NAP BylawsARTICLE I ORGANIZATION Section 1. NAME. The name of this Corporation shall be the National Academies of Practice, hereinafter referred to as the NAP. The NAP shall be a not-for-profit, charitable organization with a professional, scientific and educational focus. Section 2. PURPOSE. The purpose of the NAP shall be to promote excellence in the practice of the professions that constitute its Academies (hereafter referred to as the professions) to the benefit of the people of the United States of America. To that end, it will promote scholarly research and inquiry contributing to excellence in the practice of the professions, and engage in educational, scholarly and scientific pursuits designed to increase the quality of interdisciplinary professional practice in the United States, to broaden its scientific base, to educate the public as to what constitutes good practice, and to advise governmental and regulatory agencies concerning sound health care policies. In addition, the NAP shall recognize individual practitioners and individual scholars who have made significant contributions to the application and effectiveness of professional practice and to the scientific base of practice. Section 3. SEAL. The NAP shall have a seal which shall be specified by resolution of the Council. The seal shall be affixed to all corporate instruments but failure to affix it shall not affect the validity of the instrument. ARTICLE II OFFICES The principal office of the NAP shall be at such place as the Council may from time to time designate. ARTICLE III ACADEMIES Section 1. ACADEMIES. The NAP shall consist of multiple individual professional sections, to be called Academies. Each Academy shall represent a recognized, independently licensed health care profession of the United States. Each such profession shall be based on biological and behavioral scientific concepts recognized as appropriate and conventional by the scholarly community at large. The practitioners in each such profession shall be legally authorized to provide independent health care services to the public, under the oversight of a statutory regulatory board or boards. In its sole discretion within the foregoing guidelines, the Council shall determine what professional sections shall be represented within the NAP. Any Academy created in conformance with such determination shall be named with the following title, which shall precede the name of the respective health care profession: National Academy of Practice in ____________. Section 2. RECOGNIZED PROFESSIONS. There shall be a National Academy of Practice in each of Psychology, Social Work, Medicine, Podiatric Medicine, Optometry, Osteopathic Medicine, Nursing, Dentistry, Veterinary Medicine and Pharmacy, these being listed in the order in which they were originally established, all in conformance with the provisions of Section 1. The NAP Council may create additional academies, in conformance with Section 1, by amendment to this Article. Section 3. ACADEMY PURPOSES AND REQUIREMENTS. The purposes of each Academy shall be to reflect and advance the purposes and goals of the NAP within and from the perspective of each Academy’s own profession. Each Academy shall function under the Bylaws of the NAP and shall abide by all financial and other rules and regulations set by the Council. Section 4. ACADEMY ORGANIZATION. Each National Academy of Practice shall select a Chair and a Co-Chair of their Academy, according to procedures approved by the Council. The Chair and Co-Chair of each Academy shall function as members of the Council. The Chair of each Academy shall arrange for a meeting of its Academy members at least once each calendar year, for the conduct of its Academy business. While in compliance with the NAP Bylaws and policies, and with all rules and regulations of the Council, each Academy may elect such other officers as it may deem necessary and conduct such business as it may deem appropriate. Annually, the Chair and Co-Chair of each Academy shall provide for the adoption of objectives addressing: 1. Membership retention and recruitment; 2. Internal academy activities and initiatives; 3. Participation in NAP initiatives, projects, and activities; 4. Internal Academy communicatons; 5. Contributions to NAP communication vehicles; and 6. Relationships with national professional associations in the same field. Section 5. REMOVAL OF AN ACADEMY. Existing Academies whose actions are judged by the Council to be detrimental or antithetical to the purposes and goals of the NAP may be removed from the NAP at any regular meeting of the Council or at a special meeting called for that purpose. Removal of any Academy shall be by Bylaw amendment to this Article. In addition to all other requirements for Bylaw amendment, the following conditions must also be met: The Chair and Co-Chair of the Academy being considered for removal shall be given no less than thirty (30) days prior notice by mail in advance of the meeting at which the vote is to be taken. The Academy Chair and Co-Chair shall be accorded the opportunity to appear before the Council and argue for retention of their Academy, but shall abstain on the vote to remove their Academy. The decision of the Council shall be final. ARTICLE IV MEMBERS Section 1. CLASSES. The membership of the NAP shall consist of the following classes: Distinguished Practitioner and Fellow, Distinguished Scholar and Fellow, and Distinguished Public Policy Fellow, and Member. Members must be citizens of the United States. Affiliates shall be those elected practitioners, scholars, and public policy fellows who are not citizens of the United States. Members and affiliates can be active, inactive, or Emeritus. Members and affiliates shall be classified as Active or Inactive in accordance with their status with reference to payment of NAP dues. Only those elected as Distinguished Practitioner and Fellow, Distinguished Scholar and Fellow, and Distinguished Public Policy Fellow may vote or hold office. Section 2. ELECTION TO FELLOWSHIP AND JOINING AS A MEMBER. No person shall be simultaneously elected to two categories of membership in NAP. Election as a Distinguished Practitioner and Fellow shall require an exemplary career of ten years or more in the direct provision of health care services, and nomination and approval by the Academy of their profession, in accordance with standards and procedures adopted by the Council for having made significant and enduring contributions to the advancement of professional practice. Such election shall require approval by a majority vote of the Council. Election as a Distinguished Scholar and Fellow shall require nomination and approval by the Academy to which he or she pertains, in accordance with standards and procedures adopted by the Council, for having made a significant and enduring educational and/or research contribution to practice. Such election shall require approval by a majority vote of Council. A person who qualifies for both Distinguished Practitioner and Distinguished Scholar shall be nominated and elected as Distinguished Practitioner and Fellow. Election as a Distinguished Public Policy Fellow shall require nomination and approval by the Academy to which he or she pertains, in accordance with standards and procedures adopted by the Council, for having made a significant and enduring public policy contribution to practice. Such election shall require approval by a majority vote of Council. The Council may from time to time confer the status of Senior Fellow upon a Distinguished Practitioner or Scholar for extraordinary service to his or her profession or NAP, by approval of a majority vote of Council, and in accordance with procedures and criteria adopted by the Council. Election as an Honorary Fellow shall require nomination and approval by the Academy to which he or she pertains, in accordance with standards and procedures adopted by the Council, for having madea significant and enduring non-professional contribution to practice. Election as Honorary Fellow shall require approval by a majority vote of Council. Honorary Fellows of the NAP shall enjoy such membership privileges as the Council shall from time to time determine. Members may be practitioners, scholars, or leaders or professionals in public policy who wish to affiliate with NAP and receive the benefits of membership, including NAP publications, participation in NAP conferences, committees and task forces, and other programs and initiatives, as determined by the Council. Individuals may qualify to be a Member by paying annual dues, the amount of which shall be determined by the Council. Affiliates who attain United States citizenship, and Members who attain credentials that qualify them for affiliate or fellowship status, may be advanced to the appropriate category of fellowship upon nomination by their home Academy and approval by a majority vote of Council, provided a membership opening exists. Upon the recommendation of their home Academy, in accordance with standards and procedures adopted by the Council, the Council may confer the title of Emeritus upon a Distinguished Practitioner, a Distinguished Scholar, or a Distinguished Public Policy Fellow. Section 3. ACADEMY MEMBERSHIP. Each fellow, affiliate, , or member of the NAP, as defined in Section 2, is automatically a member, affiliate, or fellow of the Academy that nominated him/her. Each Academy shall determine its own procedures for selecting its candidates for membership, but election to the NAP requires a majority vote of the Council members present at an official meeting. The individual Academies shall have no members or categories of membership other than those set forth here or explicitly approved by the Council. Section 4. MEMBERSHIP DURATION AND NUMBER. Election as a Distinguished Practitioner and Fellow, Distinguished Scholar and Fellow, Distinguished Public Policy Fellow, or Honorary Fellow shall be for life, unless terminated by Council according to rules that Council may from time to time adopt. The Active membership of each Academy shall be limited to 150 fellows, provided that exceptions to this limit may be granted from time to time by the Council. Section 5. CATEGORIES OF MEMBERSHIP Section 5.1. ACTIVE. Active members and active affiliates maintain their “active” status by payment of annual dues. They are entitled to the rights and privileges of the organization and will receive all official publications of the NAP. Only active Distinguished Practitioners, Scholars, and Public Policy Fellows may vote and hold office. Section 5.2. INACTIVE. A member or affiliate who has not paid dues for the current year will be classified as “Inactive” at the beginning of the fourth month of the year of nonpayment. The member will be advised of the impending inactive status, and can restore active status by payment of current dues. A member or affiliate may also become inactive by written request to the Chair of the respective Academy. Inactive members are not eligible to vote, hold office, or receive NAP routine publications. The Council may from time to time determine the privileges available to inactive members. Section 5.3. RE-ESTABLISHING ACTIVE MEMBERSHIP. An inactive member or affiliate may re-establish active status by written request to his/her Academy provided, in the case of inactive Distinguished Practitioners, that a membership opening exists in the 150 active members. Section 5.4. EMERITUS MEMBERSHIP. Emeritus status shall be granted to members and affiliates who are disabled or reach or exceed the age of 65, who have been active members or affiliates for the previous five (5) years, who are not delinquent in the payment of their dues, and who submit a formal request for such status in writing to the Executive Director or the President of the NAP. Emeritus members and affiliates may not hold office or vote but are entitled to such privileges, including receipt of the NAP Newsletter, as the NAP Council may from time to time determine. Section 6. REMOVAL FROM MEMBERSHIP. Any NAP Practitioner, Scholar, Fellow, or Affiliate who is not under consideration for removal by the Council or by his/her Academy may resign from the NAP upon written request to his/her Academy and to the NAP Council. Any NAP Practitioner, Scholar, Fellow, or Affiliate can be removed from his her membership by a two thirds (2/3) vote of Council members present at an official business meeting of the Council. The reason(s) for the removal action by the Council shall be specified in the minutes of Council and in the expulsion notice sent to the person. Section 7. NEW CATEGORIES OF MEMBERSHIP. The Council may from time to time create such other categories of membership as it deems appropriate, including membership outside of the individual Academies, with qualification standards, dues, and other requirements and benefits as defined by the Council. ARTICLE V Dues for all classes of membership shall be set by a two thirds (2/3) vote of the Council members present at an official meeting of the Council and shall be for the subsequent calendar year. Absent such action, the dues for the preceding year shall apply. ARTICLE VI Section 1. NUMBER. The Officers of the Corporation shall be a President, a President-Elect, an Immediate Past-President, a Secretary, a Treasurer, and such Vice-Presidencies as may from time to time be established by the Council and appointed by the President with the approval of the Council. An NAP Officer may not also serve concurrently in another NAP office or as a Chair or Co-Chair of an Academy. Section 2. NAP FOUNDING PRESIDENT. The Founding President shall be Nicholas A. Cummings, the person primarily responsible for the creation of the NAP When he no longer chooses to serve, the office shall terminate. The Founding President is a member of the Council, and shall have such other responsibilities and privileges as may from time to time be determined by Council and accepted by the Founding President. Section 3. NAP PRESIDENT. The President shall be the Chair of the NAP Council and of the Executive Committee; and shall serve for one term of two years. The President shall exercise general supervision over the affairs of the NAP and shall be an ex-officio member of all committees, task forces and bodies of the Corporation. The President, unless some other person is specifically authorized by a majority vote of all the Council, shall sign for and on behalf of the NAP, all instruments, contracts, reports, etc., which may be necessary or appropriate in the conduct of NAP business, and shall have such powers as may be reasonably construed as belonging to the chief executive of any organization. At the completion of the two year term, the President automatically becomes the NAP Immediate Past-President. Section 4. NAP PRESIDENT-ELECT. The President-Elect shall be elected for one two-year term by the NAP Council from among the current or prior Council members by a simple majority vote. The President-Elect shall be a member of the NAP Council and of the Executive Committee; and in the absence of the NAP President shall serve as the Chair of these bodies. During any compelling incapacity or emergency unavailability of the President, the President-Elect shall exercise the powers and responsibilities of the President. At the completion of the two-year term, or sooner if the office of President is vacated, the President-Elect automatically becomes the NAP President. Section 5. NAP IMMEDIATE PAST-PRESIDENT. The Immediate Past-President shall be a member of the NAP Council and of the Executive Committee. In the absence of both the NAP President and the President-Elect, the Immediate Past President shall serve as the Chair of these bodies. The Immediate Past-President shall serve until replaced by a new Immediate Past President. Section 6. NAP SECRETARY. The Secretary shall be elected by the NAP Council from the current or prior Council members for a two-year term and may be re-elected for one additional two-year term by a simple majority vote. The Secretary shall have charge of such books, documents, and papers as the Council may determine. The Secretary shall be a member of the NAP Council, and of the Executive Committee, and shall keep the minutes of all meetings of these bodies. The Secretary may sign with the President, in the name and on behalf of the Corporation, any contracts or agreements and may affix the seal of the Corporation. The Secretary shall maintain an up-to-date directory of Members and Affiliates; and shall in general perform other such duties as may be assigned by the President. In the absence of the Secretary, the President shall appoint an acting Secretary. Section 7. NAP TREASURER. The Treasurer shall be elected by the NAP Council from the current or prior Council members, for a two-year term, and may be re-elected for one additional two-year term by a simple majority vote. The Treasurer shall be a member of the NAP Council, and of the Executive Committee. The Treasurer shall have custody of all funds, property and securities of the Corporation, subject to such regulations as may be imposed by the Council. The Treasurer may be required to be bonded for the faithful performance of his/her duties, in such sum and with such sureties as the Council may require. The Treasurer may endorse, or may delegate endorsement to the NAP Executive Director or another staff member the authority to endorse, checks, notes and other obligations and shall oversee the deposit of the same to the credit of the Corporation at such bank or banks or depository as the Council may designate. The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the Corporation. The Treasurer shall enter regularly on the books of the Corporation to be kept for that purpose, full and accurate account of all monies and obligations received and paid or incurred by him/her for an account of the Corporation, and shall exhibit such books at all reasonable times to any Council Member on application at the offices of the Corporation. The Treasurer, in general, shall perform all duties incident to the Office of Treasurer, subject to the control of the Council. The Treasurer shall arrange for and assure an annual audit, to be performed by a reputable accounting firm approved by the Executive Committee. Section 8. NAP VICE-PRESIDENTS. Each Vice-President position established by the Council shall be filled by appointment of the President and approval by a majority vote of the Council. Beginning with the term commencing at the Fall Council Meeting of 2009, appointment shall be for all or the remainder of a two year term that shall end at the mid-point of the presidential two-year term or whenever a successor is appointed. The appointment can be renewed indefinitely in two-year increments. The Vice-President shall be a member of Council and the Executive Committee. The Vice President shall appoint, with approval of the Executive Committee, and shall chair a committee comprised of members form at least five different Academies, to address the concerns for which the Vice-Presidency was created. Section 9. ACADEMY CHAIR AND CO-CHAIR. When a new Academy is brought into being by the NAP Council, an Academy Chair and an Academy Co-Chair shall be appointed by the President. The subsequent Chairs and Co-Chairs of each established Academy shall be selected by their respective Academies, subject to approval by the NAP Council. Each Chair and each Co-Chair shall serve for a term of two years, and may be re-elected by their academy. The Co-chair may also ascend to the position of Chair, in which position he/she shall serve for a term of two years and be eligible for re-election. The Chair of each Academy, or the Co-Chair in the absence of the Chair, shall preside over the meetings of the Academy. In addition to being members of the NAP Council, both the Chair and the Co-Chair of each Academy are responsible for exercising general supervision over the affairs of their Academy. Section 10. VACANCIES. If the office of the NAP President-Elect is vacated due to resignation, retirement, death or disqualification by the NAP Council, a new President-Elect shall be elected in accordance with the provisions of Section 3 of this Article VI, and shall serve for the remainder of the vacated term. If the office of the NAP President is vacated for any of the above reasons, the President-Elect shall automatically become the NAP President and complete the unfilled portion of the year of vacancy and is then entitled to his/her own subsequent two year term as well. If the office of the Immediate Past-President is vacated, the NAP Council may leave the office temporarily vacant or fill the office for the remainder of the term by any available Past-President willing to serve. If the office of the Secretary or of the Treasurer is vacated for any of the above reasons, the majority of the then members of the NAP Council shall elect an officer from the current or prior Council members to fill such vacancy. The term of office shall begin immediately and shall extend to the next annual election. Section 11. REMOVAL. Any Officer may be removed from office by the affirmative vote of two-thirds (2/3) of the Council members present at an official meeting. The vote can be at any regular or special meeting called for that purpose, or by mailed or electronic ballot subsequent to a meeting at which the removal is considered. Removal can be for nonfeasance, for conduct detrimental to the interests of the Corporation, for lack of sympathy with NAP objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any officer proposed to be removed shall be notified by mail, in writing, at least thirty (30) days prior to the meeting, as to the declared causes for the proposed removal and the date and place of the meeting at which the causes are to be considered. The Officer to be considered for removal shall not serve in his/her formal role at that meeting, but shall be entitled to appear before and be heard by Council at that meeting. ARTICLE VII COUNCIL Section 1. GENERAL. The corporate authority, property, and affairs of the NAP shall be exercised, controlled and conducted by the Council, in accordance with the laws of the District of Columbiagoverning such corporations, as these laws now exist or hereafter may be amended. The Council shall: a) establish and maintain a long and short-range plan for the organization; b) ensure that adequate human and financial resources are available to carry out the organization's goals and objectives; c) establish policies for how the organization will do business; d) monitor to insure that those policies are followed; e) provide for the selection of the executive director; and f) provide oversight for all activities of the Corporation. As appropriate, individual Council members shall carry out duties both as Council members and as leaders of their own academy. The Council is responsible for, and has the authority to act in, all financial matters of the NAP, including but not limited to all matters concerning all assets of the NAP, whether derived from dues, gifts, bequeaths, subsidies, grants or whatsoever. The Council shall administer all grants and gifts in the manner prescribed by the grantor or giver, and shall have the sole discretion as to whether the NAP accepts or rejects such grants or gifts. In the exercise of its fiduciary function, the Council shall reflect prudence reasonable and appropriate to such responsibility. The Executive Committee may take such actions as necessary between NAP Council meetings, and in the name of the Council. When such actions have been taken, the Council shall be provided in a timely manner with minutes recorded by the NAP Secretary. The Council may from time to time review, modify, or rescind prior actions taken by itself or the Executive Committee. Section 2. COMPOSITION. The NAP Council shall be comprised of the Officers of the NAP, including the Founding President, and the Chair and the Co-Chair from each of the Academies. The terms of the members of the Council shall be determined in accordance with the Provisions of Article VI. The Executive Director, if one exists, shall serve ex officio. Council positions, whether for vacant offices or for absent members, cannot be filled by proxies. Section 3. ELECTIONS. a) The Council shall determine the manner in which election of Officers is conducted, in keeping with the provisions of these Bylaws. b) Officers of the Council shall be elected at a Council meeting designated by Council and take office at the Fall Council meeting; c) The President shall appoint a nominating committee to prepare a slate of Officers. Additional candidates may be nominated from the floor. The election process shall be conducted in accordance with the policies and procedures of the Council. d) The President may recommend Officers for election to vacated offices; e) The President shall make interim appointments, committee assignments, and assignments to ad hoc positions as necessary. Section 4. QUORUM. At all meetings of the Council, those officers and members actually present in person or by electronic means constitute a quorum for the transaction of business. If, at any meeting, there is less than ten members actually present in person or by electronic means, the Council shall transact no business, except as expressly provided in these Bylaws, and the only motion that the Council shall consider shall be a motion to adjourn. Section 5. RESIGNATION. Any Council member may resign from Council at any time by giving written notice to the President. Any such resignation shall take effect at the time specified therein, or if the time not be specified therein, upon its acceptance by the President. Resignation from the Council shall also include resignation from the position on which Council membership was based. Section 6. MEETINGS. The Council shall convene in regular session each spring for its annual meeting and each fall for its fall meeting, and at other times as determined by the Council. Special meetings may be called by the President, pursuant to appropriate notice given. At the written request of seven (7) Council members, the President shall call a special meeting. Any business of the Council may be transacted in unassembled meetings by conference call or providing the Council the opportunity to take action by mail. A period of twenty (20) calendar days shall be afforded for responses to a request for action by mail, and written or e-mail affirmative votes from a majority of all the Council members will be needed to gain approval to such action. All actions taken during conference calls shall be recorded in minutes as though it had been an assembled meeting. Actions taken by mail shall become a part of the official record of the next regular or special meeting. Section 7. NOTICE OF MEETINGS. Except for the annual and fall meetings, notices of which are specified not less than four (4) months in advance, and a meeting to consider removal of an Officer, notice of which is specified as not less that thirty (30) days in advance, notice of all meetings shall be given to each member of the Council at least ten (10) days before the meeting, and the notice of any special meeting shall state the business of the meeting. The four (4) month notice rule for the annual and fall meetings shall pertain to the general time and location (such as month, week and city), with the exact time and place being provided each member of the Council in accordance with the ten (10) day rule. Section 8. RULES AND REGULATIONS. The Council may adopt rules and regulations not inconsistent with these Bylaws or with the Articles of Incorporation, and may alter, amend or repeal any such rule or regulation previously adopted by a simple majority vote. Such rules and regulations must be consistent for all Academies, which are bound by such rules and regulations. Such rules and regulations that are adopted shall be recorded and retained as an official document of the NAP. Section 9. REMOVAL OF COUNCIL MEMBERS. Any Council member may be removed from office by the same procedures and for the same causes set forth in Article VI, Section 9 for removal from office of an Officer of the NAP Failure to attend three (3) successive assembled meetings of the Council shall result in automatic removal of such a member from Council, unless Council shall, by majority vote, explicitly countermand such removal. ARTICLE VIII EXECUTIVE DIRECTOR Upon the recommendation of a search committee appointed by the President, the Council may employ a person to serve as the Executive Director of the NAP, for a term of office, compensation, and duties as specified by the Council. The Executive Director shall serve at the pleasure of the Council and shall be evaluated annually by procedures specified by the Council. The Executive Director shall serve as an ex-officio member of the Council and of the Executive Committee. ARTICLE IX COMMITTEES Section 1. GENERAL. The President shall appoint such ad hoc committees or task forces from among the Council members and/or others as may be required in the conduct of the affairs of the NAP, or as directed by the Council. Such ad hoc groups shall be dissolved by the President when their functions have been completed. Section 2. ADVISORY COUNCIL AND LIAISONS. The President may appoint advisors or advisory bodies, or liaison persons, as may be needed or beneficial to the NAP. Section 3. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the NAP President, President-Elect, Immediate Past-President, Secretary, Treasurer, and such Vice Presidents as have been appointed. The Executive Director, if one exists, shall serve ex officio. Meetings of the Executive Committee shall require a quorum of at least four members. The Executive Committee shall meet according to an annual schedule adopted no later than January 31 or at upon the call of the President or any three duly elective or appointed members. The Executive Committee may act on behalf of the Council, taking such actions as are deemed to be necessary between Council meetings, provided however that the Executive Committee may not act to induct Fellows, amend the bylaws, or employ an Executive Director or other executive leader, such decisions being reserved for the Council. When such actions have been taken, the NAP Council shall be provided in a timely manner with minutes recorded by the NAP Secretary. Section 4. STANDING COMMITTEES. The Council shall establish Standing Committees as it deems necessary. The President shall appoint the Chairs and members to the Standing Committees with approval of the Council for a term concurrent with the unexpired term of the President or until their replacements have been appointed. Standing Committee Chairs and members may be re-appointed by the succeeding President. The Chair of a Standing Committee may be relieved of responsibilities by the President with the approval of the Council. Any member of a Standing Committee may be relieved of responsibilities by the President upon request of the Chair of the Standing Committee. The Chair of each Standing Committee shall prepare a written report to the Council at least once a year. Section 4.1. BYLAWS COMMITTEE. The Bylaws Committee shall consist of a Chair and at least five other members, each from a different Academy. The Bylaws Committee shall consider and recommend to the Council any changes in the NAP Bylaws deemed to be necessary or desirable. Section 4.2. FINANCE COMMITTEE. The Finance Committee shall consist of the current NAP Treasurer as Chair and at least four other members appointed by the President, each from a different Academy. A minimum of one of these four members shall be a member-at-large. The Finance Committee shall oversee the fiscal policy of the organization, including operating and reserve accounts, and shall recommend an annual budget to the Council for its approval prior to the commencement of each fiscal year. Section 4.3. COMMITTEE FOR HONORING ACHIEVEMENT. The Committee For Honoring Achievement shall consist of a Chair and at least ten (10) members, each from a different Academy. The Committee For Honoring Achievement shall consider and provide recommendations to the Council on NAP membership standardscriteria for judging practitioner contributions to service, profession, community and nation, criteria for selection and recognition of new members, and activities that recognize and honor the professional expertise of its members and potential members. ARTICLE X FISCAL YEAR The fiscal year of the NAP shall be the calendar year. ARTICLE XI TAX EXEMPT STATUS Section 1. The Corporation is non stock and nonprofit. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Members, Council Members, Officers, or other private persons, except that the Corporation shall be authorized or empowered to pay reasonable compensation for services rendered and to make payment and distributions in the furtherance of the objectives set forth in the Articles of Incorporation. No substantial part of the activities of the Corporation shall be in carrying on of propaganda, or otherwise participating in, or intervening in, any political campaign on behalf of any candidate for public office. Notwithstanding any of the provisions in the Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). Section 2. If in any one year the Corporation is found to be a private foundation, then and in that event, its income for each such taxable year shall be distributed at such time and in such manner as not to subject the foundation to tax under Section 4942 of the Internal Revenue Code, and the foundation shall not engage in any act of self-dealing (as defined in Section 4941(d) of the Internal Revenue Code), and shall not retain any excess business holdings (as defined in Section 4943(c) of the Internal Revenue Code), and shall not make any investments in such a manner as to subject the foundation to tax under Section 4944 of the Internal Revenue Code, and shall not make any taxable expenditures (as defined in Section 4945(d) of the Internal Revenue Code). ARTICLE XII DISSOLUTION In the event of dissolution or termination of the Corporation, the Council shall, after payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the objective of the Corporation, in such manner, or to such organization or organizations organized exclusively for charitable, education, religious or scientific purposes and shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Council shall determine. Any of such assets not so disposed shall be disposed of by the court of proper jurisdiction, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE XIII AMENDMENTS Section 1. AMENDMENTS TO THE ARTICLES OF INCORPORATION. The Articles of Incorporation may be amended at any meeting of the Council called for that purpose, or at any regular meeting of the Council for which there has been a sixty (60) day notice that amendments to the Articles of Incorporation shall be considered, upon any proposed amendment receiving three-fourths (3/4) of the vote of all of the Council. Section 2. AMENDMENTS TO THE BYLAWS. These Bylaws may be amended at any meeting of the Council called for that purpose or at any regular meeting of Council convened in accordance with these Bylaws, upon any proposed amendment receiving two-thirds (2/3) of the vote of all the Council. No amendment to these Bylaws shall be made which is not in conformity with the Corporation’s Articles of Incorporation. Bylaws Amended March, 1988 |
National Academies of Practice
c/o The Center for Community Solutions
1501 Euclid Avenue, Suite 310
Cleveland, OH 44115
800-235-6564
Web: www.napractice.org
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