ARTICLE I. OFFICE
The principal office of the National Association of Pediatric Nurse Practitioners Partners for Vulnerable Youth (NPVY) DBA NAPNAP Partners for Vulnerable Youth (the “Corporation”) shall be located at the national office of the National Association of Pediatric Nurse Practitioners (NAPNAP), or such other place as may be determined from time to time by the Corporation’s Board of Directors (the “Board”).
ARTICLE II. MEMBERS
The National Association of Pediatric Nurse Practitioners (“NAPNAP”) shall be the sole member of the Corporation.
ARTICLE III. PURPOSE
The Corporation’s purpose is to improve the physical and mental health and well-being of vulnerable infants, children, adolescents and young adults. This is accomplished by development and delivery of: educational resources for professionals and laypersons; increasing public awareness of the needs of vulnerable youth and their caregivers; facilitating research to improve the delivery and outcomes of healthcare and other services; and serving as a convener to a broad range of stakeholders committed to improving the overall health of vulnerable youth.
ARTICLE IV. BOARD OF DIRECTORS
- Powers & Duties. Except as may otherwise be provided in the certificate of incorporation or these bylaws, the Board shall have the general power to control and manage the affairs and property of the Corporation, and shall have full power to adopt rules and regulations governing the conduct of the Corporation’s affairs and actions of the Board. The Board shall have full authority with respect to the governance and management of the Corporation; provided, however, that the Board shall be guided at all times by the fundamental and basic purposes of the Corporation as expressed in the certificate of incorporation, and shall not permit any part of the net earnings or capital of the Corporation to inure to the benefit of any private individual except as permitted under the Internal Revenue Code of 1986, as amended, and applicable state law.
- Numbers: There shall be a Board of Directors consisting of seven (7) persons. The directors will be the officers of NAPNAP, one additional NAPNAP member (described more fully below) who will be director-at-large, and the NAPNAP Senior Staff Executive. The officers of NAPNAP are: president, immediate past president, president-elect, secretary, and treasurer.
- Appointment: Five directors shall be automatically appointed to the Corporation’s Board upon their election and assumption of their NAPNAP offices. One director-at-large will be appointed by the President of NAPNAP. The director-at-large may be any NAPNAP member in good standing, based on the criteria provided by the NAPNAP Executive Board and the NAPNAP bylaws (a copy of which is attached to these bylaws as Attachment A). The Senior Staff Executive will be automatically appointed upon her or his official date of employment in such position at NAPNAP. All of the Corporation’s directors will remain in their positions as long as they remain officers of NAPNAP, the senior staff executive of NAPNAP, or completing an appointed term as a director-at-large.
- Meetings and Notice of Meetings: There will be one regularly scheduled annual meeting of the Board of Directors. The annual meeting and any additional meetings may be held at such time and place as the Board may designate. Special meetings may be called at any time by the President, the Vice President or by any two (2) directors. Notice of special meetings of the Board of Directors shall be given to each director by written or electronic communication delivered at least four (4) days prior to the meeting. Meetings of the Board of Directors may be held in person or via conference telephone or other communications equipment pursuant to which all persons can hear each other.
- Waiver of Notice: Notice of a meeting need not be given to any director who submits a signed waiver of notice, whether before or after the meeting, or who attends a meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
- Quorum: A majority of directors shall constitute a quorum for the transaction of business at any regular or special meeting.
- Voting: The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may otherwise be specifically provided by statute or by the certificate of incorporation. Provided that the entire board has been informed of a proposed action and has been given the opportunity to discuss the proposed action at a meeting, the Board may thereafter vote on the proposed action by electronic means and such vote shall be deemed to have occurred at the meeting at which the action was discussed.
- Action by Directors Without a Meeting: Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if it is authorized and approved in a writing signed by each member of the Board of Directors. Electronic signatures are permitted. Any such writings and actions shall be filed with the minutes of the Board of Directors.
- Resignations: Any director of the Corporation may resign at any time, in writing, by notifying the president of the Corporation. Such resignation shall take effect at the time therein specified; and the acceptance of such resignation shall not be necessary to make it effective.
- Removal: Any director may be removed at any time by majority vote of the Corporation’s Board of Directors if it is determined to be in the best interest of the organization. The NAPNAP Executive Board must ratify the removal by a majority vote. The director will not be removed if the removal is not ratified by the NAPNAP Executive Board.
- Vacancies: Any vacancy in a directorship, with the exception of the director-at-large, shall remain vacant until NAPNAP fills the position according to its bylaws, policies, and procedures. The Corporation’s President may fill a vacancy of the director-at-large at any time.
- Executive Committee: The officers of the Corporation shall constitute an Executive Committee, which committee shall be authorized, to the extent permitted by law, to act on behalf of the Corporation when the Board of Directors is not in session.
- Rules of Procedure: The current edition of Robert’s Rules of Order shall govern conduct of the meetings of the Board of Directors and committees where applicable and not inconsistent with applicable law, the certificate of incorporation, these bylaws, or any special rules or procedures adopted by the Board of Directors. The Board of Directors will serve without compensation from the Corporation.
ARTICLE V. OFFICERS, AGENTS AND EMPLOYEES
- The Officers shall be the President, Vice President and Secretary/Treasurer. The President will be the president of NAPNAP. The vice president shall be the NAPNAP Senior Staff Executive. The Secretary/Treasurer shall be the treasurer of NAPNAP.
- Election and Term of Office: The terms of the Corporation’s officers will coincide with the terms of the NAPNAP officers and directors, with the exception of the Executive Director who will serve as Vice President as long as she/he is employed as the NAPNAP senior staff executive. The director-at-large will serve a two-year term, once renewable at the discretion of the President. The director-at-large may be appointed at any time during the year but their term will officially start on July 1 of the given year.
- President: The President shall be the chief elected officer and shall have general supervision and control over the Corporation, subject to the ultimate authority of the Board of Directors. The President shall perform those duties assigned by the Board and prescribed in these Bylaws.
- Vice President: The Vice President shall perform such duties as may be required by the president or the Board of Directors of the Corporation and during the absence or because of disqualification or an inability to act of the President, the Vice President shall exercise all functions and perform all duties of the president. The Vice President will serve as the chief executive officer and staff of the organization.
- Secretary/Treasurer: The Secretary/Treasurer shall record or cause to be recorded all proceedings of the meetings of the Board of Directors and Executive Committee in books kept for that purpose, shall see that all notices of meetings are given as required by these Bylaws and shall perform such other duties as provided in these Bylaws and as the President or the Board of Directors of the Corporation may require.
- Certain Officers to Sign: All checks, drafts, notes and orders for the payment of money issued by the Corporation, above a predetermined amount specified in the organization’s policies and procedures, shall be signed by the Vice President and NAPNAP director of finance. Amounts under the specified amount may have one signature. Contracts and other documents requiring the signature of the organization over an amount specified in the policies and procedures will be reviewed by the President and Vice President for approval prior to signature by the Vice President. Contracts and other documents under the specified amount may be signed solely by the Vice President.
- Chief Administrative Officer: The Corporation may employ an administrative officer who may be a person different than the NAPNAP Senior Staff Executive. The administrative officer may serve as chief administrative officer of the Corporation. Subject to the direction of the Board of Directors, the chief administrative officer shall in general supervise and control all of the administrative matters, business and affairs of the Corporation and shall implement policy made by the Board of Directors.
ARTICLE VI. STANDING AND SPECIAL COMMITTEES AND WORKGROUPS
There are no standing committees. The Board shall have the power to create standing special, or honorary committees or advisory boards, each of which shall have such authority as the Board shall by resolution provide, except that no committee shall have authority as to the following matters:
- The filling of vacancies in the Board or any committee.
- The fixing of compensation of the directors for serving on the Board or on any committee.
- The amendment or repeal of the bylaws, or the adoption of new bylaws.
- The amendment or repeal of any resolution of the Board which, by its terms, shall not be so amendable or repealable.
ARTICLE VII. CONTRACTS, CHECKS, DRAFTS, AND BANK ACCOUNTS
- Execution of Contracts. The Board may by resolution authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and may impose such restrictions or limitations on the authority as it may in its sole discretion determine are necessary or prudent.
- Loans. No loans shall be contracted on behalf of the Corporation unless specifically authorized by the Board. No loan may be made to any director or officer.
- Checks, Drafts, etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation, shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board.
- Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.
- Investments. The funds of the Corporation may be retained in whole or in part in cash, or may be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities as the Board shall determine.
ARTICLE VIII. AMENDMENTS
Amendments to these Bylaws must be approved by a majority vote of the Board of Directors and then approved by a majority vote of the NAPNAP Executive Board. If the NAPNAP Executive Board does not approve an amendment, the bylaws will not be changed.
ARTICLE IX. INDEMNIFICATION
To the fullest extent permitted by law, the Corporation shall indemnify any current or former officer, director, employee or agent against any and all expenses and liabilities actually and necessarily incurred by or imposed upon such person in connection with any claim, action, suit or proceeding to which such person may be or is made a party by reason of being or having been such officer, director, employee or agent. The Board of Directors may authorize the purchase of and maintain insurance on behalf of any director, officer, employee or agent of the organization against liability asserted against or incurred by such person which arises out of such person's status in such capacity, whether or not the Corporation would have the power to indemnify such person against that liability under law. In no case, however, shall the Corporation indemnify or insure any person in any instance in which such indemnification or insurance is inconsistent with any provision of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended, applicable to corporations described in Section 501(c)(3) of the Code.
ARTICLE X. CONFLICTS OF INTEREST & OTHER POLICIES
The Board shall adopt a policy to manage actual, potential or perceived conflicts of interest. The Board shall adopt such other policies as it deems reasonably necessary and in the best interests of the Corporation.
ARTICLE XI. GENERAL
- Fiscal Year. The fiscal year of the Corporation shall be fixed by, and may from time to time, be changed by resolution of the Board.
- Other Offices. The Corporation may also have offices at such other places as the Board may from time to time determine or the activities of the Corporation may require.
- Writings. Whenever in these bylaws there is reference to a communication in writing, such term shall include email or transmission by other means by which the communication may be recorded and printed or saved.
- Compensation. It is the policy of the Corporation to pay no more than reasonable compensation for services rendered to the Corporation. The Board shall have sole authority to determine the reasonableness of compensation paid by the Corporation to any party.