NAVAL SOCIETY OF PHYSICIAN ASSOCIATES

CONSTITUTION AND BYLAWS

 

 “Leadership and Innovation Through Naval Service and Medical Excellence”

 Revised: August 21, 2025 

 

PREAMBLE

We, the members of the Naval Association of Physician Associates, 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 Associates.

 

THE GENERAL ORGANIZATION

Each Constituent Organization of the American Academy of Physician Associates 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 Society of Physician Associates shall not conflict in any way with the Constitution and Bylaws of the Academy.

 

CERTIFICATION

I hereby certify that the Constitution and Bylaws that follow have been accepted and approved by the Naval Society of Physician Associates Board of Directors, as provided in the Constitution of the Academy.

This Constitution is the basic law of the Naval Association of Physician Associates and supersedes all previous rules and regulations of the Naval Society of Physician Associates.

 

NSPA CONSTITUTION

 

ARTICLE I: Organization Name

The name of this organization will be the Naval Society of Physician Associates, herein referred to as the Society. Renaming to Naval Society of Physician Associates is implemented upon receipt of official guidance provided by Academy of American Physician Associates.

 

ARTICLE II: Authority

The Society operates as a chartered Constitution Chapter under the authority of the American Academy of Physician Associates (AAPA), herein referred to as the Academy.

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

 

ARTICLE III: Purpose 

To provide a lifetime connection, resources, and loyal service in support of the Navy PA. The Society provides education, advocacy, and mentorship for prospective, current, and past Naval Physician Associates, while seeking to advance our profession and maintain its relevancy and modernity.

 

ARTICLE IV: Members

The Society will consist exclusively of US Navy Physician Associates from Navy, Active/Reserve components; retired PA’s, and other members as may be prescribed by the Bylaws.

 

ARTICLE V: Officers

The officers of NSPA will be:

• President
• Vice-President/President Elect
• Immediate Past President
• Secretary
• Treasurer
• Treasurer-elect
• Director for Active-Duty Component
• Director for Reserve Component
• Director for Retired Component
• Legislative Affairs
• Director for Professional Education
• Webmaster
• Other officers as provided in the ByLaws

 

ARTICLE VI: Board of Directors

The Board of Directors, consisting of officers and others as provided in the bylaws, have the following executive duties:

• Oversight of all NSPA financial affairs
• Charge of all NSPA property
• Other duties as prescribed in the bylaws

 

ARTICLE VII: Executive Board

Section I: Executive Board (EB) Composition

The Executive Board shall consist of (4) members from the BOD:

• President
• Vice President/President-elect
• Secretary
• Treasurer
• Other ex-officio members of the BOD as needed for expertise.*

*Ex-officio members of the EB do not possess voting privileges for EB matters of business. The ex-officio member has the full privilege to engage in all activities being addressed by the EB.

 

Section II: Purpose of the EB

The EB shall conduct business on matters that may have a short suspense, or urgent time-related component when it is not feasible for the full board to render a prompt decision.

 

Section III: Powers & Duties of the EB

• The EB shall not conduct business for the sole purpose of convenience.
• The EB shall not overturn actions previously approved by the BOD without just cause and then only by unanimous vote of the EB.
• Issues that come before the EB require all (4) four members to submit a vote. Being absent from the EB meeting or abstaining from submitting a vote shall be deemed as a “NAY” vote.
• Proxy votes within the EB are prohibited.
• Minutes of ALL EB meetings shall be recorded and published by the secretary to the BOD at the next scheduled board meeting. The minutes are subject to approval by the collective members of the EB before publishing to the BOD.
• Decisions made by the EB may not be rescinded, revoked, or amended without just cause; then only by a two-thirds vote of the BOD.
• As in all voting procedures, should the business at hand involve a voting member of the EB, that individual shall remove/recuse himself/herself from the proceedings. In the case of the removal/recusal of a voting member, the president shall then invoke voting rights to the ex-officio member of the EB until resolution of the matter.
• Pending no action of the BOD for the NSPA matters of business conducted by the EB, all decisions and resolutions rendered by the EB shall have the full force and effect as if they were rendered by the BOD.

 

ARTICLE VIII: CONVENTIONS AND MEETINGS

NSPA 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 are held in conjunction with the annual SAPA/NSPA Conference. NSPA may schedule additional meetings of the Board of Directors or general membership as provided in the Bylaws. There will be a virtual option for the annual general membership meeting.

 

ARTICLE IX: AMENDMENTS

The Constitution and Bylaws shall be reviewed on an annual basis with necessary revisions reviewed and approved by the BOD and by a two-thirds majority of all voting members (votes cast) of the Society responding to a ballot as prescribed in the Bylaws.

NSPA BY-LAWS

 

ARTICLE I: OFFICES

 

Section I: Principal Office

The principal 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 NSPA Board of Directors, by a 2/3 majority vote, may at any time change the location of the principal office from one location to another. Any changes of location will be noted on the NSPA website, and in proposed changes to this Constitution and Bylaws as deemed appropriate.

 

ARTICLE II: NON-PROFIT STATEMENT

 

Section I: IRC Section 501(c) (6) Purposes

This corporation is organized exclusively for one or more purposes specified in Section 501(c)(6) of the Internal Revenue Code.

 

Section II: Specific Objectives and Purposes

The Society is organized and shall be operated exclusively for advocacy, educational, mentorship, and scientific purposes. In furtherance of these purposes, the Society shall strive to assure the public of a uniform entry level and continued competency of physician associates. To represent physician associates and physician associate students to maximize the benefit of their services, the Society will:

• Promote professionalism and clinical acumen in healthcare providers.
• Develop, sponsor, and evaluate education programs for the physician associate.
• Establish a platform for mentorship for the uniformed PA preparing for transition to civilian roles.
• Develop, coordinate, and participate in studies having an impact either directly or indirectly on the physician associate profession.
• Advocate for role development of the PA IAW current efforts by the AAPA.
• Serve as a public information resource on topics related to the Naval PA and the profession.

 

ARTICLE III: DIRECTORS

 

Section I: Number 

The Society shall have a 9-member voting Board of Directors (BOD).

 

Section II: Powers

Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these by-laws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities, and affairs of this corporation will be conducted, and all corporate powers will be exercised by or under the direction of the board of directors.

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

• Appoint, employ, and suspend officers, managers, subordinate managers, assistants, clerks, and other agents to determine their duties and any compensation.
• Establish fees, dues, or assessments to support the Society's efforts.
• Fill all vacancies between annual elections.

The following positions will be directly appointed, via majority vote, by EB:

• Director for Active-Duty Component
• Director for Reserve Component
• Director for Retired Component

 

Section III: Duties

It shall be the duty of the directors to:

• Be knowledgeable of the current Standard Code of Parliamentary Procedure (“Sturgis”) .
• Be knowledgeable of respective duties.
• Perform duties specific to their position required IAW the articles of the bylaws.
• Host meetings IAW requirements in the bylaws.
• Update the Secretary with current contact information.

 

Section IV: Term length of Office

The terms of office shall be 1 year, beginning 1 October and ending 31 September of the following year or until a successor is elected.

 

Section V: Compensation

There is no financial compensation except reimbursement for expenses incurred for the performance of their duties.

 

Section VI: Society Meetings

The Board of Directors shall establish meetings to address the current affairs of the organization. Types and notifications of meetings are as follows:

• Annual: All-member notification at least 90 days prior.
• Regular: Designated by the president and, at least, twice annually without additional notifications
• Special: Called by the President, Vice-President, the Secretary, and two directors with details of the date, time, and location with a minimum of 1-week notice. The secretary shall notify all via email with all pertinent details. All recipients of this notification shall attempt to respond within 24 hours of notification.

Meetings will be conducted with the following processes:

• Presided over by the President, Vice-President/President-Elect, or whoever is present and most senior. In the absence of these Board Members, the chairperson shall be selected by members of the attending board members.
• The Secretary shall perform all pertinent duties during meetings and, if absent, the chairperson shall appoint an interim secretary.
• The parliamentary authority procedure will be Standard Code of Parliamentary Procedure (“Sturgis”) unless otherwise specified in Policies and Procedures.
• IAW Policies and Procedures of the AAPA and shall not adopt any policies or procedures that conflict with the AAPA.

 

Section VII: Quorum for Meetings

A simple majority of the membership of the board shall constitute a quorum.

Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business actions shall be considered by the board without a quorum.

 

Section VIII: Majority Action as Board Action

A majority decision is the act of the BOD, unless the articles of incorporation, these bylaws, or provisions have other requirements.

 

Section IX: NSPA’s Congruence with the AAPA

The organization and its members are required to meet all provisions outlined in AAPA’s constitution, bylaws, and charter policy. NSPA shall not write or pass any bylaws or policies in conflict with those of the AAPA. NSPA shall uphold the principles, purposes, and philosophies on which AAPA was founded. If there are conflicting principles of NSPA with the AAPA, efforts must be made to reconcile differences promptly.

 

Section XIII: Vacancies

Vacancies on the BOD shall exist by death, resignation, removal, or the creation of a new position. Any director may resign, without explanation, by written notice to the President, chairperson of the board, the secretary, or any member of the Board of Directors with the effective date as specified on the statement.

Directors may be involuntarily removed from office IAW applicable laws or existing policies. Unless otherwise prohibited, vacancies on the board shall be filled by approval of the Board of Directors. If there is not a quorum on the BOD to approve a new member, a simple majority decision will suffice.

A newly elected board member shall hold office until the new election or until otherwise vacated.

 

Section XIV: Nonliability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

 

Section XV: Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be fully indemnified by the corporation permissible under the laws of this state.

 

Section XVI: Insurance for Corporate Agents

Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.

 

ARTICLE IV: OFFICERS

Section I: Designation of Officers

Elected officers of the Society serving 1-year terms include:

• President*
• Vice President/President-Elect*
• Immediate past President*
• Secretary
• Treasurer
• Treasurer-Elect**
• Director of Legislative Affairs
• Director of Professional Education

*The President-Elect shall serve a progressive term as VP, President, and Immediate Past President.

**The Treasurer-Elect is a non-voting member of the BOD and is serving in a progressive term to assume the Treasurer role following the Treasurer-Elect term.

 

Appointed officers of the Society serving until replacements are identified by EB include:

• Director for the Active-Duty Navy Component
• Director for Naval Reserve Component
• Director for Naval Retired Component
• Webmaster

 

Section II: Board Member Requirements:

Each board officer of NSPA shall be a fellow member of AAPA for the duration of his or her term and have “NAVY” selected as their constituent chapter.

 

Section III: Removal and Resignation

Any officer may be removed by the BOD respecting the rights of the incumbent as to the reason for removal. Any officer may resign without explanation via written notification.

 

Section IV: Vacancies

All vacancies shall be officially filled by the BOD or the President as defined by Article III, Section VIII.

 

Section V: Duties of Elected Officers

President

The President shall preside over all business meetings of the organization. The President shall function as the head of NSPA, 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.

 

Vice-President (President-Elect)

The Vice-President (President-Elect) 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 NSPA Awards Committee and Membership Committee.

 

Secretary

The Secretary shall keep minutes of all meetings of NSPA, 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 and Public Affairs/Membership Outreach Committee.

 

Treasurer

The Treasurer shall maintain accurate records of the financial status of the association, collect annual dues from all members, deposit into the NSPA account all funds received and disburse funds only upon the direct authorization of the President and Vice President after a designated BOD funds allocation meeting has met and approved the disbursement of NSPA funds. Such meeting will include at least the NSPA President, Vice President, and Secretary who will conduct a cost analysis, a review of the validity of the request(s) for the funds and how it benefits NSPA.

A vote approving the funds allocation will also take place to finalize the approval, which will then authorize the release of funds, which will be conducted by the NSPA Treasurer. Funds will be dispersed only using official NSPA modalities of payment.

 

Director of Legislative Affairs

In collaboration with the BOD, HOD, and other committees, the Legislative Affairs chair will direct and coordinate NSPA’s legislative efforts prior to the Annual AAPA meeting. They will assist NSPA regarding legislative policies and public health issues that may affect NSPA members.

They will supervise NSPA’s Legislative Division by providing support to committees, educational material to the webmaster, and providing up-to-date legislative information to NSPA members. Maintain relationship with the AAPA Legislative body and/or Chair for Continuity of Legislative issues that may affect NSPA, Physician Associates, 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 Associates in the Navy.

 

Director of Professional Education

Will help coordinate CMEs opportunities for all NSPA Constituents. These CME’s can be local, national, upcoming conferences or via websites. In coordination with the Webmaster, will ensure CME opportunities are available and current, on the NSPA website.

Will serve as liaison between NSPA and SAPA to facilitate efforts in coordinating annual CME conference. Additional duties include but are not limited to research, working with the webmaster and the President for notification of education opportunities available, assist with NSPA meetings and/or conferences.

 

Section VI: Duties of Appointed Positions

Director for Active-Duty Navy Component

Serves as the liaison between the Society’s Executive Board and all active-duty members of NSPA. Will advise the Executive Board on current/future initiatives within the active-duty PA Community.

Executive board will appoint the current Active-Duty PA Specialty Leader as the Director of Active-Duty Navy Component.

 

Director for Naval Reserve Component

Serves as the liaison between the Society’s Executive Board and all Naval Reserve members of NSPA. Will advise the Executive Board on current/future initiatives within the Naval Reserve PA Community.

Executive board will appoint the current Reserve Component PA Specialty Leader as the Director for Naval Reserve Component.

 

Director for Naval Retired Component

Serves as the liaison between the Society’s Executive Board and all retired Naval members of NSPA. Will advise the Executive Board on current/future initiatives within the retiree Naval PA Community.

Executive board will appoint a leader within the Naval PA Retiree Community as the Director for Naval Retired Component.

 

Webmaster

The Webmaster shall perform such duties as are required for the maintenance of the NSPA website. These duties include, but are not limited to: publish items as requested by NSPA President or other BOD members; assist NSPA 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 NSPA 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.

 

HOD Representatives

The Society’s Primary HOD Representatives will consist of:

• The President
• The Vice President
• The Director for Legislative Affairs
  • The Director of Legislative Affairs will nominate two additional current NSPA members to serve as NSPA’s House of Delegate Representatives.
  • These nominates will be presented to the Society’s Executive Board within 30 days of The Director for Legislative Affairs taking office, or within 14 days of a designated HOD Representative stepping down.

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 NSPA is properly represented at all AAPA HOD proceedings, the NSPA President reserves the right to directly appoint HOD Representatives. HOD Representatives are not to wear uniforms for AAPA HOD meetings.

 

ARTICLE V: COMMITTEES

The BOD may appoint committees with appropriately delegated authority and responsibility.

 

Section I: Standing Committees

All committee members shall be nominated by the respective chair, with the simple majority approval of the board of directors. Primary responsibility is the performance of the duties and functions delegated to them by the BOD or the President. These committees will hold regular meetings and produce periodic reports as required.

The members of each standing committee will serve for a term of one year, commencing on 1 November.

Standing Committees are as follows: Awards, Membership, Election, Public Affairs/Outreach, and Conference/SAPA Liaison.

 

Section II: Other Committees

The Society shall have other committees designated by resolution of the board of directors. These committees may consist of non-members of the board and will act in an advisory capacity to the board.

 

Section III: Meetings and Action of Committees

Meetings and actions of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board may also adopt rules and regulations about the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

 

ARTICLE VI: Execution of Instruments, Deposits, and Funds

Section I: Execution of Instruments

The BOD may authorize any officer or agent of the corporation to enter any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Unless authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement pledge its credit, or render it liable monetarily for any purpose or in any amount.

 

Section II: Checks and Notes

Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation, shall be signed by the treasurer.

 

Section III: Deposits

All funds of the corporation shall be managed IAW the Society’s bylaws and constitution.

 

Section IV: Gifts

The BOD may accept contributions, gifts, requests, or devices for the nonprofit purposes of this corporation.

 

ARTICLE VII: Corporate Records, Reports, and Seal

Section I: Maintenance of Corporate Records

The corporation shall maintain official records IAW the Society’s bylaws and constitution. These include:

• Minutes of all meetings of directors, committees of the board, and members, indicating the time and place of holding such meetings, whether they were regular or special, how they were called, the notice given, the names of those present, and the proceedings thereof.
• Sufficient records of accounts, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
• A record of its members, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership.
• A copy of the corporation’s Constitution and Bylaws as amended to date, which are open to inspection by the members of the corporation.

 

Section II: Corporate Seal (NSPA logo)

The BOD may adopt, use, and alter a corporate seal. The seal shall be kept at the principal office of the Society. Affixing the seal to corporate instruments is not required to validate any such instrument.

 

Section III: Inspection Rights

Each voting member has the right to:

• Inspect and copy all books, records, and documents of every kind.
• Inspect the physical properties of Society.

 

ARTICLE VIII: Tax Exemption Provisions

Section I: Limitations on Activities

Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c) (6) of the Internal Revenue Code.

 

Section II: Prohibition Against Private Inurement

No part of the net earnings of the Society will inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the corporation.

 

ARTICLE IX: Construction and Terms 

If there is any conflict between the provisions of these bylaws and the articles of incorporation of this Society, the provisions of the articles of incorporation shall govern. Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.

 

MEMBERSHIP PROVISIONS OF THE BYLAWS OF NSPA

 

ARTICLE X: Members 

Section I:

Membership in this organization will consist of U.S. Navy Physician Associates or other categories in support of the Navy Physician Associate who meet the requirements for membership prescribed by the BOD.

 

Section II: Membership Categories

The membership shall consist of the following categories:

• Fellow members (F)
• Associate members (A)
• Affiliate members (O)
• Student members (S)
• Honorary members (H)
• Other members as recognized by the board of directors.

 

Section III: Fellow Members (F)

Fellow members (F) must be:

• A graduate from an ARC-PA accredited Physician Associate/Assistant (PA) training program.
• Commissioned as a PA in the Active Navy, Reserves or honorably Retired PA from one of these branches of service.
• Employed or retired as a DoD Civilian PA.
• A current member of the American Academy of Physician Associates (AAPA) and designate "NAVY" as their Constituent Chapter.

 

Fellow members may:

• Hold an office of the following:
  • President, Vice-President, Immediate Past President, Secretary, Treasurer, Director of their component, appointed committee positions
• Vote for officers
• Vote on Society and Academy issues
• Make motions from the floor at Society meetings

 

PAs who are civilian-trained and serving in the Active Navy and Naval Reserve and who meet all other criteria for NSPA Fellow members may be Fellow members of NSPA.

 

Section IV: Associate Members (A)

Associate members (A) are those members who:

• Meet all the qualifications for “fellow” membership but:
  • Are either not current members of the AAPA or do not designate NSPA as their Constituent Chapter with AAPA.
  • Cannot vote on AAPA issues or for Delegates to the AAPA House of Delegates.
  • Are not eligible to hold an office within NSPA until meeting all requirements as a fellow.

 

Associate members may:

• Vote for officers
• Vote on Society issues
• Make motions from the floor at Society meetings.

 

Section V: Affiliate Members (O)

Affiliate Members (O) are members who are:

• Those who do not qualify for Fellow or Associate Membership but are Physician Associates or parties supportive of NSPA.

 

Affiliate Members are/may:

• Not be eligible to vote or have any function in the conduct of NSPA affairs.
• Receive the NSPA newsletter and attend NSPA meetings and events.
• Not address the membership of NSPA unless approved by the NSPA President or the NSPA BOD.
• Receive the same discounts for NSPA conference registration and other NSPA functions as Fellow members.

 

Section VI: Student Members (S)

Student members (S) shall:

• Be conferred upon applicants, who are Interservice Physician Assistant Program (IPAP) or other PA program students.

 

Student members may:

• Not vote on Society or Academy issues, officers, or Delegates.
• Not make motions.
• Address the Society, with the consent of the members.

 

Section VII: Honorary Members (H)

Honorary membership (H) may be conferred upon those who have rendered distinguished service for the PA profession.

Honorary membership is attained by:

• Nominations fellow or associate member to the BOD.
• A majority vote by the BOD.

 

Nominees eligible for Fellow or Associate membership shall retain the rights of such membership.

Honorary members ineligible for Fellow or Associate membership shall have all rights and privileges of the Society except voting, making motions, and holding office.

 

Section VIII: Membership Application

• All membership applications are subject to approval by the Membership Director and/or the BOD.
• Membership applications shall be processed IAW the Society’s Bylaws and Constitution

 

Section IX: Suspended/Expelled Status

Any suspended or expelled member shall not be entitled to any of the rights or benefits of this Society or be permitted to take part in any of the proceedings until reinstated.

 

Section X: Non-Discrimination Statement

NSPA values all members and applicants as unique individuals, and we welcome the variety of experiences they bring to our organization. As such, we have a strict non-discrimination policy. We believe everyone should be treated equally regardless of race, sex, gender identification, sexual orientation, national origin, native language, religion, age, disability, marital status, genetic information, or any other characteristic protected by law.

 

Section XI: Standards Violations and Disciplinary Actions

To maintain high standards of conduct for NSPA members, illegal or unethical allegations will be handled IAW the Society’s Bylaws and Constitution.

 

Section XII: Fees and Dues

• Annual fees, dues, late fees, and assessments shall be established and approved by the board of directors for each class of membership.
• Complimentary memberships may be conferred by the BOD annually on a case-by-case basis.

 

Section XIII: Number of Members

There is an unlimited membership capacity for NSPA.

 

Section XIV: Membership Records

NSPA shall maintain the personal data of its members regardless of membership status. All information shall be secured IAW the Society’s Constitution and Bylaws.

 

Section XV: Non-liability of Members

A member of the Society is not personally liable for the debts, liabilities, or obligations of the corporation.

 

Section XVI: Non transferability of Memberships

No member may transfer a membership or any right to a non-member.

 

ARTICLE XI: Meetings of the Membership 

Section I: Type of Meetings and details:

• Regular - as stated in Article III, Section VII
• Special - called by the President, BOD, or no less than 15 eligible voting members via petition to the president.
  • Only to address the specified purpose of the meeting
  • Only approved by a poll by the BOD to eligible voting members and, once approved the BOD will specify the details of the meeting to be held within 45days of the petition. If the majority of members do NOT consent, the meeting is cancelled by notification within 30 days.

 

Section II: Meeting Quorum

A simple majority of the eligible voting members present shall constitute a quorum at any meeting.

 

Section III: Majority Action as Membership Action

Every action by a majority of voting members present in person (or by proxy) with a quorum, is an action of the members, unless other provisions require a greater number.

 

Section IV: Voting Rights

Each eligible voting member may vote according to the rights consistent with their membership category.

 

Section V: Action by Written/Electronic Ballot

Except as otherwise required under the articles of incorporation or the Society ByLaws, actions on a matter may be taken without an official meeting if the corporation distributes a electronic ballot to each eligible voting member.

The ballot will:

• Set forth the proposed action.
• Provide an opportunity to specify approval or disapproval of each proposal.
• State the percentage of approvals necessary to pass the measure submitted.
• Specify the date by which the ballot must be received to be counted.
• Be distributed electronically using the automating mailing list through the Society’s website.
• Require votes to be cast electronically.

 

Approval of action by electronic ballot shall be valid only when:

• The number of votes cast by ballot during the specified voting period equals or exceeds the majority of the number of voting members/votes cast.

 

VI: Conduct of Meetings

Meetings shall be conducted IAW the details outlined in Article III, Section VI.

 

ARTICLE XII. Election of Officers and Directors

Section I: Elections Officer

Except as directed by the BOD, the Secretary shall serve as the Elections Officer. The Secretary shall be responsible for managing the election process; the Society President will oversee it.

 

Section II: Election Procedures are as follows:

• The Elections Officer shall notify the membership of the rules and regulations and call for nominations and/or self-declarations for positions to be filled.
• Candidates for office may be nominated or self-declared.
• A call for nominations/self-declarations for candidates for the BOD shall be solicited using the electronic email distribution list at least 30-60 days before the general election begins 1 September.
• Voting for NSPA BOD positions shall be held the second and third week of September of each election year.
• Voting shall be conducted electronically within a 14-day polling window.
• The Elections Officer shall verify eligibility of each candidate.
• Candidates found to be ineligible under these Bylaws shall not be considered for inclusion in the election.
• The Elections Officer shall bring any issues that arise during the election cycle to the EB.
• If an eligible voting member identifies an error on a published ballot, the member should contact the Elections Officer as soon as possible.
• In the event of an error on a published (main) ballot, such as omission of a specific position and/or omission of a nominated candidate(s), a special ballot shall be published for the specific position(s) impacted by the error. The procedures for issuing the special ballot are:
  • The Elections Officer shall notify the general membership via email of the change to the published ballot.
  • Voting counts shall be maintained for the non-impacted positions, and the voting for the published ballot will resume for a minimum of 7 days but not more than 10 days (in the event the error correction is made within the first day of release of the ballot).
  • Once the voting closes on the main ballot, the Elections Officer shall publish the special ballot for the impacted position(s).
  • The special ballot shall remain open for 10 days.
• Within 30 days of the final election of the officers, a listing of the officers and committee Chairs for the NSPA Main Chapter must be sent to the AAPA national headquarters.

 

Section III: Positions on the Annual Ballot

The positions filled are:

• Vice President/President-Elect
• Secretary
• Treasurer-Elect
• Director of Legislative Affairs
• Director of Professional Education

 

Section IV: Terms of Office

The terms of office shall be 1 year, beginning 1 October and ending 31 September of the subsequent calendar year or until a successor is elected.

 

Section V: Candidate Eligibility

A candidate must:

• Be a Fellow member for a fellow position:
  • President
  • VP/President-Elect
  • Immediate Past President
  • Secretary
  • Treasurer
• Be affiliated with the branch of service to be represented by the respective director position
• Be a confirmed eligible member candidate verified by the elections officer
• Designate "NAVY" with AAPA as their constituent chapter

 

Section VI:

If there are more than two candidates for any office, preferential voting shall be utilized for that office.

 

ARTICLE XIII: Component Chapters 

Section I:

Upon written petition, the Board of Directors may grant a charter for a Component Chapter.

 

Section II:

Component Chapter retains its authority over issues not about the Society or the Academy.

 

Section III:

Component Chapters may have members who are Fellow members of the Society and the Academy; Associate members who are members of the Society but not members of the Academy; and affiliate members who are not members of the Society or the Academy.

 

Section IV:

Affiliate members may be active in all Component Chapter affairs but not privileged to vote on issues about the Society or the Academy.

 

Section V:

The Charter of any Component Chapter shall be held to the high professional standards of NSPA and the AAPA.

 

ARTICLE XIV: Changes to the Bylaws and Constitution

The Constitution and Bylaws shall be reviewed on an annual basis with necessary revisions reviewed and approved by the BOD and by a two-thirds majority of all voting members (votes cast) of the Society responding to a ballot as prescribed in the Bylaws.

 

ARTICLE XV: Election of AAPA Delegates

The President, Vice President, and Director for Legislative Affairs will be designated as AAPA Delegates. In addition, the Director for Legislative Affairs will nominate two NSPA members who meet Fellow requirements to the BOD for selection as the primary HOD Representatives to attend AAPA Annually.

 

ARTICLE XVI: Officer relocation outside the U.S. 

Any officer who officially relocates outside the United States, independent of military orders, will abdicate their position and a successor shall assume those duties IAW the Society’s Bylaws and Constitution.