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Governance Information

NAPA's Bylaws and Constitution were amended by vote of the NAPA Board of Directors in 2017 and are presented below. If you wish to download a copy of the bylaws below, click here: NAPA 2017 Bylaws.

NAVAL ASSOCIATION OF PHYSICIAN ASSISTANTS

CONSTITUTION AND BYLAWS

PREAMBLE

We, the members of the Naval Association of Physician Assistants, in order to promote a more perfect union amongst Navy Active Duty, Reserve, and Retired PAs, to aid and insist upon the personal progression of its members, and to encourage camaraderie within the members of the organization, do hereby enact and establish this Constitution for the government of its members in accordance with the Constitution and Bylaws of the American Academy of Physician Assistants.

THE GENERAL ORGANIZATION

Each Constituent Organization of the American Academy of Physician Assistants, Incorporated, is a unit of and subject to the rules and regulations of the General Organization of the Academy. The Constitution and Bylaws of the Naval Association of Physician Assistants shall not conflict in any way with the Constitution and Bylaws of the Academy.

CONSTITUTION

ARTICLE I: NAME

The name and title of this organization shall be the Naval Association of Physician Assistants.

ARTICLE II: ORGANIZATION

The Naval Association of Physician Assistants (herein referred to as NAPA) shall be formed as a nonprofit and tax exempt unincorporated Constituent Chapter of the American Academy of Physician Assistants (AAPA). As such, NAPA and its members are required to meet all the provisions outlined in the AAPA Constitution, Bylaws, and policies. More importantly, NAPA and its members must be willing to uphold the principles and purposes for which the AAPA was founded.

NAPA will consist of two Affiliates known as NAPA East and NAPA West which will be responsible for regional organizational management within their respective region and will be accountable to the NAPA Chapter Board of Directors for regional activities as outlined in the NAPA Bylaws.

NAPA is a private organization, does not represent the US Navy or the US Government, and receives no federal funds.

ARTICLE III: PURPOSES OF THE ASSOCIATION

The purpose of NAPA is to render honest and loyal service to the medical profession and to the public, to develop continuing education programs for Physician Assistants and the Association’s membership, to promote the Physician Assistant profession through education of professional and lay people, and to promote similar interests in student societies.

ARTICLE IV: COMPOSITION OF THE ASSOCIATION

NAPA shall consist of Fellow Members and all other such members as the Bylaws may provide.

ARTICLE V: BOARD OF DIRECTORS

The Board of Directors, whose duties are executive and judicial, shall consist of elected Officers and Board of Directors seats, shall have charge of all property of and conduct all financial affairs of the Association, and shall perform such other duties as prescribed in the Bylaws.

ARTICLE VI: OFFICERS

The Officers of NAPA shall consist of a President, Vice-President, President- Elect, Secretary, Treasurer, and as many other additional Officer, and Board of Director positions as the Bylaws may provide or as deemed necessary by a majority of the above.

ARTICLE VII: CONFERENCES AND MEETINGS

NAPA shall hold at least one meeting per year during which there shall be a business meeting of the Board of Directors and a meeting of the general membership. These meetings may be held in conjunction with the annual AAPA conference or in conjunction with a regionally hosted NAPA symposium. NAPA may schedule additional meetings of the Board of Directors or general membership as provided in the Bylaws. Additional meetings may include meetings by teleconference or e-mail.

ARTICLE VIII: ADDRESS OF THE ASSOCIATION

The principle office mailing address will be the address of the seated Secretary of the Organization and will be coordinated during any turnover of responsibilities at the election of a new Secretary to fill the position. The NAPA Board of Directors, herein referred to as the Board, by a 2/3 majority vote, may at any time change the location of the principle office from one location to another. Any changes of location will be noted on the NAPA website, and in proposed changes to this Constitution and Bylaws as deemed appropriate.

ARTICLE IX: NONPROFIT AND TAX EXEMPT STATEMENT

NAPA is organized and operated exclusively as a nonprofit, tax-exempt, unincorporated organization under the provisions of Section 501(c)(6) of the Internal Revenue Code. As such, NAPA and all of its assets are irrevocably dedicated to the furtherance of its stated scientific, philanthropic, and educational goals. No part of the net income or assets of this organization shall be used to personally benefit any director, officer, or member, or to the benefit of any private person. Upon dissolution or termination of NAPA, any and all net assets shall be distributed to a nonprofit fund or organization which is organized and operated under Section 501(c)(6) of the Internal Revenue Code.

BYLAWS

ARTICLE I: MEMBERSHIP

Membership in NAPA shall be open to all individuals of good moral character who meet the requirements for membership as prescribed in these Bylaws.

All members shall adhere to the AAPA Code of Ethics. Additionally, active duty members will conduct themselves in accordance with the Standards of Conduct.

Section I:

Fellow membership in NAPA shall be restricted to persons who are graduates or students of an approved PA program and who are on active duty, in the Reserve forces, or retired from the United States Navy or as otherwise stated in these Bylaws.

Section II:

Membership in NAPA shall be in keeping with the policies of the parent organization, the American Academy of Physician Assistants. The following membership categories are allowed:

  1. FELLOW MEMBERS – members who meet all the requirements for membership in NAPA and who are concomitant members of the AAPA. These members have full voting privileges on state and national issues and may hold elected office.
  2. AFFILIATE MEMBERS – members who desire to be affiliated with NAPA and who are not concomitant members of the AAPA, or are fellow members of another Constituent Chapter of AAPA, or are members (active duty, reserves, or retired) of another branch of the United States military, or are from another sector of the health care professions, and who desire to participate in and support the association. Affiliate members may not vote or hold elected office, but may receive the publications and continuing medical education at members’ rates.
  3. STUDENT MEMBERS – students currently enrolled in a Navy sponsored and Accreditation Review Commission on Education for the Physician Assistant (ARC-PA) accredited Physician Assistant program. Student members shall be afforded all rights and privileges of membership except that they may neither vote nor hold elected office in NAPA. Student members may designate of their members to attend the annual Board of Directors meeting to serve as a representative of the students’ affairs and concerns in a full voting status within the Board of Directors.
  4. HONORARY MEMBERS – persons of distinction who have rendered outstanding service to NAPA or to the health care professions of the Armed Forces of the United States or who have retired from active work may be granted honorary membership by the Board of Directors or by majority vote of the membership. They may not vote or hold elected office unless they are Fellow Members of NAPA.
  5. ASSOCIATE MEMBERS – representatives of business engaged in selling products or services to PAs who do not qualify for any other membership category. They are not entitled to the privilege of the floor, to vote or to hold office.

Section III:

Applications for membership shall be in writing or online on an approved application provided by NAPA. The application will be reviewed and approved or rejected by the Vice-President. The Board of Directors will review all rejections at the earliest possible date. Applicants who are rejected and who desire to appeal may do so at the next annual membership meeting with a majority vote of the membership being present being deemed final.

Section IV:

A member who belongs to more than one AAPA constituent chapter may vote on AAPA issues in only one constituent organization.

ARTICLE II: ELECTION OF OFFICERS AND TERMS OF OFFICE

The NAPA Chapter will consist of the offices of Vice-President, Treasurer, and Four (4) of the seats on the Board of Directors. These officers shall be elected and hold office for a period of two (2) years. These terms shall be from July 1st of even numbers years to June 30th of even numbered years.

The NAPA Chapter office of President-Elect shall be elected and hold office for a period of one year. The President-Elect will then serve as President for a period of one year. After the one-year term as President, the President will then serve for one year as Past President.

The student Board of Directors member will hold office for a period of one year. This term shall be from November 1st to October 31st.

The NAPA Regional Affiliates Board of Directors will consist of the elected offices of President, Vice-President, and Secretary. Each elected official of the Regional Affiliates will serve for a term of two (2) years and may simultaneously be elected to and hold a position available for election within the general NAPA Chapter Board of Directors. The duties and responsibilities of the Affiliate officers will be as outlined in these Bylaws.

Section I: Declaration of Candidacy for Office and Prerequisites

Candidates for Board of Directors positions may declare their own candidacy or be nominated (with the member’s prior consent) by any fellow member of NAPA. Candidacy shall be announced in writing by the Chairman, Election Committee (the Secretary will hold this position) no later than 1 May in the year of the elections for the respective positions. All candidates for office (except Student Board member) must be fellow members in good standing of NAPA and AAPA.

The student board member will be elected in October by a simple majority of the eligible student members of NAPA.

Candidates for Affiliate offices may declare their own candidacy or be nominated (with the member’s prior consent) by any fellow member of NAPA within the respective NAPA region. Candidacy shall be announced in writing by the Chairman, Election Committee (the Affiliate Secretary will hold this position) no later than 1 May in the year of the elections for the respective positions. All candidates for office (except Student Board member) must be fellow members in good standing of NAPA and AAPA.

Section II: Vacancies of Office

If a vacant position exists on the NAPA Chapter Board of Directors or Affiliate Board of Directors, the President, or Vice-President of the respective board if the President’s office is vacant, will appoint a temporary fill through the direct appointment of a fellow member. All appointments are subject to approval by the remaining Officers of the respective Board of Directors. The term of office for any appointed position shall run until the next regular election for that office. A vacancy in the office of Past President shall not be filled.

Section III: Elections

Elections shall be held during May-June for the term of office which begins 1 July of the same year. Elections responsibilities rest with the Chair of the Elections Committee (or as directed by the President) who will actively seek candidates for each position, determine their qualification to hold such office in the NAPA Chapter or Affiliate, and promulgate a ballot to all fellow members.

The secretary shall assist the Election Committee as necessary during the preparation of ballots and conduction of the elections. Election to any Board of Directors position shall be determined by a majority of all legal ballots returned to the Election Committee in order to be valid for the election. Personnel stationed in a particular region will vote for their regional Board of Directors.

If no candidate receives a majority of the votes cast, a run-off election of the two (2) candidates who received the most votes will be held by the same procedure during the last week of May. The respective chapter or Affiliate Election Committee must receive all ballots no later than 23:59 of the announced deadline. Within 30 days of the final election of the officers, a listing of the officers and committee Chairs for the NAPA Main Chapter must be sent to the AAPA national headquarters. All Affiliates will submit their list of elected officers to the NAPA Chapter Secretary of the main NAPA organization.

ARTICLE III: BOARD OF DIRECTORS

Section I: NAPA Chapter BOD

The elected positions of the Board of Directors for the NAPA Chapter shall consist of:

  1. President
  2. President-Elect
  3. Vice-President
  4. Secretary
  5. Treasurer
  6. Active Duty Director-at-Large – two (2) seats for any Fellow members of the NAPA on active duty in the Navy (preference given to one representative from each NAPA Region (East and West)).
  7. Reserve Director – one (1) seat for any Fellow member of NAPA in the Reserve Forces of the Navy.
  8. Retired Director – one (1) seat for any Fellow member of NAPA in the Fleet Reserves or retired from the Navy.
  9. Board of Directors (student) – one (1) seat for any Student member of NAPA on active duty in the Navy and attending a Navy sponsored Physician Assistant training program.
  10. Awards Chair
  11. Webmaster Chair
  12. CME Chair
  13. Legislative Affairs Chair

Section II: NAPA Regional Affiliates BOD

  1. President
  2. Vice-President
  3. Secretary

Section III: Board of Directors Responsibilities

The Board of Directors is the executive and judicial body for NAPA and shall consist of all elected officers and Board of Directors seats. This body shall conduct all necessary business of the NAPA organization and convenes during the regularly scheduled meeting at the annual NAPA conference or symposium. Additional business meetings shall be held whenever designated by the President or when requested in writing by at least (20) percent (%) of the Fellow membership.

NAPA Regional Affiliate Organizations will hold meetings at least quarterly and may be held more frequently, as deemed appropriate by the regional President, to conduct all necessary business of the Affiliate. The Affiliate President will forward any request regarding NAPA chapter assistance to the NAPA Chapter President (i.e. funding, awards, etc).

Section IV: Communications

The NAPA President may conduct business which cannot wait until the next regularly scheduled meeting by written communication (may be electronic). The NAPA President may also, when they deem necessary, convene business meetings of the Board of Directors to be held in-person, by telephone conference, or other mutually convenient medium. Minutes of such meetings shall be promptly drafted by the Secretary and forwarded by the President to all Board of Directors and shall be reviewed at the next scheduled business meeting.

Section V: NAPA Chapter President

The President is to function as the Chairman of the Board of Directors, and is empowered to conduct general business for NAPA in its name. The President shall notify the Board of Directors of all significant business or financial transactions conducted, and shall present a written report at the next scheduled meeting of the Board of Directors.

Section VI: NAPA Regional Affiliate President

The Regional President is to function as the Chairman of the Regional Board of Directors, and is empowered to conduct general business of the local region for NAPA in its name. The Regional President shall communicate all planned activities, prior to engagement, to the NAPA Chapter President in order to ensure all activities are being conducted in line with the Constitution and Bylaws of the Academy and NAPA. The Regional President shall present a written report of all activities quarterly to the regional organization and to the NAPA Chapter President.

ARTICLE IV: DUTIES OF THE NAPA CHAPTER OFFICERS

Section I: President

The President shall preside over all business meetings of the organization. The President shall function as the head of NAPA, conduct all general business on behalf of the association, and authorize the expenditure of funds as required for routine operation of the organization. The President is empowered to negotiate and establish contracts for grants, awards, and the selling of newsletter advertisements. The President shall promptly notify each member of the Board of Directors of all such business dealings. The President shall submit a full report of the year’s activities at each annual meeting of the Board of Directors and the general membership. The President shall appoint all standing and ad hoc committees as required, and shall appoint Fellow members to fill vacant positions subject to the approval of the remaining Board of Directors. Members of Committees selected shall serve at the discretion of the Board of Directors with no term limits imposed.

Section II: President-Elect

The President-Elect shall assist the President in the conducting of all meetings and assume any other duties as directed by the President. The President-Elect is expected to become involved with the affairs of the association so as to be ready to assume the post of President. The President-Elect should chair and/or coordinate future operations during their respective year of office.

Section III: Vice-President

The Vice-President shall assume the duties of the President in his/her absence and all duties as directed by the President. The Vice-President will chair the NAPA Awards Committee. The Vice-President will also serve as the Chairman of the Membership Committee.

Section IV: Secretary

The Secretary shall keep minutes of all meetings of NAPA, be responsible for maintaining the association’s permanent files in an orderly manner, and shall conduct any correspondence as directed by the Board of Directors. The Secretary will chair the election committee during the preparation of ballots, verification of membership status, and conducting the elections.

Section V: Treasurer

The Treasurer shall maintain accurate records of the financial status of the association, collect annual dues from all members, deposit into the NAPA account all funds received and disburse funds only upon the direct authorization of the President. The Treasurer shall be responsible to ensure all documents are in place with NAPA’s financial institution (currently Navy Federal Credit Union) to allow access to NAPA funds. The Treasurer will maintain a checking account, VISA account and PayPal account. The Treasurer shall pay all bills thus approved in a prompt and timely manner and maintain written receipts of such payments. The Treasurer shall provide a written report to the Board of Directors and the membership at the annual meeting each year. To continue to qualify for tax- exempt status, the Treasurer will file an annual tax return (currently a 900-N e- postcard with the IRS as required by law.

Section VI: Active Duty Director-at-Large

Serves as liaison between NAPA President and governing body and all active duty members. Promote NAPA membership and initiatives to all active duty Navy Physician Assistants. Provide professional guidance, as needed, to members seeking advancement in their military career or in transition to civilian careers. Will manage PA in the Spotlight on the NAPA website which will highlight various achievements in Navy PA community. They will also communicate with the US Navy Specialty Leader to improve communication of any active duty issues that may arise.

Section VII: Reserve Director

Serves as liaison between NAPA President and governing body and all reserve members of NAPA. Promotes NAPA membership and initiatives to all reserve Navy Physician Assistants.

Section VIII: Retired Director

Serves as liaison between NAPA President and governing body and all retired members of NAPA. Promotes NAPA membership and initiatives to all retired Navy Physician Assistants.

Section IX: Student Director

Serves as liaison between NAPA President and governing body and all current Navy PA Students. Promotes NAPA membership and initiatives to all Navy Physician Assistant students - to include both students enrolled at IPAP and those enrolled in civilian programs.

Section X: Awards Chair

The Awards Chair will manage the NAPA awards process. This includes maintaining the website for information regarding NAPA awards and the nomination process. They will collect the nominations and screen the packages. They will also send out ballots to the Board of Directors for voting. The awards chair will collect and record the votes and inform the President of NAPA who the winners are for the year. The awards chair will also send out periodic reminders to the PA community to encourage nominations be made.

Section XI: Webmaster

The Webmaster shall perform such duties as are required for the maintenance of the NAPA website. These duties include, but are not limited to: publish items as requested by NAPA President or other BOD members; assist NAPA BOD and Members with use of website as needed; coordinate with Treasurer for recurring billing needed to keep current domain name(s), server hosting, and recurring website software fees; moderate user-submitted website content for acceptability relative to website Terms and Conditions of Use, gross Copyright or intellectual Property infringement, and appropriateness, final determination of which rests with NAPA President; ensure operability of website and its subsystems (e.g. payment processing); monitor for available website software updates and install in timely fashion; monitor website e-mail accounts.

Section XII: CME Chair

The CME Chair will serve as the liaison between NAPA members and professional organizations granting CMEs. The CME chair will help coordinate CMEs for the PA community. These CME’s can be local, national, upcoming conferences or via websites. They will update CME opportunities on the NAPA website for the entire PA community to view. Additional duties include but are not limited to research, working with the webmaster and the President for notification of education opportunities available, assist with NAPA meetings and/or conferences.

Section XIII: Legislative Affairs

In collaboration with the BOD, HOD, and other committees, the Legislative Affairs chair will direct and coordinate NAPA’s legislative efforts prior to the Annual AAPA meeting. They will assist NAPA with regard to legislative policies and public health issues that may affect NAPA members. They will supervise NAPA Legislative Division by providing support to committees, educational material to the webmaster, and providing up-to-date legislative information to NAPA members. Maintain relationship with the AAPA Legislative body and/or Chair for Continuity of Legislative issues that may affect NAPA, Physician Assistants, and/or practice guidelines. Coordinate and collaborate with the HOD, other Services’ Legislative Chairs, and organizations that may expand policies in support of the practice of Physician Assistants in the Navy.

Section XIV: HOD Representatives

The AAPA House of Delegates representatives from NAPA are elected concurrently with election of the offices of Vice-President, Secretary, and Treasurer. All other members of the Board of Directors are also eligible to serve as HOD representatives. These officers have the opportunity to serve as delegates to each annual AAPA conference during their terms of office. No term limits will be imposed. The number of delegates allowed to participate and vote at the annual AAPA HOD will be determined by apportionment by the AAPA. In an effort to ensure NAPA is properly represented at all AAPA HOD proceedings, the NAPA President reserves the right to directly appoint HOD Representatives. HOD Representatives of NAPA are not to wear uniforms for AAPA HOD meetings.

ARTICLE V: DUTIES OF NAPA REGIONAL AFFILIATE OFFICERS

Section I: Regional President

The Regional President shall preside over all business meetings of the regional affiliate organization. The Regional President shall function as the head of the NAPA regional affiliate, conduct all general business on behalf of the affiliate, and request funds from the President of the NAPA Chapter as required for routine operation of the NAPA regional affiliate. The Regional President shall promptly notify each member of the affiliate Board of Directors of all business matters. The Regional President shall submit a full report of the year’s activities at each annual meeting of the NAPA general Board of Directors and the general membership. The Regional President shall appoint all standing and ad hoc committees as required, and shall appoint Fellow members to fill vacant positions subject to the approval of the remaining Board of Directors.

Section II: Regional Vice-President

The Regional Vice-President shall assume the duties of the President in his/her absence and all duties as directed by the President. The Regional Vice- President will also serve as the Regional Membership Representative to the NAPA Chapter Membership Committee.

Section III: Regional Secretary

The Regional Secretary shall keep minutes of all meetings of the NAPA Regional Affiliate, be responsible for maintaining the Affiliate organization’s permanent files in an orderly manner, and shall conduct any correspondence as directed by the Regional Board of Directors. The Secretary will chair the election committee for the regional affiliate during the preparation of ballots, verification of membership status, and conducting the elections.

ARTICLE VI: POWERS OF THE BOARD OF DIRECTORS

Without prejudice to the powers elsewhere conferred by these Bylaws, it is expressly declared that the Board of Directors shall have the following powers:

  1. To appoint, employ, and remove or suspend permanently or temporarily such officers, managers, assistants, clerks, and agents as deemed necessary for the good of the association or affiliate. Removal of an elected officer of NAPA for cause shall require a unanimous vote of the remaining Board of Directors and will be performed only as an urgent measure to terminate gross misconduct in office or proven financial abuses of NAPA funds by an elected official of NAPA. Such actions shall not be considered a substitute for the provision of ARTICLE VIII “Censure, Discipline, and Expulsion of Members” and must be followed by the complete censure and appeal process.
  2. To impose such fees, dues, and/or assessments, as it may deem advisable for the purpose of furthering the association’s objectives. NAPA dues shall cover one year of membership. Upon payment of the chapter’s annual dues, as established by the Board of Directors, individuals will become members of the chapter and should affiliate with their regional organizations as well. No dues will be imposed at the regional level.
  3. To approve the temporary filling of vacant positions in the Board of Directors as appointed by the President. Rejection of the President’s appointment shall require 2/3-majority vote of the remaining Officers and Board of Directors.

ARTICLE VII: COMMITTEES

Standing or ad hoc committees may be designated by the President and/or the Board of Directors and shall be responsible for the timely performance of all assigned tasks and duties. Each standing or ad hoc committee shall hold adequate meetings to accomplish its assigned tasks and shall report periodically to the Board of Directors. Committees shall include, but not be limited to Membership, Continuing Medical Education, Election, NAPA Awards, Newsletter, and Public Education.

ARTICLE VIII: CENSURE, DISCIPLINE, AND EXPULSION OF MEMBERS

To protect the public against misconduct, any member may, in good faith, prefer charges against any other member who is believed to have violated the principles of medical ethics, or the rules and regulations of NAPA and/or the AAPA, or is believed to otherwise be guilty of conduct justifying censure, discipline, or expulsion from the association. Such charges shall be brought forward in the manner herein specified:

  • Such charges must be in writing and signed by the accuser(s) and must clearly state the acts or conducts complained of;
  • The NAPA Chapter Secretary shall set a date for the express purpose of considering the charges. Said meeting shall be held if at all possible no later than 30 days after the charges were filed with the Secretary. If a delay cannot be avoided, the Secretary shall promptly notify the accusers and the accused and discuss the reasons for the delay.
  • The Board of Directors (lead by the Vice-President) shall, after having given the accuser and the accused every opportunity to be heard and to present oral and/or written evidence on their behalf, conclude the meeting and within 30 days thereafter render a decision. The vote of a 2/3-majority of the board of Directors shall constitute the verdict and by such vote exonerate, censure, suspend, or expel the accused from the association (NAPA). The Board of Directors shall issue a resolution, which shall contain its decision without statement or opinion about the case and shall be signed by the Vice-President of the association.
  • Any member who has been thus censured, suspended, or expelled by the Board may appeal such action within 30 days by giving written notice to the NAPA President. The NAPA President shall designate a time and place for the hearing of the appeal and either sustain or reverse the previous decision. The second decision of the NAPA President on this matter shall be deemed final.

ARTICLE IX: NON-DISCRIMINATION

It is the policy of NAPA to provide equal opportunities to all members of the organization. No person shall be discriminated against because of race, religion, color, sex, age, national origin, sexual orientation, or disability.

ARTICLE X: AMENDMENTS

The Bylaws may be amended by 2/3-majority vote of all voting Fellow members present at any general or special membership meeting.

NAPA must present any amended Bylaws to the AAPA for the official records within 30 days of the decision.

ARTICLE XI: PARLIAMENTARY AUTHORITY

The current edition of “The Standard Code of Parliamentary Procedure” governs this organization in all parliamentary situations that are not provided for in the law or in its charter, Bylaws, or adopted rules.

Signed by
Clifton D. Butler NAPA President 2016-2017

Presented and Approved by NAPA BOD