers, and key employees to disclose potential conflicts and recuse themselves from related discussions and votes. All directors shall annually complete a conflict-of-interest disclosure form and disclose any potential conflicts before participating in deliberations or votes. 

 

ARTICLE VI MEETINGS 

Section 1. ANNUAL MEETING. The annual meeting of the Association shall be held at such time and place as determined by the Board of Directors. The annual meeting shall be for the purpose of receiving reports and conducting such other business as may properly come before the membership. Annual meetings may be held in person, virtually, or in hybrid format, provided all members are given an equal opportunity to participate. Notice of the meeting shall be delivered to the active members no less than forty-five (45) days prior to the date of the meeting. 

Section 2. The privilege of making motions and voting shall be limited to the active members of the Association. Each member shall have one (1) vote in any election or on any question. Voting may be exercised in person or through an authorized electronic or virtual voting system approved by the Board of Directors, but may not be assigned to or exercised by any other individual. 

Section 3. All meetings of the Association shall be open unless voted otherwise by the membership present. Individuals other than active members may attend the meeting and may speak once to an issue before the membership. 

Section 4. SPECIAL MEETINGS. Special meetings of the members may be called at the request of the President or any three (3) members of the Board of Directors, or at the written request of a plurality of the active members of the Association. 

Section 5. NOTICE. Notice of any annual or special meetings of the members shall state the date, time and place of the meeting and shall be given not less than ten (10) days prior to the meeting. 

Section 6. QUORUM. Five percent (5%) of the active members of the Association shall constitute a quorum for the transaction of business at any duly called meeting of the members, provided that if less than a quorum is present, a majority of the active members present may adjourn the meeting to another time without further notice. 

Section 7. MANNER OF ACTING. The act of a plurality of the active members present at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by laws, the Articles of Incorporation or these Bylaws. 

Section 8. VOTING. An email or online vote may be called by the Board of Directors or by the written request of five percent (5%) or more of the active members of the Association. The act of the plurality of those active members returning ballots by the specified date shall be the act of the members. Voting shall be conducted through electronic voting systems that ensure the security, confidentiality, and integrity of ballots. 

 

ARTICLE VII COMMITTEES 

Section 1. STANDING COMMITTEES. Executive Committee. Composition. The Executive Committee shall consist of the Officers of the Association. Duties. Between meetings of the Board, the Executive Committee shall exercise the powers of the Board in management of the business and affairs of the Association except as may otherwise be provided by law, the Articles of Incorporation or these Bylaws. The Executive Committee shall report to the Board of Directors at its next succeeding meeting on any action taken. Finance Committee. Composition. The Finance Committee shall consist of the Treasurer, who shall serve as Chair, and at least two (2) additional directors appointed by the President with the approval of the Board of Directors. The Association’s certified public accountant (CPA) or designated financial management entity may serve as non-voting advisors to the committee. Duties. The Finance Committee shall provide financial oversight of the Association on behalf of the Board of Directors. Its responsibilities include reviewing and recommending the annual budget for Board approval, monitoring financial performance and reporting regularly to the Board, and overseeing financial policies, internal controls, and safeguards for the receipt, disbursement, and investment of funds. The Committee shall also recommend the selection of an independent auditor or accounting firm as needed and oversee the conduct of an independent financial audit or review at least once every three (3) years, presenting the results to the Board of Directors. In addition, the Committee shall carry out any other financial responsibilities assigned by the Board. Nominations Committee. Composition. The Nomination Committee shall consist of an odd number of active members, not fewer than three (3), appointed by the Board of Directors and representing a geographic cross-section of the membership. The Immediate Past President of the Association shall serve as Chair of the Committee, except when such office is vacant, in which case the Board shall appoint the Chair. Each member shall serve a one-year term and may serve a second consecutive term, provided that no more than two (2) members succeed themselves in any given year. Members of the Nomination Committee are not eligible for election to the Board of Directors. Duties. The Committee shall solicit nominations for, and shall submit to the Board of Directors and, upon approval of the Board, to the membership, a list of qualified candidates (and their resumes) to succeed those Officers and Directors-at-Large whose terms shall expire at the conclusion of the next Annual Meeting. Other Standing Committees. Other standing committees of the Association may be established by resolution of the Board of Directors to carry out the purposes of the Association. The resolution establishing such a committee shall set forth the committee's purpose and composition. 

Section 2. AD HOC COMMITTEES. The Board of Directors may appoint such ad hoc committees as are necessary to carry out the purposes of the Association. Ad hoc committees shall have their duties clearly defined and shall be discharged as soon as their reports are accepted or when their duties have been completed. 

Section 3. APPOINTMENT. Unless otherwise provided by these Bylaws or the resolution establishing the committee, the President shall appoint the chair and members of each committee with the approval of the Board. Any member of any committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Association would be served thereby. 

Section 4. VACANCIES. Vacancies in the membership of any committees may be filled by appointments made in the same manner as provided in the case of the original appointments. 

Section 5. QUORUM AND MANNER OF ACTING. Unless otherwise provided in the resolution of the Board of Directors establishing a committee, a majority of the whole committee shall constitute a quorum, and the act of a plurality of the members present at a meeting at which a quorum is present shall be the act of the committee. 

Section 6. RULES. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors. 

 

ARTICLE VIII PARLIAMENTARY AUTHORITY 

All meetings of this Association shall be conducted according to parliamentary law as set forth in Robert’s Rules of Order Newly Revised, where the rules apply and are not in conflict with these Bylaws. In the event of a conflict between Robert’s Rules, applicable law, or the Articles of Incorporation, the latter shall prevail. 

 

ARTICLE IX AMENDMENTS 

Section 1. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a plurality vote of the active members voting in person at a duly called meeting of the membership, or by email, online or mail pursuant to the requirements of Article VI, Section 8, provided that the substance of the alteration, amendment or repeal has been approved by the Board of Directors not less than thirty (30) days prior to the date by which the same is to be considered. 

Section 2. Amendments to the Bylaws of the Association which directly relate to the business of regional chapters in the areas of purpose, objectives, and membership shall automatically and immediately affect the necessary amendments to the Bylaws of the regional chapters and shall promptly be incorporated into their Bylaws. 

 

ARTICLE X INDEMNIFICATION 

The Association shall indemnify all officers, directors, and committee members of the Association to the fullest extent permitted by the Nebraska Nonprofit Corporation Act, as amended, and may purchase insurance for such indemnification to the extent determined from time to time by the Board of Directors. The Association shall not retaliate against any person who, in good faith, reports suspected illegal activity, financial impropriety, or violations of policy. 

 

ARTICLE XI DISSOLUTION 

This Association may be dissolved by an affirmative vote of at least two-thirds (2/3) of all the members of this Association entitled to vote. Upon dissolution, any assets remaining after the payments of all debts, claims, and obligations shall be distributed as the Board of Directors may determine but in no event shall such assets be distributed to any of this Association's members, directors, officers, or other private persons, or to any for-profit organizations. 

 

ARTICLE XII NON-DISCRIMINATION 

Membership in the Association or participation in any activity of the Association shall not be denied or abridged to any individual on account of race, color, religion, sex, age, national or ethnic origin, sexual orientation, gender identity or gender expression, marital status, parental status, disability, or veteran status.