Version Date: 12/15/17
The International Association of Clinical Research Nurses (IACRN) shall be referred to in this document as the “Association.” The Board of Directors of the Association shall be referred to in this document as the "BoD."
Policy 1: Membership
The Association shall have 4 categories of members: Full Member, Associate Member, Life Member, and Student Member. No member may hold membership in more than one category or more than one membership in the same category of membership in the Association. “Membership is unrestricted by consideration of nationality, race, creed, lifestyle, color, sex, or age.”
Any registered nurse or the international equivalent who is interested in clinical research nursing and who subscribes to the mission and vision of the Association, agrees to abide by the Bylaws and Association Policies and meets other membership criteria as established by the Bylaws or by the Board of Directors shall be eligible for membership.
Rights and Benefits
Members shall have the rights as described in this section conferred and no other rights. Members shall have the benefits determined by the BoD of this Association.
The qualifications, rights and benefits for the various categories of membership are:
- Full Member: Full members shall be a registered nurse or the international equivalent, currently working in a research role or a role supporting clinical research. A Full Member shall have the right to vote, to make nominations, and to chair, serve and vote on committees, hold an elected or appointed office, and other privileges as determined by the BoD.
- Associate Member: Associate members shall be registered nurses or the international equivalent who have an interest in clinical research but are not currently working in a research role or a role supporting clinical research. Associate members do not have the right to hold elected office or chair a committee.
- Student Member: Student members shall be currently enrolled full-time in an accredited nursing program, including both undergraduate and graduate programs. Proof of enrollment is required at the time of initial application and at the time of membership renewal. Student members do not have the right to vote, hold elected office, make nominations, or chair a committee.
- Life Member: Life membership is awarded to the IACRN President at the completion of the term as Immediate Past President. Past Presidents who are Life Members shall have all the privileges of full membership. They are ineligible to hold an elected office for 2 years following the completion of their term as Past President.
Annual Membership Renewal
The BoD of the Association shall annually determine the dues for membership. The Association allows members to join and renew anytime during the calendar year. Membership is valid for one or two years based on length of membership chosen. Dues are required annually or biannually. Renewal notices are sent 4 times: 28 days prior to renewal, 14 days prior to renewal, on the renewal date, and 7 days after the renewal date. Membership remains active for 30 days after the renewal date. If a member does not renew within 30 days after renewal date the member status is considered lapsed and benefits are terminated. Members can reinstate active status upon payment of their dues. Dues are non-refundable or transferable.
A member who continues to meet eligibility requirements of one of the 4 levels of membership and whose dues are paid in full for the current year shall be considered a member in good standing.
Termination of Membership
The membership of any member of the Association shall be terminated by the BoD when the BoD is made aware of any of the following events:
a. The revocation or suspension of a member’s license or registration as a nurse.
b. The conviction of a member for a felony which indicates that the member may be a danger to public health or safety.
c. The exhibiting of behavior determined to be inappropriate, unethical, or which could place the Association and/or its membership at risk.
The BoD maintains the right to remove a member for conflict of interest, unethical behavior or obstructive behavior that precludes the Association or any Association committee from functioning effectively.
Policy 2: Membership Meetings/Conference
The general membership meeting shall be known as the Annual Conference. The Annual Conference shall be held at a time and place determined by the BoD. The purpose of the Annual Conference is to gather experts in the field of clinical research nursing to discuss salient topics of the specialty practice, exchange ideas for best practices and network with other clinical research nurse professionals to disseminate best practices to the public. The conference will include a business meeting consisting of reports from the BoD and committees, presentation of candidates for annual election, and other business as needed. The general membership may request new business items to be added to the business meeting agenda at the annual conference with a two-week advanced notice to both the President and the Secretary of the Association.
Special meetings of the members may be called at any time by the President or by a majority of the BoD or upon the written request of five percent (5%) of the total eligible voting membership. The purpose of the meeting shall be stated in the request and sent to both the President and the Secretary of the Association.
Ten percent (10%) of the voting members must be present, or represented by proxy, at any full membership meeting of the Association to constitute a quorum. If a quorum is not present at a meeting, any action taken at that meeting will not be considered a valid action.
Policy 3: Board of Directors
Number, Powers and Qualifications
The Association shall be governed by a Board of Directors composed of approximately seven (7) to nine (9) members, including the Immediate Past President, President, President-Elect, Secretary, Treasurer, three Members-at-Large, and an Emeritus member in the state of incorporation. Each member of the BoD shall be a member in good standing. At least one Member at Large shall be from the US, and one shall be from outside of the US. Each Member-at-Large shall be elected for 2 years or until his/her successor is elected. It is acceptable to create 2-year positions and stagger the election years of the Members-at-Large. The BoD will evaluate annually the needs for additional representation from the Association. If a member of the BoD holds office in a local chapter of IACRN, they must relinquish their local officer position as soon as possible. Succession planning and a smooth transition must be ensured at the local level. In addition, it is recommended that no Association BoD member should serve as a chairperson of an Association committee while holding a BoD position. If a newly elected BoD member is currently chairing a committee, plans must be made for a transition to a new committee chairperson.
The BoD, with the advice and assistance of the Management Company, shall control and direct the affairs of the Association including;
- Establish the vision, mission, and values statements for the Association.
- Determine its policies.
- Execute its purposes.
- Administer its funds.
- Ensure effective organizational planning.
- Manage resources effectively.
- Determine, monitor, and strengthen the Association’s programs and services.
- Uphold legal and ethical integrity.
- Recruit and orient new BoD members and assess BoD performance.
The BoD shall perform such other duties as are specified in the Bylaws and these policies. The BoD shall act in alignment with the Association, and has no power which is not given to them by the Bylaws.
Regular meetings of the BoD shall be held at such times and at such places as the BoD by resolution may determine for the purposes of the Association, and the consideration of any other business which may properly be brought before the meeting. A special meeting of the BoD may be called by the President or upon the written request of two BoD members. The officers may meet as an executive committee as they determine necessary.
The BoD shall meet at least quarterly and may meet via electronic or conferencing media.
A majority of the BoD, three of whom are officers, shall be necessary to constitute a quorum of the BoD at any meeting. A meeting at which a quorum is initially present may continue to transact business notwithstanding the departure of directors from the meeting, if any action taken is approved by at least a majority of the required quorum for that meeting.
Vacancies of Board Position
The BoD has discretion to appoint an interim position or create a special election, whichever is in the best interest of the Association.
Removal of Board Members
Grounds to remove a Director include conflict of interest, unethical behavior, obstructive behavior, or lack of engagement that precludes the board from functioning effectively. A Director who has missed two or more consecutive meetings of the BoD and has failed to obtain prior approval from the President for those absences shall be deemed to have resigned and the Director position shall be declared vacant. The vacancy shall be filled in accordance with Policy 3, “Vacancy.”
The BoD will vote upon removal. Removal of a Director will require affirmative vote of two- thirds of members present and voting when such a vote is taken. Voting will commence at a regularly scheduled meeting of the BoD or at special meeting of the BoD as needed depending upon the urgency of removal.
The BoD may require, at the expense of the Association, a good and sufficient surety bond from any officer, subordinate officer, employee or agent which the BoD deem advisable for the faithful performance of their duties. During their terms of office, all board members’ Association activities shall be covered by liability insurance at the expense of the Association. Coverage under such policies shall be effective on the first day of the term of office at 12:01 am and shall expire midnight on the last day of the elected term.
Policy 4: Officers
The Officers of the Association shall be the President, President-Elect, Secretary, Treasurer, and such other board members that the BoD may authorize. An officer shall not hold more than one office at a time. Officers must be members in good standing (as defined on page 2) of the Association for a minimum of two years prior to assuming role. These elected Officers shall sit on the BoD and shall perform the duties prescribed by the Bylaws and Policies of the Association. It is acceptable to combine offices, and stagger the election years of the Officers as determined by the BoD.
Term of Office
The Officers shall be elected for one or two-year terms or until their successors are elected. Their term of office shall begin on January 1 and end on Dec 31. No Officer shall be eligible to serve more than two consecutive terms in the same office. The President-elect assumes the role of President at the completion of the President’s term; therefore, there is no election for President.
In the event the office of President becomes vacant, the President-elect shall serve as President for the unexpired term as well as their expected term of President. In the event of vacancies in other offices the BoD has discretion to appoint an interim position or create a special election, whichever is in the best interest of the Association.
Qualifications for BoD:
To be eligible for the Board of Directors, a nominee must:
- meet the requirements for full membership status
- have been a member of the Association continuously for two (2) years immediately prior to being nominated
- and have worked in a role to directly or indirectly impact the care of clinical research participants.
To be eligible for the office of President-elect, a nominee must, in addition to the above qualifications, have served at least one (1) year as a member of the Board of Directors, or two (2) years as a committee chair and must possess a minimum educational preparation of a master’s degree.
The members of the Nominating Committee may not be listed as candidates for election on a slate that they have prepared.
The President shall serve as presiding officer of all regular and special meetings of the general membership and BoD; shall be an ex-officio member of all committees; shall make all required appointments of standing and special committee and task force chairs; shall perform such other duties as are assigned by the bylaws or the BoD. (See position description).
The President-elect shall become familiar with the duties of the President and shall succeed to the Presidency at the expiration of the President’s term of office or should the President be unable to complete their term for any reason. (See position description).
The Secretary shall maintain all records as required by law; oversee the proper documentation of the proceedings of the general membership and of the BoD; shall submit minutes to the BoD for approval; shall manage and direct activities of the Association as approved by the BoD and shall be responsible to the BoD and shall perform other duties as assigned by the Bylaws and the BoD, including but not limited to the following:
- Maintaining correspondence for the Association in coordination with the management company
- Supporting the duties of the President & BoD
- Appointing an alternate when unable to participate in a meeting
(See position description).
The Treasurer shall be a resident of the United States until the Association can support broader financial interests. The BoD has responsibility for updating this requirement as the Association grows.
The Treasurer shall oversee the financial affairs of the Association and take appropriate action regarding Association finances at the direction of the BoD. The Treasurer shall perform such other duties as are assigned by the Bylaws and the BoD, including but not limited to:
a. Maintaining ethical financial operations and documentation.
b. Supporting the duties of the President and BoD.
c. Substituting for the President if the President and President-elect are unavailable.
d. Overseeing funds, banking, tax preparation, and facilitates review the Cash Reserve Policy at a minimum of every other year (see Cash Reserve Policy).
e. Providing annual fiscal report(s).
f. Presenting a financial statement at the annual conference.
g. Bringing any unexpected expenditure before the quorum of the BoD if it is greater than $500.00.
h. The Treasurer has the ability to approve expenditures of $500.00 or less.
(See position description).
Policy 5: Other Board Constituents
A past member of the BoD shall have Emeritus status in order to maintain Association Articles of Incorporation in the State of Wisconsin. This emeritus status shall be appointed by the BoD. Emeritus status shall have all the privileges of full membership.
(See position description).
The Members-at-Large shall serve on the BoD and shall complete requests by the BoD to edit documents, provide feedback or provide information. They shall be required to participate in at least one Association committee as a BoD liaison. They shall assist with raising awareness about the mission and goals of the Association to the community and complete specific tasks and assignments of the BoD as needed. There shall be three Members-at-Large at any given time, each serving a two-year term which shall expire on alternating years. At least one Member-at-Large shall be a Global Member (non-US), at least one Member-at-Large shall be a US member (See position description).
Immediate Past President
The Immediate Past President shall serve on the BoD and assist the President as requested. They shall be required to participate in at least one Association committee as a BoD liaison if necessary. They shall assist with raising awareness about the mission and goals of the Association to the community and complete specific tasks and assignments of the BoD as needed.
(See position description).
The BoD may decide to hire a management company and assign to the company the duties of daily administrative and financial operations of the Association. These duties are stipulated by the contract between the management company and the Association. The duties include but are not limited to:
a. Maintaining regular communication with the Treasurer and BoD.
b. Maintaining ethical financial operations and documentation.
c. Accounting procedures related to Association banking, membership fee collection; conference registration and management, grant and sponsorship income management, and consultation for annual tax preparation.
d. Providing monthly profit and loss statements to BoD; annual fiscal report(s) and documentation of membership.
Terms of Office
The term of office for Treasurer, Secretary and Members-at-Large shall be two years. The Members-at-Large shall begin their term on alternate years.
The terms of office for the President-Elect and Immediate Past President shall be one-year. The term for President shall be two-years.
Policy 6: Elections and Voting by Members
The BoD shall appoint a minimum of 5 members to a Nominations Committee to be announced within the first quarter of every other fiscal year. One member of the Nomination Committee will be selected by the BoD to chair the committee. The Nomination Committee chair will report directly to the BoD. The Nomination Committee chair and members will serve a two-year term. The BoD can replace members as outlined under “Association Committees,” Policy 7.
The President/President-Elect will inform the members of their appointments with an explanation of the procedures, schedule for submitting nominees, and overview of roles and responsibilities as outlined in the Nomination Committee SOP. The names of the Nomination Committee members will be posted on the Association web page.
The Nomination Committee will propose nominees to the BoD for consideration for Officers and Members- at-Large of the Association. The BoD will vet the nominees and will submit a final list to the nomination committee. The list of nominees, along with their resumes shall be submitted to all eligible voting members approximately 60 days prior to the end of the election period. The BoD will make every effort to announce the slate of candidates at the annual conference prior to voting by the membership.
The slate of nominees presented by the Nominating Committee to the voting membership of the Association shall be placed on ballots, which will be distributed by electronic means to all voting members of the Association. Votes are to be cast by the date established by the BoD. Votes received after the deadline established by the BoD will not be accepted for tally.
Officers and Members-at-Large shall be elected by a plurality of the votes cast for each office. The Membership will be given the option to vote yay or nay for unopposed candidates. Officers and Members-at-Large that run unopposed shall be elected by a majority of the “yay” votes cast.
The newly elected Officers shall assume their responsibilities beginning on the first day of the calendar year immediately following their election.
Policy 7: Association Committees
Association committees shall be created based on identified Association needs and approved by the BoD. Each committee’s purpose must align with the mission and vision of the Association. Chairpersons for newly developed committees will be appointed by the BoD for one term; subsequent chairpersons will be decided by the individual committee through election or
appointment and final approval by the BoD. The exception to this is the Nominating Committee. Committee Structure, Membership and Leadership
Every committee will be led by a chair and ideally a co-chair. The first year of the committee’s existence, the chair and co-chair will be appointed by the BoD. The co-chair of the committee will succeed the chair, allowing opportunity for continuity of leadership.
- Responsible to advance committee work and communicate with committee members.
- Responsible for being aware of and in alignment with IACRN strategic plan.
- Responsible for collaborating with the respective BoD liaison and reporting to the BoD upon request.
Removal of Committee Chairperson
The BoD maintains the right to remove a chairperson for conflict of interest, unethical behavior or any behavior that precludes the committee from functioning effectively.
Committees are responsible for developing the structure and guidelines for terms of participation using the Association SOP. Committees will identify the number of members required to meet the committee goals. All committee members will be a member in good standing. Each committee will use a volunteer form to vet applicants for experience, skills and the needs of the committee.
Annual Committee Goals
Committees will be responsible to report on annual goals, objectives, and outcomes to the BoD. Chairs will send committee goals to the BoD as requested. Goals will be created using the Association template. Annual goals require identification of value to the mission and vision of the Association and state necessary resources requested to meet those goals. Annual goals and objectives will be approved by the BoD prior to the annual meeting.
Each committee chair and/or co-chair will be responsible to report committee progress at midyear during Committee Chair conference call and at the annual meeting. The mid-year progress report will consist of a verbal report to the BoD during a regularly scheduled call of the BoD. The report should consist of a progress report on annual goals including accomplishments and obstacles to meeting the goals. All committees shall provide a verbal report at the annual business meeting and a written end of year status report. The BoD may request additional reports as needed.
BoD Liaison to Committees
Each year the President will assign at least one BoD member as a liaison to each committee. The purpose will be to ensure oversight of the committee’s progress toward the goals, mission and vision of the Association. The liaison will also provide additional feedback to the BoD as needed when any obstacle to meeting the goals of the committee requires BoD intervention.
Policy 8: Association Local/Regional Chapters
Association local and regional chapters are ambassadors of the Association and exemplify its mission: “to define, validate and advance clinical research nursing as a specialty practice and to support the professional development of registered nurses who directly or indirectly impact the care of clinical research participants across all clinical specialties”.
Association chapters promote the Association’s mission in their local communities by:
- Promoting and advancing the Association's key initiatives
- Providing continuing education for clinical research nurses
- Providing networking opportunities to advance clinical research nursing practice
Establishing a local or regional chapter of the Association and then achieving Association chapter status requires a multi-step application process. Full details of the chapter application process including a step by step guide for developing chapters, pre-requisites for membership, a description of fiscal responsibilities, and description of the chapter relationship to the Association can be found in the IACRN Step by Step Guide for Developing a Chapter and through consultation with the members of the Chapter Governance Committee.
Policy 9: General Provisions
The fiscal year of the Association shall be January 1st through December 31st.
The Association is a nonprofit, 501c6 corporation. Its financial management policies are established by the BoD, which has fiduciary responsibility. The BoD may delegate limited authority over its financial affairs to the Treasurer and to a representative of the management company; however, the BoD retains full responsibility and fiscal authority.
The Treasurer works directly with the BoD to oversee the management of fiscal procedures and to oversee the management company as it fulfills the daily financial operations of the Association. The Treasurer and representative of the management company regularly report on financial position and investments of the Association to the full BoD.
If the financial implications of entering into a commitment, approving an invoice for payment, and/or signing a contract are not included in the budget, the BoD’s approval is required before the commitment can be made over the amount of $500.00. The annual budget confirmation and payments not associated with the annual budget should follow guidelines set forth in the Cash Reserve Policy (see addendum).
It is the policy of the Association to give responsibility for disbursement, including check signing to the Treasurer of the BoD and to a bonded representative of the management company, where appropriate. Neither the Treasurer nor the management company representative shall sign any checks made payable to self nor authorize any other non-approved disbursement to self. The President and Treasurer shall have the ability to approve any expenditure up to $500.00. All disbursements require approved invoices or expense vouchers. A check in excess of $10,000 requires two signatures, one of which may be that of the President. The person who approved the invoice or expense voucher may not sign a single signature check.
The Management Company, along with the Treasurer will prepare an annual budget that reflects the Association’s strategic plan. The BoD will approve the annual budget before the start of the fiscal year. The budget will show revenue and expense projections for the fiscal year and an estimate of cash flow needs, showing the timing of revenue and expenses.
The Management Company, along with the Treasurer and in conjunction with the conference planning committee will further detail a conference budget from the approved annual budget.
Additional reports may be prepared as requested by the BoD, including but not limited to: balance sheets, monthly projections of expenses/income, membership revenue.
It is the policy of the Association to prepare monthly financial statements, including a Statement of Financial Position (actual versus budget) and Membership Revenue Statement. Statements will be prepared by management company and provided to the treasurer and then distributed monthly to the BoD. A fiscal statement will be shared with the membership at the Business Meeting of the annual conference.
No contract or agreement for the Association or Membership shall be entered into agreement without prior BoD approval.
These policies will be reviewed by the BoD at a minimum of every three years.
Policy 10: Conflict of Interest
The purpose of the conflict of interest policy is to protect the Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Definitions: Interested Person
Any Director, Officer, Committee Chair or member of a committee with BoD delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the Association has a transaction or arrangement.
- A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement.
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the BoD decides that a conflict of interest exists.
Procedures, Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Officers and Directors and members of committees with BoD delegated powers considering the proposed transaction or arrangement.
Procedures for Addressing Conflict of Interest
An interested person may make a presentation at the BoD meeting. After the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The President of the BoD shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the BoD shall determine whether the Association can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the BoD shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy
If the BoD has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the BoD determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Determining Whether a Conflict of Interest Exists
All potential conflicts of interest must be brought to the attention of the BoD. After disclosure of the conflict and all material facts, and after any discussion with the interested person, he/she shall leave the BoD meeting while the determination of a conflict of interest is discussed and voted upon. The remaining BoD members shall decide if a conflict of interest exists.
Records of Proceedings
The minutes of the BoD and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the decision made by the BoD as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
At this time, the Association has no compensated BoD, Officer or Member. BoD members are provided free conference registration. If at a later date, the Association compensates Members, BoD, or Officers, language will be added to these policies to reflect conflict of interest and compensation.
Each Director, Officer and Member of a committee with board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Association is charitable and, in order to maintain its federal tax exemption status, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Responsibility for this process is overseen and directed by the Secretary of the Association, with the support of the management company.
To ensure the Association operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include whether partnerships, joint ventures, and arrangements with management organizations conform to the Association’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Association may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the BoD of its responsibility for ensuring periodic reviews are conducted.
Policy 11: Confidentiality
Respecting the privacy of our members, staff, and volunteers of the Association itself is a basic value of the Association. Personal and financial information is confidential and should not be disclosed or discussed with anyone without permission or authorization from the Association BoD. Care shall also be taken to ensure that unauthorized individuals do not overhear any discussion of confidential information and that documents containing confidential information are not left in the open or inadvertently shared. Employees, volunteers and members of the Association may be exposed to information which is confidential and/or privileged and proprietary in nature. It is the policy of the Association that such information must be kept confidential both during and after employment or volunteer service. Staff and volunteers, including BoD members, are expected to return materials containing privileged or confidential information at the time of separation from any contributory role in the association, or from the association in general.
Unauthorized disclosure of confidential or privileged information is a serious violation of this policy and will subject the person(s) who made the unauthorized disclosure to appropriate discipline, including removal/dismissal.
All BoD, Committee Chairs & Committee Members, and other individuals as deemed appropriate will be required to sign a confidentiality agreement.