Revised and effective December 26, 2017
The name of this organization shall be the American Association of Nurse Practitioners ("AANP"). AANP is a non-profit corporation incorporated under the laws of the state of Texas. AANP is a full service national professional membership organization for nurse practitioners (NPs) of all specialties.
Consistent with the foregoing, AANP is organized and shall be operated and administered exclusively as a business league, and the definition of such purpose shall be the same as the definition of such purpose used in connection with Section 501(c)(6) of the Internal Revenue Code of 1986 or corresponding provisions of subsequent federal tax laws.
The mission of AANP is to empower all nurse practitioners to advance quality health care through practice, education, advocacy, research, and leadership.
Membership, in all categories is contingent on completion and submission of an application to AANP and its acceptance by AANP. For purposes of the Bylaws, a "Member in good standing" is defined as an AANP Member who meets the requirements for the specific category of Membership and is current on all obligations owed to AANP, including the annual payment of dues. Payment of dues by former members who were disciplined, or were removed from membership by AANP does not guarantee reinstatement.
Section 1. NP Member: NP Members shall have successfully completed an NP program and/or maintain certification as an NP with a nationally approved certifying body. NP Members shall have the right to vote in elections for Officers, Nomination Council, Regional Directors and State Representatives. NP Members desiring to seek state or national office must be an AANP Member in good standing for the 12 months previous to the date on which the call for nominations begins.
Section 2. Student Member: Student Members shall be enrolled in an entry-level nurse practitioner program. Student Members shall have the right to vote for their State Representative. Student Members desiring to seek office at the state level must be an AANP Student Member in good standing for the 12 months previous to the date on which the call for nominations begins.
Section 3. Student Member – Post Master's: Post Master's Student Members shall be a nurse practitioner enrolled in an advanced level nurse practitioner program. Post Master's Student Members shall have the right to vote in elections for Officers, Nomination Council, Regional Directors and State Representatives. Post Master's Student Members wishing to seek either state or national office must be an AANP Member in good standing for the 12 months previous to the date on which the call for nominations begins.
Section 4. Retired Member: Retired Members shall be NPs who have retired from NP practice. Retired Members shall have the right to vote in elections for Officers, Nomination Council, Regional Directors and State Representatives. Retired Members wishing to seek state office must be an AANP Member in good standing for the 12 months previous to the date on which the call for nominations begins. Retired Members wishing to seek national office must convert their Membership to NP Member category.
Section 5. Associate Member: Associate Members shall be any person who is not an NP but is interested in fostering the mission of the organization. Associate Members do not have the right to vote or hold office.
Section 6. NP Organization Member: Any organization, with five or more nurse practitioners, is eligible provided it supports the mission and public policy positions of AANP. NP educational programs at colleges and universities are eligible for this category of membership. NP Organization Membership does not confer voting or office holding privileges either as a group or on any individual member of an NP Organization Member who is not a current member of AANP.
Section 7. Career Starter Member: A Career Starter Member shall have graduated from a nurse practitioner program in the previous 12 month period. A Career Starter Member shall have the right to vote in elections for Officers, Nomination Council, Regional Directors and State Representatives. A Career Starter Member wishing to seek either state or national office must be an AANP Member in good standing for the 12 months previous to the date on which the call for nominations begins. Status as a Career Starter Member shall only last one year.
Section 8. Corporate Council Member: Any corporation that desires an affiliation with AANP and which supports the mission of AANP may become a Corporate Council Member. Corporate Council Membership does not confer voting or office holding privileges either as a corporation or on any individual member who is employed by that corporation.
Section 1. Membership dues are paid on an annual basis or other payment schedules as determined by the Board of Directors.
Section 2. The Board of Directors shall set membership dues annually by majority vote of the Board at a meeting at which a quorum is present.
Section 1. There shall be a minimum of one meeting each year of the general Membership. The time and place of this meeting shall be published at least ninety (90) days prior to the meeting.
Section 2. There shall be a written annual report to the general Membership posted on the AANP website.
Section 1. Nomination Process: Voting Members in good standing may be nominated for elected positions. The call for nominations for elected positions of AANP shall be published at least four (4) months prior to the March elections. All nominations must be submitted by close of the call for nominations. The call for nominations shall close at least two (2) months prior to the March elections. The Nomination Council will vet all nominees according to established procedure and submit a slate of candidates to the Board of Directors for approval.
If there are no candidates on the slate for an elected position, or if all the candidates for an elected position are disqualified, the position will be filled as follows:
Section 2. Qualification for Regional Directors, Officers, State Representatives and Nomination Council Members: Voting members in good standing may serve as Directors, Officers, State Representatives, and Nomination Council Members and be nominated for such elected positions provided they meet and continue to meet the basic qualifications stated below and elsewhere in these bylaws. Failure to satisfy these qualifications by a nominee will result in the nominee's automatic removal from the ballot. Failure to satisfy these qualifications by a Regional Director, Officer, State Representative, or Nomination Council Member shall subject that individual to the removal process described in these bylaws. Regional Directors, Officers, State Representatives, and Nomination Council members and nominees for such positions shall attest that they meet all of these qualifications. In addition all Regional Directors, Officers, State Representatives and Nomination Council Members must report to AANP (1) any misdemeanors (other than infractions such as minor traffic offenses) and (2) any previous limitation, revocation, or suspension of their Registered Nurse or Advance Practice Registered Nurse license or certification.
a. Basic qualifications –
i. Must be an active member in good standing with no lapse in membership for at least 12 months previous to:
(i) In the case of a nominee, the date on which the call for nominations begins, as stated in Article III, Section 1; and
(ii) In the case of an appointee the commencement of the office for which the individual is elected or appointed
ii. Must have an unencumbered license or registration as a registered nurse or advanced practice nurse
iii. Must not have been convicted of or pled guilty or nolo contendere to a felony
b. To run for the position of Regional Director for AANP, the candidate should have experience as a State Representative for AANP. If a candidate has not served in the aforementioned capacity, the candidate must possess equivalent experience and clearly demonstrate leadership (in AANP or other organizations) in lieu of this requirement.
Section 3. Election Process: Candidates for election will be published on the ballot that is sent to members eligible to vote at the opening of the voting period each year. Elections shall be held in March of each year. All Voting Members in good standing as of February 1 of the election year shall be eligible to vote. Voting shall be by electronic ballot, which ballot shall constitute a member's proxy. A plurality vote shall be sufficient for election. In the event of a tie vote for any elected position, the decision between the tied run-off candidates shall be made by secret ballot of the Board of Directors at a meeting at which a quorum is present.
Section 4. Term of Office: Newly elected members of the Board of Directors, State Representatives and Nomination Council members shall begin their term of office each year on the last day of the AANP National Conference. All elected individuals must be members in good standing throughout their term. Failure to maintain such Membership status during an elected individual's term shall result in automatic removal from office.
Section 1. The Officers (as defined in these bylaws), the Regional Directors, and the Chief Executive Officer (who shall be a non-voting member) shall constitute the Board of Directors and shall be the governing body of the organization. All voting members of the Board of Directors shall serve for a term of two (2) elected years, or as specified in these bylaws. No voting member of the Board of Directors shall serve more than three (3) elected consecutive terms in the same position.
Section 2. Regional Directors shall maintain primary residence within their respective regions, and shall be elected by the members of their regions. Failure to maintain a primary residence within the Regional Director's region shall result in the Regional Director's automatic removal from office. The Regions are:
Region 1: CT, MA, ME, NH, RI, VT Region 2: NJ, NY, Puerto Rico
Region 3: DC, DE, MD, PA, VA, WV Region 4: KY, NC, SC, TN
Region 5: IL, IN, MI, MN, OH, WI Region 6: AR, LA, OK, TX
Region 7: IA, KS, MO, NE Region 8: CO, MT, ND, SD, UT, WY
Region 9: AZ, CA, HI, NM, NV, Pacific U.S. territory Region 10: AK, ID, OR, WA
Region 11: AL, FL, GA, MS, U.S. Virgin Islands
Regional Directors from even numbered regions shall be elected in even numbered years. Regional Directors from odd numbered regions shall be elected in odd numbered years.
Section 3. As the governing body of the organization, members of the Board of Directors shall serve in good faith, shall uphold the highest professional, ethical, and legal standards, and shall fulfill the functions of their positions. A director shall discharge the director's duties, including duties as a committee member, in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of AANP. A director is not liable to AANP, a member or another person for an action taken or not taken as a director if the director acted in compliance with this bylaw provision. A person seeking to establish liability of a director must prove that the director did not act (1) in good faith (2) with ordinary care and (3) in a manner the director reasonably believed to be in the best interest of AANP.
Section 4. There shall be at least three (3) regular meetings of the Board of Directors each year. One of these meetings shall be at the time of the AANP National Conference. A physical gathering of the Board of Directors shall be required for at least two (2) meetings of the Board per calendar year, and members of the Board who are unable to physically attend such meeting in person may participate by remote electronic communications system, including the telephone, videoconferencing technology or the Internet in such meeting by conference telephone or other forms of remote technology if at least a majority of the number of Directors then in office are in physical attendance at such meeting. Any other meeting of the Board of Directors or any committee designated by the Board of Directors may be held by means of a remote electronic communications system, including telephone, videoconferencing technology or the Internet only if the system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant. By serving on the Board of Directors or any committee designated by the Board of Directors, each individual expressly consents to meetings held by means of a remote electronic communications system, including telephone, videoconferencing technology or the Internet.
The time and place of these regular face-to-face meetings shall be set by the President, and sixty (60) days notice shall be given to all Directors. Special meetings of the Board of Directors may be called by the President, or shall be called upon written request of at least five (5) members of the Board of Directors. Ten (10) days notice shall be given, and the purpose of the meeting shall be stated in the call for the meeting. The ten (10) days notice may be waived for exigent circumstances in accordance with the Texas Business Organizations Code or other controlling Texas law. All Directors must consent to participate in meetings by means of remote electronic systems including the telephone, videoconferencing or the Internet in order to serve as a member of the Board.
Section 5. In the event a member of the Board of Directors is unable to participate in an official meeting of the Board of Directors, the member shall not have the right to have another person attend and/or vote on their behalf.
Section 6. In the interval between regular meetings of the Board of Directors, the President may refer to the Board questions relating to the affairs of the organization, which, in the reasonable opinion of the President, require action on the part of the Board. Any such action may be taken without a meeting if a written consent, stating the action to be taken, is signed by the number of Board of Directors necessary to take that action if there had been a meeting at which all of the members of the Board were present and voting. The consent shall include the date of each Director's signature. If less than unanimous consent is obtained, prompt notice of the action shall be given to each member of the Board of Directors. There shall be contemporaneous documentation of all such actions in AANP's corporate records. The result of such actions obtained in this fashion shall control the action of the organization, and its board, officers, sections, committees, agents, units and employees. A photographic, photo static, facsimile, electronic or similar reproduction of a writing signed by a Board member shall be regarded as signed by the Board member for purposes of this provision.
Section 7. In the event a vacancy occurs in any position of the Board of Directors due to change in status or otherwise, such position shall be filled in the following manner:
If there is a vacancy in the office of Immediate Past President in those years when such a position would ordinarily be filled by the individual most recently completing their presidency, a previous President of the association shall be nominated by the current AANP President and confirmed by a majority vote of the Board at a meeting at which a quorum is present to fill the unexpired term.
Section 8. Committees of the Board may act without meeting in the manner provided under Section 6 of this Article VII.
Section 1. The Officers of the organization shall be the President, President-Elect, Immediate Past President, Recording Secretary, and Treasurer.
Members in good standing of the organization entitled to vote in elections shall elect Officers. At the time of annual call for nominations officers shall have completed at least one term on the Board of Directors within the last six (6) years; provided, however, that prior service on the Board of Directors of the American College of Nurse Practitioners or American Academy of Nurse Practitioners shall qualify for the purpose of satisfying this requirement. No Officer shall hold the same office for more than three (3) elected consecutive terms.
Section 2. President: Serves for a two (2) year term; automatically assumes office following service as President-Elect.
Section 3. President-Elect: One (1) year term elected in even numbered years; automatically assumes office of President's term or a vacancy in the office of President, and will fulfill the remainder of the President's term.
Section 4. Immediate Past-President: One (1) year term; automatically assumes office following service as President.
Section 5. Recording Secretary: Two (2) year term elected in even numbered years.
Section 6. Treasurer: Two (2) year term elected in odd numbered years.
Voting Members in each state and/or recognized U.S. territory shall elect a State Representative who shall act as the contact for communications and other grassroots activities with Members of that state. States having greater than 10,000 NPs, according to the AANP Research Department utilizing state board of nursing data, will be able to elect two State Representatives with the state split for voting by a geographic line as determined by the AANP State Government Affairs Office in collaboration with the Regional Director. The term of office shall be two (2) years with elections being held in the opposite year of the Regional Director for that state. If an elected State Representative cannot fulfill the term of office, a replacement will be appointed by the President in consultation with the Regional Director. No State Representative shall hold the same office for more than four (4) elected consecutive terms.
Section 1. The committees of the organization shall be standing or ad hoc. Each committee, except the Nomination Council, shall have a chair appointed by the President and subject to approval of the Board of Directors, unless the position is specified in the bylaws.
Section 2. Except for the Nomination Council, all committees are advisory to the Board of Directors and the staff of the organization. Committees shall assume such duties as specified in these bylaws or designated by the Board of Directors in creating such committee and as outlined in the committee policies and procedures. Each committee shall review its functions annually and submit an annual report to the Board. Additional updates may be requested by the President.
Section 3: The Nomination Council is a standing committee and shall derive its authority from these Bylaws and shall prepare a slate that optimally consists of at least two candidates for each available position on the slate. In no event, however, shall the candidates for an available position on the slate exceed three. In the case of the candidates for the Nomination Council, in the year that two seats are open, the slate should contain no more than six candidate names for the Nominations. In the year that three seats are open, the slate should contain no more than nine candidate names. In the year four seats are open, the slate should contain no more than twelve candidate names for the Nomination Council.
Utilizing AANP position descriptions, the Nomination Council will conduct reviews and interviews of all eligible nominees seeking a particular office to determine the candidates for each open position on the slate. The Nomination Council will present the completed slate of candidates to the Board of Directors for its approval. The Board of Directors shall not substitute its judgment for that of the Nomination Council with respect to any candidate, but rather shall review the slate to ensure that the necessary qualifications are met and that candidates are in good standing and compliant with AANP Bylaws, policies, procedures, rules and regulations.
The Nomination Council shall consist of nine (9) NP members in good standing who are not currently holding any other AANP office, elected by NP Members, Post Master's Student Members, Retired Members, and Career Starter Members during the regular election process. Nomination Council members are elected for three (3) year terms and are eligible to seek re-election to the Nomination Council for one additional term commencing at the expiration of their current term. Members of the Council are not eligible for nomination for any other elected position while serving on the council. Nominations and voting for Nomination Council members shall otherwise proceed in the same manner as set forth in Article VI. The Nomination Council will have a chairperson decided by the Nomination Council, who will hold that position for two years. Upon completion of the two year term of office, the chair will be available, if needed, to help mentor the incoming chairperson. If there is a tie for the position of chairperson, the decision will be made by secret ballot of a majority of the Board of Directors at a meeting in which a quorum is present. In the event a vacancy occurs in any position of the Nomination Council, including the Chair, the vacancy shall be filled for the remainder of the term by a majority vote of all the remaining members of the council, with candidates selected from a pool consisting of former Nomination Council members whose terms have most recently expired and from candidates on the ballot for the Nomination Council who were not elected during the most current election process.
Section 1. The Board of Directors shall hire the Chief Executive Officer (CEO) of the organization.
Section 2. The CEO shall hold a seat without a vote on the Board of Directors, and as a non-voting member may be recused from any meeting, including meetings of the Board of Directors at any time at the discretion of the President.
Section 3. At the discretion of the President, the executive level staff may attend all meetings of the Board of Directors.
In the event that an elected or appointed Officer, Director or State Representative, or Nomination Council member violates the Bylaws, policies and procedures of AANP or fails to perform the duties of obedience, loyalty and due care attendant to the office held then the disinterested members of the Board of Directors shall provide the Officer, Director, State Representative or Nomination Council member in question with a written notice stating the specific reasons for removal or expulsion, and provide the Officer, Director, State Representative or Nomination Council member with an opportunity to respond to the allegations in writing. Upon written request, such Officer, Director, State Representative or Nomination Council member is entitled to a hearing before the Board of Directors in accordance with policies, procedures and rules established by the Board of Directors.
If the Officer, Director, State Representative or Nomination Council member does not choose to resign, they may be removed by (a) three-quarters of the Board members voting at a meeting where a quorum is present, or (b) two-thirds of the full Board of Directors, with any Director proposed to be removed abstaining from the vote. Final written notice of the removal decision will then be provided by the Board of Directors to the Officer, Director, State Representative or Nomination Council member.
Any Officer, Director, State Representative or Nomination Council member who is removed from office shall be permanently ineligible to serve in an elected position of AANP.
Section 1. Member. For the purposes of this Article, a Member shall be defined by one of the following membership categories: NP, Student, Post Master's Student, Career Starter, Retired, Associate or NP Organization Member.
Section 2. Authorization. By a majority vote the Board of Directors at a meeting at which a quorum is present, the Board may impose disciplinary measures, including expulsion, suspension, censure and reprimand, and impose terms and conditions of probation or such sanctions as it may deem appropriate, for any of the following reasons:
a) Failure of the Member to comply or act in accordance with these bylaws, the Articles of Incorporation of the corporation, or other duly adopted policy, procedure, rules or regulations of AANP;
b) Failure of the Member to maintain confidentiality or security, or the permitting of conditions that allow a breach of confidentiality or security, in any manner dealing with the confidentiality of corporate records or any proprietary information of AANP;
c) Revocation of a Member's license or registration as a registered nurse or advanced practice nurse;
d) Conviction of a felony which indicates that the Member may be a danger to public health or safety; or
e) Unethical behavior or behavior that could reasonably be expected to cause harm to the reputation of AANP.
Section 3. Procedure. Any Member alleged to have acted in such manner as to be subject to disciplinary action shall first be given written notice of the charges and an opportunity to provide a written response. Upon written request, such member shall be entitled to a hearing before the Board of Directors in accordance with rules established by the Board of Directors.
Section 4. Reinstatement. In the event a Member is expelled from AANP, such former Member may apply for reinstatement after one year following final action on expulsion. The Board of Directors is the final authority and may, by majority vote at a meeting at which a quorum is present, accept application for reinstatement under such terms and conditions as it may deem appropriate.
Section 1. Proposed amendments to these bylaws shall be recommended to the Voting Members for vote by a 2/3 vote of the entire Board of Directors, and sent to all Voting Members.
Section 2. Amendments to bylaws are limited to no more than two (2) times in one calendar year.
Section 1. A simple majority of the Board of Directors then in office shall be necessary to constitute a quorum at any regular or any special meeting of the Board.
Parliamentary procedure for the organization shall be that of "Robert's Rules of Order" most recent edition.
Section 1. Reference to Code. Reference is made to the Texas Business Organizations Code, as it may be amended from time to time (the "Code"). Terms used in this Article XVII and not otherwise defined shall have the same meanings as used in the Code. In the event of any conflict between the provisions of this Article XVII and the Code, the provisions of the Code shall apply.
AANP may enact from time to time an Indemnification Policy and Procedure ("Policy"). The purpose of the Policy is to establish guidelines for the administration of indemnification of those directors, officers, employees and agents of AANP who have an action, claim, or proceeding brought against them arising out of their good faith performance of duties on behalf of or at the direction of AANP. The Policy is meant to incorporate and conform to the greatest extent possible with the applicable provisions of the Code regarding the provision of indemnification and insurance. To the extent the Policy may be inconsistent with the Code or this Article XVII, the terms of the Code shall apply.
Section 2. Indemnification and Advance of Expenses. AANP shall indemnify and/or advance expenses to a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a governing person, former governing person, delegate, officer, employee, or any person formerly holding a similar position with either the American Academy of Nurse Practitioners or the American College of Nurse Practitioners (each, an "Indemnified Person") to the fullest extent permitted by, and in accordance with the procedures set forth in, Chapter 8, Subchapter C of the Code and any other applicable laws. It is the intention and purpose of this Article XVII to make mandatory the permissive indemnification provisions of Chapter 8, Subchapter C of the Code.
Section 3. Insurance. Subject to the Code, AANP may purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against or incurred by the Indemnified Person in such a capacity or arising out of his or her status as an Indemnified Person, whether or not AANP would have the power to indemnify him or her against that liability under this Article XVII or otherwise.
Section 4. Savings Clause. If this Article XVII or any portion of this Article XVII shall be invalidated on any ground by any court of competent jurisdiction, then AANP shall nevertheless indemnify and hold harmless each Indemnified Person as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by any applicable portion of this Article XVII that shall not have been invalidated and to the fullest extent permitted by applicable law.
Section 1. AANP may from time to time create programs within AANP. A program is an internal AANP supported set of organized actions, activities and events to promote or carry out the mission of AANP, such as the AANP Fellows. These programs will follow the bylaws as well as all Board of Directors approved policies, procedures, rules and regulations of AANP.
Revisions voted on and approved by membership January 21, 2010
Revisions approved by the Board of Directors June 26, 2010
Revisions voted on and approved by membership September 17, 2010
Revisions approved by the Board of Directors Oct 2010 and Jan 2011
Revisions voted on and approved by membership March 2011
Revisions approved by Board of Directors March 2011, October 2011, November 2011 and Jan 2012
Revisions voted on and approved by membership April 2012
Revisions approved by the Board of Directors September 26, 2012
Revisions voted on and approved by membership November 17, 2012
Revisions approved by the Board of Directors November 18, 2013
Revisions voted on and approved by membership April 4, 2014
Revisions approved by the Board of Directors October 18, 2014
Revisions voted on and approved by membership March 30, 2015
Revisions approved by the Board of Directors July 20, 2015
Revisions voted on and approved by membership September 30, 2015
Revisions approved by the Board of Directors February 15, 2016
Revisions voted on and approved by membership March 31, 2016
Revisions approved by the Board of Directors January 23, 2017
Revisions voted on and approved by membership April 3, 2017
Revisions approved by the Board of Directors October 16, 2017 and November 20, 2017
Revisions voted on and approved by members December 26, 2017