Revised December 23, 2015
NAME, STATUS AND LOCATION
Section 1: Name
The name of the Association shall be the American Cleft Palate-Craniofacial Association (referred to in these Bylaws as the “Association” or “ACPA”). ACPA shall be a nonprofit, nonstock corporation and tax exempt under Section 501(c) (3) of the Internal Revenue Code or the equivalent section of any future United States tax law.
Section 2: Offices
Offices of the Association shall be located in the State of North Carolina and/ or in such other localities as may be determined by the Board of Directors.
PURPOSES AND POWERS
Section 1: Purposes
The purposes of ACPA shall be as set forth in the Articles of Incorporation and the Association’s Mission statement.
Section 2: Powers
The Association shall have the power and authority to pass Bylaws and policies for its conduct of affairs provided that these Bylaws and policies are not contrary to Federal and state law.
Section 1: Members
ACPA membership shall consist of six categories of members: Active Member, International Member, Associate Member, Student Member, Honorary Member, and Life Member.
Active Member – Active Membership is available to individuals who reside in the U.S. or Canada, have completed a formal professional training program, and demonstrate a professional interest in the study or treatment of cleft lip/palate or other craniofacial conditions. Where the applicant’s field of professional endeavor does not have a recognized training or certification program, the Association will review the applicant’s professional qualifications.
International Member – International Membership is available to an applicant who would otherwise qualify for Active Membership and the applicant resides outside of the U.S. or Canada.
Associate Member – Associate Membership is available to applicants whose interests are consistent with the goals of the Association, who has an interest in cleft lip/palate or other craniofacial conditions, who works in the field of cleft lip/palate or other craniofacial conditions but who cannot otherwise qualify for Active Member status.
Student Member – Student Membership is available to an applicant who has demonstrated an interest in the study or treatment of cleft lip/palate or other craniofacial conditions and who is a full time student in good standing in an undergraduate, graduate, or post-graduate training program.
Honorary Member – Honorary Membership may be conferred on an individual who has distinguished themselves by scientific contributions or by benefactions to the advancement of understanding and treatment of cleft lip/palate and other craniofacial conditions and who are otherwise not eligible for Active or International membership in the Association.
Life Member – Life Membership may be conferred, on request, to any Active Member of the Association who is ordinarily at least 60 years of age, has been a continuous member of the Association for at least 20 years, and is retired from professional activities. Professional retirement is defined as full cessation of remuneration for all professional activities. In cases where extreme circumstances apply, Life Membership may be conveyed at the discretion of the Board and as specified in the Policy Manual.
Section 2: Membership in the Association
Membership in the Association is a privilege and requires that the member support the purposes and goals of the Association. Every member of the Association is expected to behave in accordance with the Code of Ethics of the Association. Membership in the Association does not imply, directly or indirectly, any certification or endorsement by the Association in the treatment of patients with cleft lip/palate or other craniofacial conditions.
Active and International Members are eligible to vote on any matters on which members are entitled to vote under these Bylaws or the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the "Nonprofit Law ") , hold office, or serve as chair of a committee or task force. Life Members are eligible to vote on any matters on which members are entitled to vote under these Bylaws or the Nonprofit Law. It is the responsibility of each member to keep on file, with the ACPA Office, current contact information to which correspondence can be sent.
Section 3: Membership Applications
All applicants for membership shall submit a completed application in the manner specified to the National Office of the Association.
Section 4: Termination of Membership
The Board of Directors, for cause, shall have the right to censure, suspend, or expel any member by two-thirds vote of the Board of Directors present and voting, provided such member was given notice of the reasons for such censure, suspension or expulsion and an opportunity to state such member’s position in writing to the Board of Directors prior to a vote. Any member suspended or expelled for reasons other than nonpayment of dues or assessments may be reinstated by an affirmative vote of two-thirds of the Board of Directors present and voting.
Section 5: Non Payment of Dues/Assessments
Any member of the Association who is delinquent in payment of dues or assessments for a period of sixty (60) days from the time payable may be dropped from the rolls and forfeit all rights and privileges of membership in the Association. Any member whose membership was terminated for nonpayment of dues and/or assessments may be reinstated with submission of current qualifications, payment of any accrued unpaid dues and assessments, and payment of current year’s dues.
Section 6: Membership Resignation
Any member may resign from the Association by filing a written resignation with the National Office of the Association. Any member who has resigned may be reinstated with submission of current qualifications, payment of the current year’s dues and any accrued unpaid dues, and assessments.
DUES AND ASSESSMENTS
Section 1: Dues and Assessments
Dues and assessments for all categories of membership shall be established by the Board of Directors in accordance with the ACPA Policy Manual.
Section 2: Non Refund of Dues
Upon the resignation, suspension or expulsion of a member, or termination for any reason, any dues paid shall not be refunded and such member shall not be relieved from liability for accrued and unpaid dues or assessments.
Section 3: Payment of Dues
All dues are payable upon proper notification by the Treasurer.
Section 4: Financial Assessments
Any special financial assessment in the interests of the Association shall be determined as delineated in the ACPA Policy Manual and approved by the Board of Directors.
MEETINGS OF MEMBERS AND VOTING
Section 1: Meetings of the Association
The Association shall hold as many special meetings as may be determined by the Board of Directors to be in the best interests of the Association.
In extraordinary circumstances, a business meeting of the membership may be called when requested, in writing, by 10% of the voting members (Active, International and Life) of the Association.
Section 2: Annual Meeting
An Annual Meeting of the Association shall be held each year at a time and in a place determined by the Board of Directors. In periods of emergency, the Board of Directors may, by two-thirds vote, cancel the Annual Meeting. In this case, the Board of Directors shall be empowered to transact all business that would ordinarily be brought before the annual membership meeting in accordance with the ACPA Policy Manual.
There shall be at least one business meeting of the members of the Association at each Annual Meeting at which members entitled to vote shall vote on matters properly before the meeting. Fifty members in good standing shall constitute a quorum for the transaction of Association business at a duly constituted business meeting. The President shall chair the meeting and adjudicate any procedural disputes. If necessary, disputes may be handled as outlined in the Policy Manual.
Section 3: Notice of Meetings
Notice of the day, hour, location and purposes of any meeting of the members of the Association shall be given as provided in Section 3 no fewer than ten (10) days prior to the date of the meeting. Notice may be given by first class or express mail, facsimile transmission, email, or other electronic communication directed to the individual member using the contact information provided by the member to ACPA. Notice by first class or express mail shall be deemed to have been given when deposited in the United States mail or with a courier service, and notice by facsimile transmission, email, or other electronic communication, shall be deemed to have been given when sent.
Section 4: Quorum
At any meeting of the members, the presence, in person or by proxy, of fifty members shall be necessary to constitute a quorum for all purposes, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the members except as may otherwise be specifically provided in these Bylaws.
Section 5: Voting
A vote by eligible voting members may occur during any duly constituted business meeting or through mail or electronic ballot as determined by the Board of Directors. Two-thirds of the votes cast at a business meeting at which a quorum is present and two-third of the votes cast by ballot, if ballot voting is used, is required to authorize any action with the exception of Board member and Officer elections which shall be determined by a plurality of votes cast by members who return a ballot.
The Officers of the Association shall consist of a President, a President-Elect, an Immediate Past President, a Vice President, a Vice President-Elect, a Treasurer, and a Communications Officer.
Section 1: President
The President shall be the principal volunteer officer of the Association and serve as Chair of the Board of Directors. The President shall not vote except when necessary to resolve a tie. The President, with authority of the Board of Directors, formally represents the Association in all official relationships with other professional or scientific agencies and bodies. The President shall serve as ex-officio member of all committees except the Nominating Committee. The President shall perform such other duties as assigned by the Board of Directors.
Section 2: President-Elect
The President-Elect shall serve as President in the event of incapacity of the President. The President-Elect shall assume office immediately upon the close of the tenure of the President. The President-Elect shall appoint such committees and task forces as may be defined in the Bylaws or determined by the Board of Directors. The President-Elect appoints the Program Committee as proposed by the Vice-President Elect for the year in which the two will preside. The President-Elect shall perform such other duties as assigned by the Board of Directors.
Section 3: Immediate Past President
The Immediate Past President serves on the Board of Directors and is an ex-officio member of the Honors and Awards Committee and Nominating Committee. The Immediate Past President shall perform such other duties as assigned by the Board of Directors.
Section 4: Vice President
The Vice President shall be responsible for duties as assigned by the Board of Directors.
Section 5: Vice President-Elect
The Vice President-Elect shall serve as Vice President in the event of the incapacity of the Vice President. The Vice President-Elect shall assume office immediately upon the close of the tenure of the Vice President of the Association. The Vice President-Elect proposes the Chair and members of the Program Committee to the President-Elect. The Vice President-Elect shall perform such other duties as assigned by the Board of Directors.
Section 6: Treasurer
The Treasurer shall chair the Management and Finance Committee and perform such other duties as are generally assumed to be characteristic of that office. This individual shall assume responsibility for oversight of the financial affairs of the Association with periodic review of financial statements with the National Office Staff and independent accountants and/or auditors. The Treasurer will report on the financial status of the Association to the Board of Directors at least twice a year and to the membership at the annual business meeting.
An independent firm of certified public accountants shall be selected by the Board of Directors to conduct an annual audit. The annual audit shall be directed by an Audit Committee made up of three Members of the Board of Directors who do not serve on the Management and Finance Committee.
The Treasurer shall perform such other duties as assigned by the Board of Directors.
Section 7: Communications Officer
The Communications Officer of the Association shall provide oversight for the preparation and submission of all minutes. The Communications Officer shall have oversight responsibility for the historical archives of the Association. . The Communications Officer shall provide strategic oversight for communications and oversee the review of the Cleft Palate Craniofacial Journal Editor and Associate Editor in the year prior to a consideration of the renewal of each three-year appointment. The Communications Officer shall perform such other duties as assigned by the Board of Directors.
Section 8: Terms of Office
The President, President-Elect, Immediate Past President, Vice President and Vice President-Elect shall serve a single, one-year term. The Treasurer and Communications Officer shall serve a three-year term. In case of an unanticipated vacancy on the Board of Directors, the Board of Directors shall review candidates nominated for Board positions in the last two years and recommend individuals to be appointed by the President to fill the vacated position(s) until the next annual election.
BOARD OF DIRECTORS
Section 1: General Powers; Board Composition
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of the Board of Directors. The Board of Directors shall be constituted as follows: the President; the President-Elect; the Immediate Past President; the Vice President; the Vice President-Elect; the Treasurer; the Communications Officer; one representative of each of the following professions: surgery, dentistry, speech-language pathology, and other (includes pediatrics, team coordinator, nurse or any discipline other than surgery, dentistry, or speech-language pathology); and two members, one from a designated profession that rotates through the four professional groups defined above and one at-large position. The Editor of the Cleft Palate-Craniofacial Journal, Executive Director, and President of the Cleft Palate Foundation shall be ex-officio members of the Board of Directors without vote.
Section 2: Board Member Terms of Service
Board members are elected for a term of three years. Board members may be nominated by the membership to be placed on the ballot to serve a second three year term. At the conclusion of a second three year term, a Board member must leave the Board for a year before being eligible to be nominated to be placed on the election ballot for another term on the Board.
Section 3: Board Responsibilities
The Board of Directors is empowered to develop, implement, and reevaluate the strategic plan of the Association; formulate organizational policy to foster growth and development of the Association; approve the annual budget and hire, compensate and terminate the Executive Director. The Board of Directors also oversees the operational function of the Association, establishes principles of conduct for teams and members, and interfaces with other organizations and the general public regarding issues central to the mission of the Association.
SELECTION OF BOARD OF DIRECTORS
Section 1: Nominating Committee Role
The Nominating Committee shall be responsible for collecting nominations from the voting members, proposing a slate of nominees to the Board of Directors for approval, and for overseeing the membership election process for service on the Board of Directors. The Nominating Committee shall be composed as specified in Article X, Section 2. The Nominating Committee processes for collection of nominations, development of a slate of nominees, and the election process shall adhere to the requirements of the Bylaws and in accordance with the ACPA Policy Manual.
Section 2: Election Slate for Candidates to Serve on the Board of Directors
The slate of nominees shall be prepared by the Nominating Committee, in accordance with the Bylaws and as detailed in the ACPA Policy Manual. Only Active and International Members in good standing for a period of five years shall be eligible to hold office. The Nominating Committee shall recommend at least one candidate for each open position. Consent of the nominees must have been obtained by the Nominating Committee prior to the Nominating Committee submitting the proposed slate of candidates to the Board of Directors for approval. The Board of Directors shall approve the final slate of candidates which shall be sent to the Members for a vote. Provisions for write-in candidates will be provided. No nominee’s name shall be included on the election ballot unless the nominee has consented to serve if elected.
The Communications Officer and Treasurer are to be elected every third year with neither Officer ending their term in the same year, and all other vacant Officer positions to be elected annually by ballot by voting members of the Association. Two Board Members shall be elected each year, one from a named specialty and the other at large.
Section 3: Member Voting
A ballot will be distributed to the membership. Election shall be by plurality of votes of the voting members of the Association returning ballots in such election. The Communications Officer and at least one other member of the Board of Directors will oversee the counting of election ballots. The results of the election will be announced to the membership. New Officers and Board of Director members will assume office January 1st of the year after which they are elected.
Only Active, International, and Life Members who are in good standing, shall be eligible to vote in an election.
MEETINGS AND ACTION OF THE BOARD
Section 1: Regular Meetings
Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may provide by resolution.
Section 2: Special Meetings
Special meetings of the Board of Directors may be called by the President or shall be called by the President upon the written request of the majority of the Board members.
Section 3: Presence at Meetings
The Board of Directors may permit any or all Board members to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Board members participating may simultaneously hear each other during the meeting. A Board member participating in a meeting by this means is deemed to be present in person at the meeting.
Section 4: Notice of Meetings
Notice of regular meetings of the Board of Directors shall not be required. Special meetings of the Board of Directors shall be held upon such notice sent by any usual means of communication not less than five (5) calendar days before the meeting. Notices of special meetings need not describe the purpose of said meetings.
Section 5: Waiver of Notice
A Board member may waive any notice required by law or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, signed by the Board member entitled to the notice, and filed with the minutes or corporate records.
A Board member’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the Board member, at the beginning of the meeting (or promptly upon his/her arrival), objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 6: Quorum
A majority of the Board members then serving shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 7: Voting
All matters considered at a meeting shall be decided by a majority vote of a quorum, and all votes shall be by voice, except that upon request of any Board member present a roll call vote shall be taken.
Section 8: Action Without Meeting
Action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed (including electronic signature) by each Board member before or after such action, describing the action taken, and included in the minutes or filed with the corporate records reflecting the action taken.
Action taken under this section is effective when the last Board member signs the consent, unless the consent specifies a different effective date.
A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Section 1: Executive Committee
The Executive Committee shall consist of the Officers of the Board of Directors of the Association and shall have the authority to carry out the business of the Association between meetings of the Board of Directors. Officers of the Association are responsible for conducting an annual performance evaluation of the Executive Director of the Association.
Section 2: Nominating Committee
The Nominating Committee shall be composed of Active or International Members who have been ACPA Members for at least five years or Life Members. Two members shall be elected by the membership-at-large; two members elected by the Board of Directors; and one member appointed by the President. The President-Elect shall appoint the Chair of the Nominating Committee from among the five members, ideally someone who served previously on the Nominating Committee and is familiar with the process. Members of the Committee are ineligible to be nominated for a Board position and may not withdraw from the Committee to become eligible. The Immediate Past President and Executive Director shall serve as ex-officio members of the committee without a vote. In the event of an unanticipated vacancy on the Nominating Committee, the President will appoint a replacement from the same discipline with approval of the Board.
Section 3: Management and Finance Committee
The Management and Finance Committee is responsible for advising the Board of Directors regarding fiscal operations of the Association.
Section 4: Other Committees
Other committees and task forces may be established with charges developed by the Board of Directors in accordance with the ACPA Policy Manual.
Section 5: Meetings and Authority of Committees
The procedures set forth in Article IX above which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, apply to all other committees and their members as well.
Section 6: Restriction on Authority of Committees
A committee may not recommend to members or approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the Associations' assets; elect, appoint or remove or fill vacancies in the Board of Directors or on any of its committees; or adopt, amend, or repeal the Articles of Incorporation or Bylaws.
The Executive Director is a full-time employee and the chief executive officer of the American Cleft Palate-Craniofacial Association. The Executive Director is appointed by the Board of Directors and is responsible for the operation of the National Office. The Executive Director is guided and assisted by the Board of Directors.
The Executive Director is generally responsible for scheduling and carrying out yearly business activities, evaluating programs and activities for maximum effectiveness, facilitating communication between committees and members of the Board of Directors, and providing administrative support for special projects. The Executive Director supervises all National Office employees and is responsible for all hiring, evaluating, compensating and terminating of all employees, vendors, consultants, and contractors.
The Executive Director will attend all Executive Committee and Board of Directors meetings but will not have the right to vote. The Executive Director will serve as an ex-officio member without vote of all committees and will attend committee meetings as appropriate.
Personal expenses incurred in the performance of official duties for ACPA will be reimbursed. The salary of the Executive Director will be reviewed annually by the Management and Finance Committee and recommendations for changes to salary, benefits, or other compensation made at least annually to the Board of Directors.
The membership year shall be in effect from January 1 through December 31. Duration of membership, collection of dues, and issuance of publications shall be determined on the basis of the membership year. Appointed and elected Officers of the Association begin their tenure on January 1st after the annual election and remain in office until December 31st of the final year of their term, as specified by the office. The fiscal year of the Association shall be in effect from July 1 through June 30.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1: Judgments, Fines, Settlements and Expenses
The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether by or in the right of the Association to procure a judgment in its favor, by reason of the fact that such person is or was an Officer, Board member or employee of the Association or is or was serving at the request of the Association as an Officer, Board member or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association and, with respect to any criminal proceeding, had no reasonable cause to believe his or her action was unlawful.
Section 2: Advancement of Expenses
Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Officer, Board member or employee to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Association pursuant to this Article.
Section 3: Non-Exclusivity
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled and shall continue on to any person who has ceased to be an Officer, Board member or employee of the Association and shall inure to the benefit of the heirs, executors and administrators of such a person.
Any proposed amendment to these Bylaws must be submitted to the Board of Directors in writing by a member in good standing. The Board of Directors shall convene a Bylaws Review Task Force to evaluate the proposed amendment and, if approved, the amendment will then be submitted to the Board of Directors for review. If approved by the Board of Directors, the amendment will be proposed to the membership. To be adopted, an amendment must be approved by consent of two-thirds of the eligible voting members of the Association who cast a vote, including by electronic ballot.
Section 1: Activities of the Association
No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the Association shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The Association shall not conduct any other activities not permitted by a corporation exempt from income taxes under Section 501 (c)(3) of the Internal Revenue Code.
Section 2: Conflict of Interest
The Association shall maintain a policy on Conflict of Interest that protects the Association’s 501 (c)(3) status. The policy is intended to supplement but not replace an applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. The policy applies to all ACPA members serving in a governance role for ACPA and all staff of the Association. The policy and processes for implementation shall be maintained in the ACPA Policy Manual.
Section 3: Prohibition Against Sharing In Association Earnings
No part of the net earnings of the Association shall inure to the benefit of or be distributable to its members, Board members , Officers or other private persons, except the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Association’s mission.
The President, with the approval of the Board of Directors, shall notify the membership of a proposal and rationale for dissolution of the Association. Within thirty days after notification, the Communications Officer shall mail a ballot with rationale for dissolution to all voting members. The Association may be dissolved by consent of three-fourths of a minimum of fifty percent (50%) of the mailed ballots returned within five weeks from the original date of mailing.
Any property owned by the Association at the time of dissolution shall be sold by the Executive Director, and after satisfaction of all liabilities, proceeds shall be donated to an organization qualified under Section 501 (c)(3) of the Internal Revenue Code with the approval of the Board of Directors.