Proposed ByLaws Revisions to be Considered and Voted on at the Annual Business meeting on Friday, July 23rd by the Membership

BYLAWS

OF

NATIONAL ASSOCIATION

OF HISPANIC NURSES

 For a printable version of these proposed bylaw revisions, please click here.

For the current version of the bylaws, please click here.

ARTICLE I

NAME

            1.1.      Name.  The name of the Corporation is National Association of Hispanic Nurses (hereinafter, “Corporation”).

ARTICLE II

PRINCIPAL OFFICE

          2.1.      Principal Office.  The principal office of the Corporation in the District of Columbia is located at 1455 Pennsylvania Avenue NW, Suite 400, Washington, DC 20004, or at such other location as shall be approved by the Board of Directors.

ARTICLE III

PURPOSES AND POWERS; FUNCTIONS

            3.1.      Purposes and Powers. The affairs and activities of the Corporation shall be carried out at all times for the purposes and in accordance with the terms set forth in its Articles of Incorporation and these Bylaws, and in conformity with all applicable provisions of the Internal Revenue Code of 1986, as amended, (the “Code”) affecting nonprofit organizations qualified for tax-exempt status as described in section 501(c)(3) of the Code.

            Without limiting the generality of the foregoing, the Corporation shall promote health and well being and advance health education by fostering the development and improvement of health care for all people, and in particular Hispanic ethnic groups, through the concerted efforts of Hispanic nurses.

            The Corporation shall be and is a nonprofit corporation under the laws of the District of Columbia.

            3.2       Functions.  The Corporation’s functions shall include, but not be limited to, the following:

            (a)    to have a voice in the planning of health care service delivery to Hispanic communities of the United States and its jurisdictions;
            (b)    to promote leadership by, and professional and educational advancement of, Hispanic nurses to meet the health care needs of the Hispanic population;
            (c)    to promote research activities and seek grant funding opportunities which address Hispanic health promotion, illness prevention initiatives, and the improvement of health care problems and disparities common to Hispanic ethnic clients and communities;
            (d)    to identify the contributions that Hispanic nurses have made to research, education, and nursing practice;
            (e)    to strengthen the influence of Hispanic nurses on government and organized nursing through coordinated action;
            (f)    to participate in setting health care policy that affects the Hispanic populations; and
            (g)    to be recognized and used as a resource in setting health care policy that affects the Hispanic population.

ARTICLE IV

MEMBERS

4.1.      Members.  The Corporation shall have the following classes of members:

            (a)    General.  This class may include any nurse licensed in the United States and its jurisdictions and who is interested in helping to solve the healthcare problems and support the healthcare needs of the Hispanic community.  

            (b)    Affiliate.  This class may include any health care professional other than nurses who is interested in helping to solve the healthcare problems and support the healthcare needs of the Hispanic community.

            (c)    International Associate.  This class may include any nurse licensed in their country of origin that does not reside in the United States and its jurisdictions but is of Hispanic ancestry and is interested in helping to solve the healthcare problems and support the healthcare needs of the Hispanic community.

            (d)    Student.  This class may include any Hispanic enrolled in a program leading to a nurse licensure who is interested in helping to solve the healthcare problems and support the healthcare needs of the Hispanic community.    

            (e)    Emeritus.  This class may include any licensed nurse of Hispanic ancestry who is at least sixty-two (62) years of age, is no longer employed full-time in the occupation of nursing, and has helped to solve the healthcare problems and support the healthcare needs of the Hispanic community during her or his career.

            (f)    Honorary.  This class may include any individual who has gained national recognition in the field of nursing or contributed to the health care of Hispanic communities, having been recommended by at least two members and having received a three-fourth (3/4) vote of the Board of Directors in the affirmative during an Annual Meeting.

            (g)    Corporate.  This class may include any corporation that is interested in helping to solve the healthcare problems and support the healthcare needs of the Hispanic community.

4.2.      Qualifications of Members.   The following individuals shall be qualified to serve as Members of the Corporation:

            (a)       Individuals who fall within the definition of a Membership class as set forth in Section 4.1; and who (with the exception of Honorary Members) pay annual dues or make annual contributions to the Corporation, in an amount determined from time to time by the Board of Directors; and who are current on said dues or contributions; and who annually affirm their desire and intent to be Members of the Corporation in accordance with procedures established by the Corporation.

Individuals qualifying as members as described above shall be deemed to be appointed as Members of the Corporation without further action for so long as they continue to qualify.

4.3.      Member Voting Rights.  Only General Members shall have Membership voting rights under these Bylaws. The General Members of the Corporation shall have the right to elect the officers and directors of the Board of Directors of the Corporation in accordance with procedures for voting established by the Corporation and they may vote by proxy.  Elections of all elected directors shall be by an affirmative vote of the majority of the General Members present in person or by proxy at the Annual Meeting.  Members in classes other than General Members may participate in Member meetings and may speak and be heard, but shall not have the right to vote. An individual must qualify to serve as a director under the terms of these Bylaws and must be nominated by the Board of Directors in order to be eligible for election by the General Members. General Members who are not current in their dues payments or are subject to disciplinary action by the Board of Directors shall not have the power to vote until such time as these violations have been corrected. The Members shall be entitled to receive such information as the Board of Directors shall deem necessary and appropriate to provide regarding the activities of the Corporation.

            4.4       Annual Meeting.  The Annual Meeting of the Members shall be held at a time designated by the Board of Directors for the purpose of receiving the Annual Report of the President, and for the discussion of any other matters of the Corporation brought before the Members.  In every Annual Meeting there shall be an election of directors and officers to fill the positions of directors and officers whose terms of office are expiring.  Fifteen (15) General Members represented in person or by proxy, representing at least five (5) different states, shall constitute a quorum for any meeting of the Members.

            4.5.      Special Meetings.  Special meetings of the Members may be called by the Board of Directors as they deem necessary. 

            4.6.      Place of Meetings.  Meetings may be held at any place specified by the Board of Directors.  If no designation is made for any meeting, the place of meeting shall be the principal office of the Corporation.  Meetings may also be held by telephone conference call, video conference call, or by other electronic means permitted by District of Columbia law.  However, meetings may not be conducted via e-mail.

            4.7.      Notice of Meetings.  Written notice stating the place, date, and hour of any Membership meeting shall be given to each of the Members no fewer than ten (10) days before the date of the meeting, either personally or by mail, and posted on the Association’s website, at the direction of the Board President or the Secretary.  In the case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called.

            4.8.      Waiver of Notice.  A Member may waive any notice requirement by signing a written waiver of notice and delivering it to the Secretary of the Corporation for inclusion in the minutes or filing with the corporate records.  A Member’s attendance at a meeting shall constitute waiver of notice unless he or she, at the beginning of the meeting, objects to holding the meeting or discussing business at the meeting. 

ARTICLE V

CHAPTERS OF NATIONAL ASSOCIATION

OF HISPANIC NURSES

            5.1.      Purpose; Standards for Organization.            The Corporation shall encourage and facilitate the formation of regional, state, or metropolitan chapters of the National Association of Hispanic Nurses to promote its purposes and to take action on regional, state, or local matters in accordance with such purposes.  Chapters may be separately incorporated or unincorporated associations and shall be organized and operated in conformity with standards formulated by the Board of Directors.  Chapter bylaws, and any amendments thereto, shall be subject to the review and approval of the Governance Committee. The Corporation may also itself operate or support chapters, which may but need not be separately incorporated, if approved by the Board of Directors. The Board of Directors shall conduct a review of chapter status on an annual basis. The Board of Directors shall recognize chapters conforming to such standards, and such chapters shall be permitted to use the name “National Association of Hispanic Nurses” or “NAHN” or “National Association of Hispanic Nurses [name of state, region or affiliation]”, the NAHN logo, other licensed trademarks, and intellectual property of the Corporation in connection with their organization in accordance with the Corporation’s policies governing the use of such marks and property.

ARTICLE VI

NATIONAL ASSOCIATION OF HISPANIC NURSES FUND

            6.1       Relationship to Corporation.  National Association of Hispanic Nurses Fund (the “Fund”) is affiliated with the Corporation through a minority of common directors.  The Corporation’s bylaws and the Fund’s bylaws both provide that at least one director shall concurrently serve on the Board of Directors of both organizations, which number may include the President or Chair of the Board of Directors of each organization, ex officio.   The President of the Fund shall be invited, on at least an annual basis, to make a report to the Corporation’s Board of Directors regarding the activities of the Fund.  The Corporation has no corporate relationship with the National Association of Hispanic Nurses Foundation and does not sanction or support its operation.

ARTICLE VII

BOARD OF DIRECTORS

            7.1.      Powers and Duties.  The Board of Directors shall exercise all corporate powers and manage the business and affairs of the Corporation, except as otherwise provided by law, the Corporation’s Articles of Incorporation, or these Bylaws. The duties of the Board of Directors in managing the Corporation shall include, but not be limited to, the following:

(a)   To establish the mission, purposes, goals, and program priorities to be implemented by the Corporation’s staff, through a strategic planning process;

(b)  To ensure that appropriate policies have been developed, adopted, and implemented by the Corporation to carry out its mission, specifically including policies pertaining to Members and Chapters;

(c)   To determine and set overall policy;

(d)  To advocate the mission, values, accomplishments, and goals of the Corporation to the public at large;

(e)   To determine, monitor, and strengthen programs that are responsive to the needs of Hispanic nurses and are central to the Corporation’s mission;

(f)   To establish fiscal policy, including budget authorization and oversight;

(g)  To develop adequate resources to ensure financial stability for the Corporation’s activities;

(h)  To ensure the legal and ethical integrity of the Corporation;

(i)    To select, retain, support, evaluate the performance of, and discharge the chef staff executive of the Corporation;

(j)    To recruit, orient, and evaluate the Directors and Officers of the Board of Directors; and

(k)  To respect and maintain the confidentiality of all matters of the Corporation that come before the Board for which confidentiality is appropriate.

            7.2.      Number and Composition.  The number of directors of the Corporation shall be eleven (11).  Vacancies causing the number of directors to fall below eleven (11) shall be filled as soon as reasonably possible in accordance with Section 7.7.   The Board of Directors shall be elected by the Members of the Corporation in accordance with Section 4.3. The Board of Directors shall at all times include at least one (1) director who concurrently serves on the Board of Directors of the National Association of Hispanic Nurses Fund. 

            7.3.      Qualifications.              Directors must be General Members in good standing of the National Association of Hispanic Nurses.  Directors shall be committed to supporting and advancing the mission and purposes of the Corporation. 

            7.4.      Nomination.  The Board of Directors may nominate persons for election as directors at or prior to any Annual Meeting of the Members at which an election of directors is to be held.  The Board shall give primary consideration to the candidates recommended by the Governance Committee.  Nominations may also be made from the floor by other directors.  General Members may elect as a director only individuals who have been nominated by the Board of Directors.

            7.5.      Term of Office.  Except as provided in Section 7.7, there shall be an election of directors each year at the Annual Meeting of the Members.  A director shall hold office for a term of two (2) years and until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal. Directors may serve a maximum of three (3) consecutive two-year terms.  Following at least a two-year hiatus from Board service as a director, individuals are again eligible to serve as directors for a maximum of three (3) consecutive two-year terms.  A director who becomes the Immediate Past President at the end of his or her third consecutive two-year term may serve for two (2) additional years as a director after the expiration of that third term while he or she is also serving as Immediate Past President.

                        7.5-1    Transition Rule.  At the first Annual Meeting following the adoption of these Bylaws, one-half of the directors then in office and eligible for re-election (or if the number of directors is an odd number, then a simple majority), chosen randomly, shall if re-elected serve for a term of one (1) year.  Such one (1) year term shall not count towards the three (3) consecutive two-year terms limit set forth in Section 7.5. Thereafter, they shall be eligible to serve two (2) year terms.  The remaining directors eligible for re-election and any newly elected directors shall serve for two (2) year terms.  The Board shall make such additional changes to the election slate and terms of office of directors for the first Annual Meeting following the adoption of these Bylaws as is necessary to ensure that approximately one-half of the Board positions are up for election each year.

            7.6.      Resignation and Removal.  Any director may resign at any time by giving written notice of his or her resignation to the Board of Directors of the Corporation.  Any resignation shall take effect upon receipt of the notice or upon any later time specified in the notice.  Any director who is absent from two (2) consecutive meetings of the Board of Directors without good cause acceptable to the Board shall be deemed to have resigned.  The Board of Directors may remove any director whenever in its judgment the best interests of the Corporation will be served thereby.  The removal of any director shall be by an affirmative vote of the majority of the entire Board of Directors.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed, but election of a director shall not of itself create contract rights. 

            7.7.      Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. 

            7.8.      Leave of Absence.      A director may take up to a one (1) year leave of absence from service as a director for good cause subject to the approval of the Board.  No vacancy shall be created as a result of a director taking an approved leave of absence; however, the Board or President, as appropriate, may designate another director to serve in any office or on any committee in place of the director on leave until such time as the leave is completed. A director who fails to return to Board service at the end of the leave of absence shall be deemed to have resigned.

            7.9.      Regular Meetings.  An Annual Meeting of the Board of Directors shall be held, without other notice than these Bylaws, at a place and time as shall be determined by the Board of Directors. Meetings may also be held by telephone conference call, video conference call, or by other electronic means permitted by District of Columbia law.  However, meetings may not be conducted via e-mail. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of the Board of Directors without notice other than the resolution.  The Board shall hold at least three (3) regular meetings each year in addition to the Annual Meeting.  The Annual Meeting may be held at the same time and place as a regular meeting.  All regular and special meetings shall include an executive session of the Board during which only directors and non-directors invited by the Board may be present. The executive session shall commence and adjourn by majority vote of the Board.

            7.10.    Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or by directors constituting a majority of the Board.  The person or persons authorized to call special meetings of the Board of Directors may designate the meeting’s location.

            7.11.    Notice of Special Meetings. Five (5) days notice of any special meeting of the Board of Directors shall be given; except that, in the event of an emergency as determined by the Executive Committee, the notice period may be waived.  If mailed, the notice will be deemed to be delivered when deposited in the United States mail in a sealed envelope, with postage thereon prepaid, addressed to the director at his or her address as shown by the records of the Corporation.  If notice is given by facsimile or electronic mail, the notice will be deemed to be delivered upon an effective transmission of the facsimile or electronic mail to the director at his or her facsimile number or electronic mail address as shown by the records of the Corporation.    Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice of the meeting.

            7.12.    Waiver of Notice.  A director may waive any notice requirement by signing a written waiver of the notice and delivering it to the Secretary of the Corporation for filing with the minutes or the corporate records.  Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except when a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, and does not thereafter vote for or assent to action taken at the meeting.

            7.13.    Manner of Voting.  A majority of the votes of the directors who are present in person at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Board of Directors, unless the vote of a larger number is required by law, by the Articles of Incorporation, or by these Bylaws.  Directors may not vote by proxy.

            7.14.    Quorum.  A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If less than a majority of the directors are present, a majority of those present may adjourn the meeting to another time.

            7.15.    Informal Action.  Any action required by law to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting, if consents in writing, setting forth the action so taken, are signed by all of the directors and the written consents are included in the minutes of the proceedings of the Board of Directors or filed with the corporate records.  The consents shall have the same effect as a unanimous vote of the Board of Directors for all purposes.

            7.16.    Participation By Means of Communication Equipment.  A member of the Board of Directors may participate in a meeting by conference telephone or other communication equipment by means of which all persons can hear and speak to each other.  Participating in a meeting by such means constitutes presence in person at the meeting.

            7.17.    Compensation.  Directors may not be compensated for their services as directors of the Corporation, but may be reimbursed for their reasonable out-of-pocket expenses incurred in attending Board meetings or otherwise in connection with the performance of their duties as directors.  Directors may be compensated for their personal and professional services rendered to or on behalf of the Corporation if approved in advance by the Board and subject to compliance with the Corporation’s conflict of interest policy.

            7.18     Procedure.  The proceedings and business of the Board of Directors shall be conducted in accordance with the Robert’s Rules of Order, Newly Revised, unless the conduct of a matter is otherwise governed by the provisions of state law, the articles of incorporation, or these bylaws.

            7.19     Advisory Councils.     The Board of Directors may establish and appoint one or more Advisory Councils to provide counsel and information regarding matters before the Board and the effectuation of the mission of the Corporation.   An Advisory Council may include honorary members.  The President shall recommend to the Board candidates for appointment to a Council and shall designate one individual from among those appointed to serve as the Chair of the Advisory Council.  The members of an Advisory Council shall serve at the pleasure of the Board.  The Board shall establish such meetings and activities for the Advisory Councils as it deems useful and appropriate.

 

ARTICLE VIII

OFFICERS

            8.1.      Officers.  The elected officers of the Corporation shall consist of a President, a  President-Elect, a Secretary, and a Treasurer.  Officers shall be elected by the General Members from among the Board of Directors. In addition to the elected officers, the Immediate Past President shall serve as an officer of the Corporation and a voting member of the Board of Directors. The Board may also appoint such other officers as, in its judgment, are necessary to conduct the affairs of the Corporation.  No officer shall execute, acknowledge, or verify any instrument in more than one capacity which is required by law or by these Bylaws to be executed, acknowledged, or verified by two or more officers. The Board of Directors may select and retain a Executive Director who shall serve as the chief staff executive of the Corporation.  The Executive Director shall not serve on the Board of Directors.

                        8.1-1.   Transition Rule.  During the period from the adoption of these Bylaws and through the scheduled end of term in July, 2012, the elected Vice President shall continue to serve as an officer of the Corporation and a voting member of the Board of Directors, unless he or she shall sooner resign or be removed or otherwise become disqualified to serve.  Thereafter, the office of Vice President shall cease to exist.

8.2.      Election of Officers.  Elected officers of the Corporation shall be elected by the General Members at the Annual Meeting.  Each elected officer shall hold his or her office for two (2) years and until his or her successor shall be elected and qualified, unless he or she shall sooner resign or be removed or otherwise become disqualified to serve.  Elections of all elected officers shall be by an affirmative vote of the majority of the General Members present in person or by proxy at the Annual Meeting.  The elections shall be by anonymous written ballot.  No director may serve in the same office for more than two (2) consecutive two-year terms.

            8.3.      Resignation and Removal.  Any officer may resign at any time by giving written notice of his or her resignation to the Board of Directors of the Corporation.  Any resignation shall take effect upon receipt of the notice or upon any later time specified in the notice.  The Board of Directors may remove any officer whenever in its judgment the best interests of the Corporation will be served thereby.  The removal of any officer shall be by an affirmative vote of the majority of the entire Board of Directors.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed, but election or appointment of an officer shall not of itself create contract rights.  Vacancies among the officers shall be filled by the Board of Directors.

            8.4.      Duties of President.  The President shall be the chief elected officer of the Corporation.  He or she shall preside at all meetings of the Members, the Board of Directors, and the Executive Committee.  The President will determine the regular agenda of all meetings of the Members, the Board of Directors, and the Executive Committee.  The President shall present a report at the Annual Meeting, appoint the chairs and members of committees (unless otherwise specified herein) authorized by the Board of Directors, act as liaison between the Corporation’s staff and the Board, and perform such other duties as are inherent in the office of President or as authorized by the Board of Directors. 

            8.5       Duties of Vice President. The Vice President shall act in place of the President in the event of the absence of the President and shall exercise such other duties as may be delegated to the office by the Board. Upon the completion of the transition period described in Section 8.1-1, the office of Vice President shall cease to exist.

            8.6.      Duties of President-Elect.  The President-Elect shall take over the office of President upon the expiration of the prior President’s term of office.  The President-Elect shall assist the President in developing the Annual Meeting program.  The President-Elect shall serve as the President of the Governance Committee, ex officio, and shall also serve as the Board’s parliamentarian.

            8.7.      Duties of Immediate Past President.  For two (2) years following the expiration of his or her tenure as President, except where the tenure was ended by resignation or removal, the President shall automatically serve as the Immediate Past President.  The Immediate Past President shall have no formal duties, but shall serve as an Officer of the Board, a member of the Executive Committee, and a voting member of the Board of Directors, and shall be available for consultation and guidance.

            8.8.      Duties of Secretary.  The Secretary shall:

                        (a)       certify and keep, or cause to be kept, at the principal office of the Corporation the original or a copy of the Articles of Incorporation and these Bylaws, as amended, to date;

                        (b)       keep, or cause to be kept, at the principal office of the Corporation or at such other place as the Board of Directors may order, a book of minutes of all meetings of the Board of Directors, any committees having any of the authority of the Board of Directors, and the Members, recording therein the time and place of holding, whether annual, regular, or special, how notice of the meeting was given, the names of those present at the meetings, and the proceedings thereof;

                        (c)       be custodian of the records of the Corporation and see that all documents of the Corporation, the execution of which on behalf of the Corporation is authorized by law or by these Bylaws, are properly and duly executed;

                        (d)       exhibit at all reasonable times to any director, or proper designee, upon request, the Bylaws and the minutes of the proceedings of the Board of Directors and the committees of the Corporation; and,

                        (e)       perform any and all duties incident to the office of Secretary and other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.

8.9.      Duties of Treasurer.  The Treasurer shall:

            (a)       keep, or cause to be kept, adequate and correct accounts of all the properties and financial transactions of the Corporation;

                        (b)       deposit, or cause to be deposited, all monies and other valuables in the name of and to the credit of the Corporation, with such depositories as may be designated by the Board of Directors;

                        (c)       cause all the funds of the Corporation to be disbursed as ordered by the Board of Directors;

                        (d)       render to the Board of Directors, upon request, an accounting of all financial transactions of the Corporation and a statement of the financial condition of the Corporation, and cause an annual audit of the Corporation’s financial affairs to be conducted; and

                        (e)       perform any and all duties incident to the office of Treasurer and other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.

            The Treasurer shall also serve as the Chair of the Finance Committee, ex officio.

            8.10.    Executive Director.    The Executive Director shall have the necessary authority and responsibility to operate the Corporation in all its activities subject to the policies and directions of the Board of Directors or any of its committees.  The Executive Director shall undertake his or her duties in accordance with a Job Description approved by the Board. The Executive Director shall act as the duly authorized representative of the Corporation in all matters in which the Board of Directors has not formally designated some other person to so act.  The Executive Director shall report periodically and as requested to the Board of Directors, and shall provide regular updates to directors between Board meetings on the Corporation’s activities and finances. The Executive Director is charged with continuous responsibility for the management of the Corporation, commensurate with the authority conferred on him or her by the Board of Directors and consistent with the expressed aims and policies of the Board of Directors.  The Executive Director is responsible for the application and implementation of established policies in the operation of the Corporation. The Executive Director shall keep or cause to be kept appropriate records, and prepare or cause to be prepared all necessary reports, returns, filings, an operating budget, and financial statements.  The Board of Directors shall authorize reasonable compensation for the Executive Director.

ARTICLE IX

COMMITTEES

            9.1.      Committees.  The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more committees, each committee to consist of no fewer than three (3) nor more than five (5) directors, unless otherwise specified herein.  The President shall select and appoint the members and the Chair of all committees, unless otherwise specified herein.  The President shall serve as an ex officio member of all committees.  The President may also from time to time appoint one or more persons as Consulting Members of a Board committee to serve at the pleasure of the Board and such persons need not be directors.  Consulting Members may not comprise a majority of any committee and may not have voting power on any committee permitted to act on behalf of the Board of Directors without further action.  Consulting Members shall be held to the same standards, procedures, and fiduciary duties as are applied to directors hereunder. The provisions of these Bylaws governing meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, shall apply to committees and their members as well.  The Executive Director shall provide sufficient support for each committee to enable it to discharge its duties.

            Each committee shall exercise the authority of the Board of Directors to the extent authorized by the Board of Directors.  However, a committee may not by itself:

(a)       approve action that requires full Board approval;

(b)       fill vacancies on the Board of Directors or any of its committees;

(c)       amend the Articles of Incorporation;

(d)       adopt, amend or repeal the Bylaws;

(e)             approve a plan of merger or consolidation; or

(f)             employ or discharge from employment the Executive Director of the Corporation.

            There shall at all times be standing committees as provided for herein.

            9.2       Executive Committee. The Executive Committee shall be comprised of the President, the Vice President (subject to the transition rule set forth in Section 8.1-1), the President-Elect, the Secretary, the Treasurer, and the Immediate Past President.  When the Board of Directors is not in session, the Executive Committee shall possess and exercise all powers of the Board of Directors in the management of the business and affairs of the Corporation that lawfully may be exercised by the Executive Committee, except as specified in Section 9.1.  The Executive Committee shall oversee the compensation paid by the Corporation to its employees and outside contractors and shall make a report and recommendations to the full Board of Directors regarding the compensation and benefits of the Corporation’s Executive Director.  The Executive Committee shall provide reasonable notice under the circumstances to the full Board of Directors of action taken by the Committee between meetings. The Executive Committee shall then provide a complete report on such action at the next meeting of the Board, and may elect to do so in executive session. The Executive Committee may request ratification by the full Board of any action taken by the Committee.  The full Board may reverse, rescind, or ratify any action that has been taken by the Executive Committee between meetings of the Board; however, the affirmative vote of two-thirds of the entire Board of Directors shall be required to reverse or rescind any such action.

            9.3       Finance Committee.  The Finance Committee shall be comprised of no fewer than three (3) nor more than five (5) directors appointed by the President.  The Treasurer shall serve as the Chair of the Committee.  The Finance Committee shall be responsible for oversight of the financial operations of the Corporation.  While serving on the Finance Committee, a member of the committee shall not: (a) accept any consulting fee, advisory fee, or other compensation or benefits from the Corporation; or (b) have participated in any other transactions with the Corporation in which he or she has a financial interest within the previous year.

The Committee shall undertake the following responsibilities:

(a)   Review, discuss and recommend changes to the proposed annual Corporation budget and submit for approval to the Board of Directors; and

(b)  Periodically, review and discuss the quality, quantity, substance and dissemination of financial information provided to the Board of Directors and the Committee, recommending improvements as necessary.

In addition to those duties set forth above, the Finance Committee shall be directly responsible for the appointment, setting of compensation, and oversight of the work of any public accountant or public accounting firm employed by the Corporation for the purpose of preparing or issuing an audit report or related work, and each such public accountant or public accounting firm shall report directly to the Committee. The Committee shall establish procedures for: (a) the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees or volunteers of the Corporation of concerns regarding questionable accounting, auditing or other financial matters. 

9.4       Governance Committee.        The Governance Committee shall be comprised of no fewer than three (3) nor more than five (5) directors appointed by the President. The President-Elect shall serve as the Chair of the Committee. The Governance Committee shall be responsible for oversight of the Board of Directors’ governance activities and board development.  The Committee shall undertake the following responsibilities:

(a)             Orientation for new members of the Board;

(b)            Ongoing Board development, leadership development, and self-assessment;

(c)             Regular review of the Corporation’s Bylaws to ensure compliance with law and suitability for the needs of the Corporation, and preparation of proposed amendments to the Bylaws and Articles of Incorporation when necessary and appropriate;

(d)            Identifying candidates for service as a Director or Officer, determining their qualifications to serve as a Director or Officer, and nominating such individuals for election by the General Members in accordance with these Bylaws.

(e)             Monitoring of compliance by the Board of Directors with applicable law and best practices for nonprofit advocacy organizations;

(f)             Recommending and overseeing internal dispute resolution procedures for the Corporation when necessary and appropriate;

(g)            Making recommendations to the Board regarding the removal of Directors from the Board;

(h)            Monitoring compliance by directors with the Corporation’s conflict of interest policy, reviewing disclosure statements submitted by directors, and reporting any conflicts of interest to the full Board of Directors for further action in accordance with the policy; and

(i)              Recommending and overseeing procedures for the evaluation of the job performance of the Executive Director of the Corporation and, as necessary, for succession planning for the President.    

9.5       Programs Committee.            The Programs Committee shall be comprised of no fewer than three (3) nor more than five (5) directors appointed by the President.  The Programs Committee shall be responsible for developing educational and other programming for the Corporation.  It shall undertake the following duties:

(a)   Annual Meeting conference planning; and

(b)  recommending and planning short and long-range programs and conferences.

ARTICLE X

CONTRACTS, CHECKS, AND DEPOSITS

            10.1.    Contracts.  The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.  Such authority may be general or confined to specific instances.

            10.2.    Checks, Drafts, and Notes.  All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by the officer or officers, agent or agents of the Corporation and in the manner determined by resolution of the Board of Directors.  In the absence of a determination by the Board of Directors, those instruments shall be signed by the Executive Director of the Corporation.

            10.3.    Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in those banks, trust companies, or other depositories selected by the Board of Directors.

 

ARTICLE XI

FISCAL YEAR

            11.1     Fiscal Year.    The Corporation shall determine its fiscal year from time to time by resolution of the Board of Directors.

 

ARTICLE XII

BOOKS AND RECORDS

            12.1.    Books and Records.  The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors, and all committees, and shall keep at the principal office of the Corporation a record of the names and addresses of the directors.  All books and records of the Corporation may be inspected by any director at any reasonable time.

ARTICLE XIII

INDEMNIFICATION 

            13.1.    Indemnification.  The Corporation shall indemnify directors, officers, employees, or other agents of the Corporation to the maximum extent permitted by applicable law.

 

ARTICLE XIV

CONFLICTS OF INTEREST

            14.1.    Loans.   No loans shall be made by the Corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until the repayment thereof.

            14.2.    Conflicts of Interest Policy. The Corporation shall adopt and abide by a conflicts of interest policy to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private financial interest of a director, officer or other disqualified person as defined by section 4958 of the Internal Revenue Code.  The policy shall also address non-financial conflicts which may be adverse to the interests of the Corporation.  The conflicts of interest policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit and tax-exempt organizations. 

ARTICLE XV

AMENDMENTS 

            15.1.    Adoption of Amendments.  The power to alter, amend, or repeal the Bylaws of the Corporation, or to adopt new bylaws, is vested in the Board of Directors.  The affirmative vote of a two-thirds (2/3) majority of the directors of the entire Board shall be sufficient to effectuate such action.  Any proposed alteration, amendment, or repeal of the bylaws shall require the provision of prior written notice of at least ten (10) days to each director, stating in particular the specific changes desired, before a vote may be taken.

            15.2.    Record of Amendments.  Whenever an amendment or new Bylaw is adopted, a copy shall be appended to or noted at the appropriate place in the original Bylaws.  If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be appended to or noted at the appropriate place in the original Bylaws. Alternatively, the Corporation may restate the bylaws in their entirety as amended.