ARTICLE I
NAME
The name of the organization shall be the Addictions Nursing Certification Board (ANCB).

ARTICLE II
STATEMENT OF MISSION, VISION, AND PURPOSE
ANCB Mission: To establish the addictions nursing specialty certification as the standard of excellence by which all stakeholders recognize quality addictions nursing.

ANCB Vision: Recognizing the pervasiveness of addictions, certification in addictions nursing will be sought after by nurses across all settings and patient populations.

ANCB Purpose: To provide a mechanism for registered nurses and advanced practice nurses to seek certification and recertification of addictions nursing that meets national accreditation standards

This shall be inclusive of, but not limited to:

• Setting, maintaining, and evaluating standards for certification and re-certification of all aspects of addiction nursing.
• Establishing, administering, and continuously evaluating the certification process, which recognizes competency in addictions nursing practices.
• Providing formal recognition of individuals who meet the certification requirements.
• Ensuring the integrity of the credentialing program by investigating notifications of violations.
• Promoting the certification programs for Certified Addictions Registered Nurse (CARN) and Certified Addictions Registered Nurse-Advanced Practice (CARN-AP) nursing practice.
• Encouraging continued professional growth in the specialty of CARN and CARN-AP nursing practice.
• Providing identification of nurses who have achieved certification in CARN and CARN-AP nursing to employing agencies, the public, and other healthcare professionals.
• Exploring and developing new areas of interest to the certification board, including evaluating trends in specialty healthcare practice that affect addictions nursing.

ARTICLE III
ANCB is an entity with organizational autonomy, governed by a certified nursing board.

ARTICLE IV
ANCB
ANCB is the entity in all matters relating to certification and has full authority for establishing policies, procedures, and standards required for items below. This is provided with the support of a testing company who has expertise in nursing education, testing, analysis, development, and implementation.

• Examination content and construction
• Examination integrity
• Test administration
• Scoring of examination in accordance with generally accepted psychometric principles
• Rules for procedures for meetings, including site, frequency, and agenda
• Appeals
• Committees, standing and/or ad hoc.
• Fee determination

ARTICLE V
OFFICES
ANCB shall have and maintain an agreement and offices with a management company.

ARTICLE VI
BOARD OF DIRECTORS
Section 1 COMPOSITION OF THE BOARD
ANCB shall consist of at least nine voting Directors, including four (4) of whom will serve as President, Vice President, Secretary, and Treasurer. There shall be not less than four (4) Directors at large. At least two (2) Directors shall be appointed with the designation of Certified Addictions Registered Nurse and at least two (2) Directors shall hold the designation of Certified Addictions Registered Nurse-Advance Practice. At least one Director who is not a registered nurse and who does not work in the field of addiction shall be appointed as a Public Member to serve as a voting member of the Board of Directors, representing the public interest.

• ANCB President
  The ANCB President is the chief officer of the ANCB and shall, in general, supervise and manage the affairs of the ANCB. The President shall preside at all meetings of the Board of Directors. The President performs such other duties as are necessary and incident to the office of President or as may be prescribed by the ANCB Board of Directors.
• ANCB Vice President
  The Vice President is an officer who serves to be prepared to assume the position of President once it is vacated by the outgoing President. The Vice President, in absence of the President, shall exercise the powers of the President. The Vice President shall perform such duties as may be assigned by the President. The Vice President also serves/oversees activities should the standing President not be able to perform her/his functions.
• Secretary
  The Secretary is an officer elected from the ANCB Board of Directors. The Secretary will keep an accurate record of all Board meetings as well as the ANCB annual meeting. The Secretary shall preserve records, documents and correspondence as directed by the Board of Directors and ensure appropriate archival procedures are followed. The Secretary shall cause notice to be given of all meetings of the Board and shall perform other duties incident of the office of Secretary as assigned by the Board.
• Treasurer
  The Treasurer is an officer elected from the ANCB Directors. Under the general supervision of the ANCB Board of Directors, the treasurer shall be in charge of the ANCB funds, financial records, and receipt for any monies belonging to the ANCB; make disbursements, and supervise the work of any management firm retained to manage the ANCB's funds; and at least annually, and at such other times as may be required, submit to the ANCB Board of Directors a report of receipts and disbursements and the financial status of ANCB.
• Public Representation
  Individuals who are not registered nurses or employed/involved with any nursing organization, and not involved in any organization that has a relationship with an addiction entity, but who are involved with consumer advocacy groups or issues, or have an interest in health care as it relates to protection of the public, shall be eligible for public representation on the ANCB. The public member may not concurrently serve on a board that would have conflicting interests of ANCB.

Section 2 QUALIFICATIONS
Except for the Public Member, ANCB members must be Registered Nurses in good standing, and be either a Certified Addiction Registered Nurse (CARN) or a Certified Addiction Registered Nurse-Advanced Practice (CARN-AP).

Specific qualifications are described in the policies and procedures established by the Board of Directors.

Section 3 TERMS OF OFFICE
All Directors of the ANCB are elected for staggered two-year terms. Members of the Board of Directors may serve two consecutive terms of office and, with at least a minimum of a one-year break in service, may serve a maximum of two more terms of office.

Officers of the Board of Directors shall serve a two-year term of office and may seek a second term. No officer may serve more than a total of four consecutive years in one office. All officers shall have served one year as a Director of ANCB prior to accepting an officer position.

All Directors shall assume office at the Annual Meeting following election by the standing board members, or immediately when appointed to fill a vacancy.

Section 4 TERMINATION OF BOARD OF DIRECTORS MEMBERSHIP
Membership of any Director of ANCB shall terminate at the end of his/her term. A Director may also be terminated for cause, or whenever, in the judgment of the ANCB Board, it is in the best interest of ANCB. The Board shall provide the Director in question a written statement of examples of poor performance in adhering to the requirements and responsibilities of the role of Director and will assist the Director in developing a plan for improvement with timelines. If the Director is unable or unwilling to complete the improvement plan, the Director will be asked to resign by the President (or by the Vice President if the President is the one in question). If the Director in question chooses to not resign, an affirmative vote of two-thirds of the ANCB Board is required to remove the Director.

ARTICLE VII
BOARD OF DIRECTORS
Section 1 POWERS AND DUTIES
The business and affairs of ANCB shall be managed by its Board of Directors and overseen by the President.

Section 2 POWERS AND RESPONSIBILITIES
Organizational affairs shall be managed by the ANCB Board of Directors, which has oversight authority of said activities.

The ANCB Board of Directors shall have powers and responsibilities including but not limited to:

• Exercising the responsibility and fiduciary duties of the ANCB consistent with applicable provisions of law;
• Hiring, evaluating, and terminating of a CEO and/or management firm;
• Overseeing general administration of the ANCB through the Executive Director and assigned staff;
• Adopting policies and procedures for the conduct of its business;
• Maintaining the fiscal integrity of ANCB;
• Performing periodic reviews and maintaining the ANCB's standards, policies and procedures;
• Conducting reviews and making decisions regarding accreditation/certification of Addictions Nursing Certification programs;
• Electing the President, Vice President, Secretary and Treasurer of the ANCB as defined by policy from among the members of the ANCB Board of Directors.
• Ensuring that processes are in place to prevent conflicts of interest and ethics breaches.

Section 3 DUTIES
Specific duties for all officers and members of the ANCB Board of Directors are detailed in the Policy and Procedure Manual for the ANCB.

Section 4 NOMINATION PROCESS
Candidates for Board Director and officer positions shall be nominated according to the procedures established by the ANCB, as delineated in the Policies and Procedures Manual.

Section 5 ELECTION PROCESS
Elections of Directors and officers will be conducted by the procedures established by the ANCB Board of Directors as delineated in the Policies and Procedures Manual. Only ANCB Directors shall vote in the elections for ANCB Directors. Elections shall take place prior to the Annual Meeting but the term of office will take place in connection with the Annual Meeting. A quorum shall consist of those members present in person or by email and a simple majority vote shall be necessary to elect members of the Board of Directors. Voting by proxy shall not be permitted.

Section 6 RESIGNATION
Any Director of the ANCB Board of Directors may resign at any time by giving written notice to the ANCB President. Such resignation shall take effect upon receipt by the President, or in the case of the resignation of the President, the Vice President.

Section 7 VACANCIES
ANCB has sole responsibility for securing and electing Directors. In the event of a vacancy within the ANCB Board of Directors, the Board shall appoint a qualified individual to fulfill the unexpired term created by a resignation or leave the position unfilled provided the required minimum numbers of Directors are maintained. Candidates for an open ANCB Director position are solicited by recommendation or self-nomination. Sitting ANCB Directors elect a Director based on a review of the candidate's qualifications and the needs of ANCB.

Section 8 CONFLICT OF INTEREST/CONFIDENTIALITY/UNAUTHORIZED REPRESENTATION
At the time of appointment and annually, all ANCB Board members and officers shall submit a signed Conflict of Interest, Confidentiality, and Unauthorized Representation agreement.

Section 9 DISCIPLINARY ACTION AGAINST MEMBERS OF THE BOARD OF DIRECTORS
ANCB works diligently to make sure that all its Directors are treated equally and fairly. Reports of misconduct by any Director may be reported to the Board. If this occurs, the Board of Directors will undertake an investigation of the behavior as described in the policies and procedures established by the Board. If substantiated, the complaint may lead to disciplinary action as described in the Policy and Procedure Manual. A Director who is removed from office pursuant to this section shall be ineligible to serve as a Director or Officer in the future.

ARTICLE VIII
MEETINGS OF THE ANCB BOARD OF DIRECTORS
Section 1 REGULAR MEETINGS
There shall be at least one in-person or via teleconference meeting of the ANCB Board of Directors which shall be designated as the Annual Meeting. The ANCB will hold additional meetings virtually.

Section 2 NOTICE OF MEETINGS
Regular meetings of the ANCB will be given no less than thirty (30) days of electronic notice, which shall include the date, time, location, or instructions on accessing the virtual platform.

Section 3 SPECIAL MEETINGS
Special meetings may be held at the request of the President or any four (4) members of the Board of Directors, with no less than twenty-four (24) hours' notice, which shall include the date, time, and location of the meeting.

Section 4 MEANS OF MEETINGS
Meetings of the ANCB, regular or special, may be held at a time and location designated by the President. Meetings may be held by virtual platform or other electronic means and are considered official meetings.

Section 5 VOTING
All voting in ANCB meetings, including elections of officers, may be by voice, written ballot, mail, text, or email voting, as determined by the Board of Directors.
All members of the ANCB Board of Directors, including the Public Member, are eligible to vote.

Section 6 QUORUM
A simple majority of ANCB board members, so long as either President or Vice President is present, shall constitute a quorum of the board at all meetings.

ARTICLE IX
COMMITTEES
The ANCB may establish such standing and special committees as needed and define their purpose and authority.

ARTICLE X
FINANCE
Section 1 FINANCIAL STATUS
ANCB is responsible for all aspects of budget preparation and approval. Certification and recertification fees shall be appropriate to continue the work of the organization. Financial transactions will be conducted according to commonly accepted accounting principles, including periodic independent audits.

Section 2 CONTRACTS
The ANCB Board of Directors may authorize the Executive Director of a management company retained to assist with ANCB management to enter into a contract or execute and deliver any instrument in the name of and on behalf of the ANCB with prior approval. Such authority may be general or confined to specific instances. All contracts and instruments with a value of $250 US dollars (two hundred fifty dollars) will be processed according to the policies and procedures.

Section 3 ANCB MONIES
All payment of money, notes, or other evidences of indebtedness issued in the name of the ANCB shall be paid as designated by the ANCB Board of Directors. All funds of the ANCB shall be deposited from time to time to the credit of the ANCB in such banks, trust companies, or other depositories as recommended by the management company in concert with ANCB President and Treasurer.

The Board of Directors will approve of the operating budget annually.

Section 4 CERTIFICATION FEES
The ANCB Board of Directors shall determine certification and recertification fees. These fees will be collected before a candidate takes the exam or a certificant is recertified.

Section 5 FISCAL YEAR
The fiscal year of the ANCB shall begin on July 1 and end on June 30.

ARTICLE XI
PARLIAMENTARY AUTHORITY
All meetings of the ANCB Board of Directors and all in-person or electronic votes of the members shall be conducted utilizing common principles of parliamentary procedure designed to promote fairness and participation. The most current issue of Robert’s Rules of Order will be the reference used.

ARTICLE XII
CHANGES TO THE BYLAWS
Section 1 AMENDMENTS
The Board of Directors shall have the power to recommend changes, alter, amend and repeal the Bylaws of the Corporation by a two-thirds vote of the Board. The Board must be notified of the proposed amendment prior to a regular or special meeting of the board of Directors.

Section 2 TECHNICAL CHANGES
Technical changes and/or technical corrections to the Bylaws may be made by unanimous vote of the Board of Directors. Technical corrections include grammar, punctuation, and changes to provide consistency in language.

ARTICLE XII CHANGES TO THE BYLAWS
Section 1 AMENDMENTS
The Board of Directors shall have the power to recommend changes, alter, amend and repeal the Bylaws of the Corporation by a two-thirds vote of the Board. The Board must be notified of the proposed amendment prior to a regular or special meeting of the board of Directors.

Section 2 TECHNICAL CHANGES
Technical changes and/or technical corrections to the Bylaws may be made by unanimous vote of the Board of Directors. Technical corrections include grammar, punctuation, and changes to provide consistency in language.

ARTICLE XIII
DISSOLUTION OF ANCB
Dissolution of the ANCB shall require a majority of Directors then in office. Upon dissolution of the ANCB, and after all liabilities and obligations of the corporation have been satisfied, the assets shall be distributed to one or more exempt organizations as described in Section 501 (c) (6) of the Internal Revenue Code as it exists or as may be amended hereafter.

Originated: 08/2014
Revised: 2/14/2018
Revised: 2/21/2018
Revised: 2/22/2022