National Academy Of Neuropsychology By-Laws
BY-LAWS
ARTICLE I. MEMBERS
SECTION 1. Classes of Members.
There shall be six (6) classes of members: Fellow, Professional, Associate, Trainee, Special Category, and Emeritus. All members of the Academy shall be subject to the By-laws of the Academy and to any subsequent revisions or amendments.
SECTION 2. Fellow.
Fellow status shall be reserved for individuals who: 1. have been NAN professional members for at least 5 years, 2. have 10 years post-doctoral experience in clinical neuropsychology, AND 3. have contributed significantly to the science and/or profession of clinical neuropsychology through distinguished practice, teaching, research, and/or public service. Fellows shall have full voting privileges, may hold elected office, and may be members of committees, so long as they remain members of the academy.
SECTION 3. Professional.
A Professional member shall have completed appropriate training in the assessment and/or remediation of neuropsychological conditions and hold a doctoral degree in psychology or a related discipline from an accredited university. International members are also eligible for Professional membership if a significant proportion of their training and professional activities are devoted to neuropsychology or related fields, and they possess the qualifications (degrees or certifications) consonant with their country’s professional standards enabling them to independently practice neuropsychology. Professional members shall have worked in a setting where such knowledge is applied for a minimum of two years after obtaining their doctoral degree. Professional members shall have full voting privileges, hold elected office, and be members of committees.
SECTION 4. Associate.
Associate membership shall be open to individuals whose training and experience precludes them from other levels of membership. This may include, but is not limited to, master’s level clinicians, psychometrists, social workers, nurses, physicians, and psychologists not practicing neuropsychology. Associate members do not have voting privileges, may not hold office, but may be members of committees.
SECTION 5. Trainee.
Trainee membership is available for up to five years for individuals attending programs leading to an undergraduate or graduate degree from an accredited university, as well as those who are completing internship or post-doctoral supervision/studies. If the training period exceeds the 5-year limit for the Trainee level of membership, written request for extension and verification of status may be made to the Membership Committee. Once a member completes his/her training and becomes an independently practicing professional, his/her membership should be upgraded to either Associate or Professional membership. Trainee members do not have voting privileges, may not hold elected office, but may be members of committees.
SECTION 6. Special Category
Special Category status is granted based on a majority vote of the Board of Directors upon recommendation of the President and is approved on an annual basis. This membership level is considered "honorary" and members in this category cannot vote or hold office.
SECTION 7. Emeritus.
An Emeritus member shall have been a NAN member in good standing for no less than 20 years or be permanently and totally disabled prior to applying for Emeritus status, be completely retired, and earn no more than 25% of his/her last year's income from consultation fees or other employment. Members who meet the eligibility requirements for Emeritus status may make application to the Membership Committee by written request and attestation that the aforementioned criteria have been met. Emeritus members shall pay one-half (50%) of the Professional member dues rate, retain all membership benefits, including voting rights and serving on committees, but may not hold office. Emeritus members are not eligible to receive CE credits unless there are extraordinary circumstances; in this case, written request may be made to the Membership Committee.
SECTION 8. Admission of Members.
Applicants shall complete a membership application, together with sponsorship forms and other supporting data as requested by the Membership Committee. In the event a candidate's application is rejected, the candidate will be apprised in writing of the specific reason for the rejection. The applicant may appeal directly to the Board of Directors for reconsideration with additional information.
SECTION 9. Voting Rights.
Each voting member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
SECTION 10. Renewal of Membership.
A renewal notice will be sent out to the membership at the beginning of the fiscal year. Payment of the yearly dues will constitute a renewal in membership. A notice will be placed on the renewal form and on the website stating that the member attests that they do not have any of the following.
1. Violation of the American Psychological Association ethical stands of psychologists.
2. Conviction of a felony.
SECTION 11. Reinstatement.
Members who are not in good standing because of resignation or nonpayment of dues will be eligible for reinstatement upon written request to the Membership Committee.
ARTICLE II. BOARD OF DIRECTORS
SECTION 1. General Powers.
The Board of Directors shall be the governing body of the Academy, shall supervise the general affairs and business of the Academy, and shall supervise any persons in its employ. It shall perform such actions necessary for the conduct of the affairs of the Academy and for the realization of its objectives and purposes provided such actions of its voting and non-voting members are not inconsistent with these By-laws and are in accordance with the Conflict of Interest policies of the Academy. The Board of Directors and its designees shall accept a fiduciary relationship with the Academy and comport themselves in a manner that enhances the reputation and mission of the Academy.
Term Limits
A. No person can serve more than once in any elected position or chair position.
B. As an elected Board member, you can serve no more than 3 terms or 11 years. This allows for two elected terms plus the Presidential term, or 3 non-presidential terms.
C. Standing Committee Chairs can serve no more than twice. This does not restrict being appointed chair of an ad hoc or advisory committee.
SECTION 2. Number and Qualifications.
The Board of Directors shall consist of the duly elected Board and the three immediate Past Presidents.
SECTION 3. Board Officers.
The officers of the Academy shall be the President, President-Elect, Secretary, Treasurer and the Immediate Past President.
SECTION 4. Election and Term of Office.
The Board of Directors of the Academy are elected by the voting members.
Elections are held annually for open positions. The NAN Office shall prepare a ballot at the direction of the Nominating Committee presenting the names of all nominees for office. This ballot, in addition to providing the names of nominees, shall provide a space for a write-in vote in each case. These ballots shall be sent to the membership by the NAN Office at least twelve weeks before the annual meeting and shall include a brief summary of the background and professional experience of each candidate for office. Ballots must be received by the date on the ballot to be considered valid. Each officer shall hold office until a successor shall have been duly elected and shall have qualified or until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided. Board of Directors may not hold more than one office. Board of Directors may not hold a stipend position
SECTION 5. Removal.
Any officer or director elected by the voting members may be removed by a two-thirds vote of the entire Board of Directors. These actions may be taken when the officer or director has been found to be noncompliant with or to have breached the Conflict of Interest policies of the Academy, or has failed to carry out the duties of the office as defined in these By-laws. Such removal shall be without prejudices to the membership rights, if any, of the person so removed.
SECTION 6. Vacancies.
A vacancy in any office because of death, resignation, removal, or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
SECTION 7. Meetings.
A meeting of the Board of Directors shall be held without other notice than this By-Law before the annual business meeting of the Academy. The Board of Directors may provide, by resolution, the time and place for the holding of additional meetings without other notice than such resolution, provided that notice of every resolution of the Board fixing or changing the time or place of the holding of meetings of the Board of Directors shall be sent to each Director via mail or electronic notification at least ten (10) days before the first meeting held pursuant thereto.
SECTION 8. Notice.
Notice of any meeting shall be given at least ten (10) days by written notice delivered personally or mailed to each director at his/her business address or by electric communication. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 9. Quorum.
A simple majority of the number of directors fixed by Section 2 of this Article II shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
SECTION 10. Manner of Acting.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 11. Vacancies.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
SECTION 12. Compensation.
By resolution of the Board of Directors, the directors may be reimbursed for their expenses, if any, of attendance at each meeting of the Board of Directors. No such payment shall preclude any director from serving the Academy in any other capacity and receiving compensation.
SECTION 13. Executive Director.
The Executive Director shall be a non-voting member of the Board of Directors and shall be appointed by the Board of Directors. The Executive Director shall be directly accountable to the President when the Board of Directors is in recess.
ARTICLE III. OFFICERS
SECTION 1. Number.
The officers of the Academy shall be a President, a President-Elect, a Secretary, a Treasurer and the most recent Immediate Past President.
SECTION 2. President.
The President shall be the principal executive officer . He/She shall serve for one year as President and three years as a Past President, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Academy. The President shall, when present, preside at all meetings of the membership and of the Board of Directors. He/she may sign, with the Secretary or any other proper officer of the Academy thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the Academy, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President will serve for a term of one year. No individual may serve more than one term as President.
SECTION 3. President-Elect.
The President-Elect in the absence of the President shall preside at all meetings of the Academy and act as Chair of the Board of Directors. She/he shall receive the reports from committee chairs twice per year and convey them to the Board of Directors at regularly scheduled meetings. In general, the President-Elect shall perform other such duties as requested of him/her by the Board of Directors or the President. Following a one-year term as President-Elect, the elected individual will succeed to the office of President for a one-year term.
SECTION 4. Secretary. The Secretary is elected for a term of three (3) years. The Secretary shall:
Keep the minutes of the Academy and of the Board of Directors' meetings;
B. See that all notices are duly given in accordance with the provisions of these By-laws or as required by law;
C. Be responsible for the Academy records and of the seal of the Academy;
D. In general perform all duties incidental to the office of Secretary and such other duties as from time to time may be assigned to her/him by the President or by the Board of Directors.
SECTION 5. Treasurer. The Treasurer is elected for a term of three (3) years. The Treasurer shall:
A. Is responsible for all funds and securities of the Academy.
B. Have charge of all funds and shall pay all expenses of the Academy with the approval and authority of the Board of Directors;
C. Be custodian of any deeds, stocks or other securities which the Academy may acquire and shall deposit these in banks or shall otherwise deal with them as the Board of Directors may direct;
Have authority to sign checks and drafts on behalf of the Academy for authorized purposes as provided for by the By-laws or as authorized by the Board of Directors. All checks issued by the Academy shall be approved by him/her and may be signed by such other authorized individuals as may be voted upon by the Board of Directors;
E. Keep a full and complete record of all the financial transactions of the Academy and shall exhibit the financial books to the Board of Directors and submit an annual report to the members;
F. Submit a proposed budget annually to the Board of Directors for their approval and approval of the members at the annual meeting; and
In general perform all of the duties incidental to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors..
SECTION 6. Member-at-Large.
In general the Member-at-Large shall perform such duties as from time to time may be assigned to him/her by the President or by the Board of Directors. Members-at-Large shall serve for a term of three years with the term of each member set such that a new Member-at-Large shall be elected each year.
ARTICLE IV. MEETINGS OF MEMBERS
SECTION 1. Annual Meeting.
A. The Board of Directors shall decide each year on the specific dates of the annual meeting and announce the exact dates of same.
B. In an effort to ensure stability of the organization and its policies/procedures, while maintaining members' ability to have input into the functioning of NAN, any items to be placed on the Annual Conference agenda by the general membership that would address, change, or enhance the NAN Bylaws, Procedures or have financial implications must be received by the NAN Executive Director not less than 30 days prior to the first day of the Annual Meting. The agenda item will be placed on the Annual Meeting agenda with the Board of Directors recommended direction of action. At any time, members may request that an issue be brought before the voting membership by securing signatures from 10% of the organization's entire eligible voting members.
SECTION 2. Special Meetings.
Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors at the request of not less than 10% of the voting members of the Academy. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of members shall be confined to the purpose or purposes stated in the notice of the meeting.
SECTION 3. Place of Meeting.
The Board of Directors may designate any place, either within or without the State of Texas unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.
SECTION 4. Notice of Meeting.
Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than thirty (30) or more than sixty (60) days before the date of the meeting, personally, by mail or by electronic transmission, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the membership files of the Academy, with postage thereon prepaid.
SECTION 5. Quorum.
Except as otherwise required by statute or by the Articles of Incorporation, a simple majority of members present at the meeting will constitute a quorum.
SECTION 6. Conduct of Meetings.
Meetings of members shall be presided over by the President of the Academy or, if he/she is not present, by the President-Elect, or, if none of said officers are present, by a chairperson to be elected at the meeting. The Secretary of the Academy, or if he/she is not present, any Assistant Secretary shall act as Secretary of such meetings, in the absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person to act as Secretary of the meeting.
ARTICLE V. DUES
SECTION 1. Establishment.
The dues of the Academy shall be established by majority vote of the Board of Directors.
SECTION 2. Payment of Past Dues.
A member who has not been renewed for non-payment of dues who subsequently applies for reinstatement and is reinstated, may be required, at the discretion of the Board of Directors to pay the total or any proportion of the unpaid dues and penalty fees which the Board of Directors, by a majority vote, deems appropriate.
ARTICLE VI. COMMITTEES
SECTION 1. General.
Committees that are deemed necessary to conduct the business of the National Academy of Neuropsychology will be approved by the Board of Directors and placed in the Procedures Manual.
ARTICLE VII. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on the behalf of the Academy, and such authority may be general or confined to specific instances.
SECTION 2. Loans.
No loans shall be contracted on behalf of the Academy and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
SECTION 3. Checks, drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Academy shall be signed by such officer or officers, agent or agents of the Academy and in such manner as shall from time to time be determined by resolution of the Board of Directors.
SECTION 4. Gifts.
The Board of Directors and President may accept on behalf of the Academy any contribution, gift, bequest, or device for the furtherance of any purchase of the Academy.
SECTION 5. Deposits.
All funds of the Academy not otherwise employed shall be deposited from time to time to the credit of the Academy in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Academy shall begin on the 1st day of January and end on the 31st day of December of each year.
ARTICLE IX. SEAL
The Board of Directors shall provide a corporate seal, which shall be inscribed thereon "NATIONAL ACADEMY OF NEUROPSYCHOLOGY, INC.," and the words (smaller type) "INCORPORATED IN THE REPUBLIC OF TEXAS" .
ARTICLE X. AMENDMENTS
The Academy may adopt such amendments to the By-laws as it may later deem necessary for the conduct of its affairs and business within the objects and purposes of the Academy. Proposed amendments to the By-laws may be initiated by:
(a) The Board of Directors, (b) Petition of 10% of the members of the Academy or, (c) By vote of the membership at any annual meeting. Such proposed amendments shall be submitted to a mail vote after approval of the Board of Directors, to the voting members of the Academy. Names of the members for the purpose of this voting shall be derived from official rolls of the Academy. A copy of each proposed amendment shall be mailed to the last known address of each member. The return deadline will be no less than sixty days after the date of the mailing of the amendment and an approval of two-thirds of those members voting in the mail vote shall be necessary for the amendment to carry.
ARTICLE XI. INDEMNIFICATION
Each Director, officer, and employee of the Academy and each member who is officially engaged in Academy business, shall be indemnified by the Academy against all costs and expenses, including attorney fees, actually and necessarily incurred by or imposed on her/him in connection with the defense of any action, suit, or proceeding in which he/she may be involved or to which she/he may be made a party by reason of this being or having such member of the Board of Directors, officer, employee, or member except in relation to matters as to which he/she shall be finally adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of her/his duty. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if a majority of the Board of Directors (excluding the person indemnified) determines that the person indemnified did not commit such negligence or misconduct in any substantial way. The foregoing right of indemnification shall not be exclusive of any other rights of which he/she may be entitled as a matter of law or by agreement, or otherwise. Any indemnification, however, shall not exceed the monetary limits of any insurance policy carried for such purpose by the Academy regardless of the absolute monetary amount incurred by an individual member of the Board of Directors, officer, employee, or member engaged in Academy business.
ARTICLE XII. RATIFICATION
These By-laws shall become effective at the next business meeting of the Academy following passage by a majority vote of the responding membership. (Effective November 1, 1991)
Amendments to By-Laws (Year Passed)
Article III, Section 2 (1995)
Article V, Section 8 (1995)
Article II, Section11 (1996)
Article VI, Section 12 (2000)
Article I, Section 4 (2001)
Article 1, Section 5 (2001)
Article II, Section 1 (2004)
Article III, Section 3 (2004)
Article VI Sections 1 and 3 (2004)
Article VI, Section 14 (2004)
Objectives of NAN (2005)
Article VI, Section 8 (2005)
Article VI, Section 15 (2005)
Revised 2007
Article I, Sections 1, 4, 7, 8, and 9 (2009)
Article I, Section 4 (2013)
Article II, Section 4 (2013)
Article I, Sections 1-7 (2020)