ARTICLE I: NAME AND PURPOSES
Section 1. Name.
The name of this corporation shall be the Hospice and Palliative Nurses Association (hereinafter referred to as “HPNA”), a Pennsylvania non-profit corporation incorporated under the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the “Law”).
Section 2. Offices.
HPNA shall have and continuously maintain in the Commonwealth of Pennsylvania registered office and a registered agent whose office is identical with that registered office and may have such other offices, within or without the Commonwealth of Pennsylvania, as the Board of Directors may determine.
Section 3. Purpose.
In addition to the purposes set forth in HPNA’s Articles of Incorporation, HPNA is formed to advance nursing expertise in hospice and palliative care through education, advocacy, leadership, and research.
ARTICLE II: MEMBERSHIP
Section 1. Membership Qualifications.
Membership may be granted to any individual that: (i) meets the criteria for membership in HPNA established by the Board of Directors; (ii) shares interest in and supports the purposes of HPNA; and (iii) abides by these Bylaws and such other policies, rules, and regulations as HPNA may adopt.
Section 2. Application.
The Board of Directors, or its designee(s), shall adopt an application form and procedures to facilitate the consideration of applicants for membership in HPNA. All applicants shall complete the application form and submit the application, along with the designated fee, if any, to the administrative office of HPNA. The Board of Directors, or its designee(s), shall review all applications for membership and determine, based on the criteria set forth in these Bylaws and such other guidelines as the Board of Directors may prescribe, whether individual applicants meet the qualifications necessary for membership in HPNA. All such qualified applicants shall become members upon written notice from HPNA and payment of dues.
Section 3. Membership Categories.
HPNA shall have two (2) categories of members (i) Voting Members; and (ii) Non-Voting Members (collectively, the “Members”) and such subcategories of membership as the Board of Directors may determine from time to time. The criteria and qualifications for Voting and Non-Voting Membership shall be established by the Board of Directors. HPNA’s membership subcategories may include, without limitation, the following:
A. Voting Members.
- Registered Nurse Members are registered nurses engaged or interested in hospice or palliative nursing (“Registered Nurse Members”).
- Licensed Practical/Vocational Nurse Members are licensed practical/vocational nurses engaged in or interested in hospice and palliative care (“Licensed Practical/Vocational Nurse Members”).
- Nursing Assistant Members are nursing assistants engaged or interested in hospice and palliative care (“Nursing Assistant Members”).
- Such additional subcategories of Voting Members as may be determined by the Board from time to time.
B. Non-Voting Members
- Nursing Student Membership may be granted to full-time students enrolled and in good standing in an accredited undergraduate nursing education program (“Nursing Student Members”).
- Associate Membership may be granted to any individual engaged or interested in hospice or palliative care or who otherwise shares interest in and supports the purposes of HPNA (“Associate Members”).
- Such additional subcategories of Non-Voting Members as may be determined by the Board from time to time.
Section 4. Membership Rights and Duties
(a) All HPNA Members shall be entitled to attend member meetings and serve on HPNA’s committees.
(b) Non-Voting Members have no voting rights in HPNA whatsoever. Only Voting Members may vote in HPNA’s elections. Notwithstanding anything set forth to the contrary herein, the Voting Members’ right to vote is specifically limited to elections of Directors and such other matters as the Board may determine in its sole discretion, and no other matters. Each eligible Voting Member shall have one (1) vote in HPNA’s elections. No Member of HPNA shall have the right to vote, without limitation, on the amendment of HPNA’s Articles of Incorporation, the merger or dissolution of HPNA, or the amendment of its Bylaws.
(c) Except as otherwise set forth in these Bylaws, only Voting Members may hold office in HPNA and serve on the Board of Directors and Governance Committee.
(d) Membership in HPNA is not transferable or assignable by operation of law or otherwise.
Section 5. Disciplinary Action.
(a) Grounds for Discipline. HPNA may discipline a Member for any of the following reasons:
- Failure to comply with these Bylaws, the HPNA Code of Ethics, or any other policies, rules or regulations of HPNA;
- Conviction of a felony or a crime related to, or arising out of, the practice of nursing or involving moral turpitude;
- Suspension, revocation, or forfeiture by any state, province, or country of the member’s right to practice as a nurse; or
- Immoral, dishonorable, or unprofessional conduct considered prejudicial to the best interests of, or inconsistent with, the purposes of HPNA.
(b) Procedures. Discipline may include, but not be limited to, censure, probation, and expulsion. Disciplinary action may be taken provided that a statement of the charges shall have been sent by certified mail to the last recorded address of the Member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting at which the charges shall be considered. The meeting may be held in person, via teleconference or other electronic means, as it determined by the Discipline Committee, in its sole discretion. The hearing date, time or location set by the Disciplinary Committee will not be subject to change for the convenience of the Respondent. The Member shall have the opportunity to be represented by counsel and to present any defense to such charges before action is taken by HPNA. Such disciplinary actions shall be conducted in accordance with procedures established by the Board of Directors.
Section 6. Termination of Membership.
(a) Non-Payment of Dues. The membership of any Member who is in default of payment of dues or assessments for more than thirty (30) days, or otherwise becomes ineligible for membership, shall be terminated automatically, according to such rules or procedures as the Board of Directors or their designee(s) shall establish, unless such termination is delayed by the Board of Directors, or its designee(s).
(b) Voluntary Termination of Membership. Any Member may resign at any time by giving written notice to the HPNA national office. Any resignation shall take effect at the time specified therein, or, if not specified, immediately upon its receipt by the HPNA national office.
(c) Dues Payment Upon Termination. Any Member whose membership terminates, voluntarily or involuntarily, shall remain fully liable for any unpaid dues or assessments levied against them prior to the effective date of termination. Dues will not be refunded under any circumstances.
Section 7. Reinstatement
Members who have resigned or whose membership has been terminated for non-payment of dues or assessments may be reinstated upon (i) payment of delinquent dues and assessments; (ii) application to the Board of Directors; and (iii) meeting such additional terms and conditions as may be established by the Board of Directors.
ARTICLE III: DUES AND ASSESSMENTS
The initial and annual dues for all Members of HPNA, and the time for paying such dues and other assessments, if any, shall be determined by the Board of Directors. Under special circumstances, the Board of Directors, or its designee(s), may waive or reduce the annual dues and/or assessments for any Member.
ARTICLE IV: MEMBERSHIP MEETINGS
Section 1. Annual Meeting.
An annual meeting of the Members of HPNA shall be held at such time and place as shall be determined by the Board of Directors.
Section 2. Special Meetings.
Special meetings of the Members of HPNA may be called at the request of the President or by a majority of the entire Board of Directors or at the written request of two-thirds (2/3) of HPNA’s Voting Members. The time and place for holding special meetings shall be determined by the Board of Directors.
Section 3. Notice.
Notice of any annual or special meeting of the Members shall state the time, date, place, and purpose of the meeting, and shall be delivered not more than sixty (60) and not less than five (5) days prior to the date of such meeting, unless otherwise required by applicable law.
Section 4. Quorum.
Fifty (50) eligible Voting Members of HPNA present in person or by proxy shall constitute a quorum for the transaction of business at any duly called meeting of the Members, provided that if less than a quorum is present, a majority of the Voting Members present may adjourn the meeting to another time without further notice.
Section 5. Manner of Acting.
Any matter before the Voting Members for a vote must be approved by a majority or more of the Voting Members present (in person or by proxy) in order to pass, unless a greater number is required by Law, the Articles of Incorporation or these Bylaws. Members may not vote or take action on any matter at a meeting unless a quorum is present and the meeting has been called in accordance with the notice requirements provided in these Bylaws.
Section 6. Mail & Electronic Voting.
The Voting Members may vote by mail or electronic means to the full extent allowed by the Law. A mail or electronic vote may be called by the Board of Directors.
ARTICLE V: BOARD OF DIRECTORS
Section 1. Authority and Responsibility.
The affairs of HPNA shall be managed by the Board of Directors which shall have supervision, control, and direction of HPNA, shall determine its policies or changes therein within the limits of these Bylaws, shall actively promote its purposes, and shall have discretion in the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. Number, Tenure and Qualifications.
(a) The Board shall be comprised of up no more than eleven (11) and no less than eight (8) Directors as follows: (i) up to seven (7) Directors (including the Public Director) appointed by the Board of Directors; (ii) the Past President; and (iii) a minimum of three (3) Directors elected by the Voting Members (“Elected Directors”). The total number of Directors may be determined by the Board of Directors from time to time. The Board must include a minimum of three (3) Elected Directors at all times (unless a vacancy is created in such position due to the death, removal, or resignation of an Elected Director). Vacancies in Elected Director positions will be filled in accordance with Article V, Section 13 below.
(b) Except as otherwise set forth herein, (i) only Voting Members in good standing shall be eligible to serve on the Board; and (ii) all Directors must be and remain Voting Members in good standing at the time of their election and throughout their term of office.
(c) Notwithstanding anything set forth in these Bylaws to the contrary, the Board may appoint one (1) non-HPNA Member to serve on the Board based upon the competencies it deems necessary for effective and efficient Board operations (the “Public Director”). The Public Director may hold the office of Secretary or Treasurer.
Section 3. Invited Guests.
The Chief Executive Officer will be invited to attend and participate, without vote, in all regular and special meetings of the Board of Directors, except those held in executive session. At the discretion of the Board of Directors, other individuals may be invited to attend and participate in the meetings of the Board but are not entitled to vote.
Section 4. Term.
(a) All Directors shall serve a three (3) year term in office or until such time as their successor shall have been duly elected, qualified and taken office. Except as otherwise set forth herein, directors may not serve more than two (2) consecutive terms in office. Terms shall be staggered to the extent possible such that approximately 1/3 of the positions are filled each year.
(b) Notwithstanding anything in these Bylaws to the contrary, the Past President shall remain on the Board for the duration of their term in such office.
Section 5. Nomination and Election of Directors.
The Governance Committee will recommend a slate of qualified candidates to the Board of Directors to (i) stand for election to fill each Elected Director seat on the Board of Directors that is either vacant or set to expire (“Elected Director Slate”); and (ii) stand for appointment to fill each Board appointed seat on the Board of Directors that is either vacant or set to expire (“Appointed Director Slate”). The Board of Directors will review the Governance Committee’s recommended slates and present the approved Elected Director Slate of candidates to the Voting Members for election to the Board in accordance with such procedures as shall be adopted by the Board. The Board will consider the Appointed Director Slate in determining its appointments to the Board and the Board will appoint candidates to the Board in accordance with such procedures as shall be adopted by the Board.
Section 6. Regular Meetings.
The Board of Directors may take action to set the time, date, and place for the holding of a regular annual meeting of the Board of Directors and additional regular meetings of the Board of Directors without other notice than such action.
Section 7. Special Meetings.
Special meetings of the Board of Directors may be called by, or at the request of, the President or upon a written request to the Secretary of three (3) members of the Board of Directors. Notice of any special meeting of the Board of Directors shall state the time, date, and place of the meeting and shall be delivered at least five (5) days prior to the date of such meeting. Attendance of a Director at any 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 and convened.
Section 8. Meeting by Conference or Video Call.
Any action to be taken at a meeting of the Board of Directors or any committee thereof may be taken through the use of a conference telephone, video call, or other mode of communications by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of any meeting to be held by conference or video call (whether regular or special) may be delivered a minimum of twenty-four (24) hours prior to the meeting.
Section 9. Quorum.
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors; provided that when less than a quorum is present at said meeting, a majority of the Board of Directors members present may adjourn the meeting to another time without further notice.
Section 10. Manner of Acting.
Any matter before the Directors for a vote must be approved by a majority or more of the Directors present in order to pass, unless a greater number is required by Law, the Articles of Incorporation or these Bylaws. Directors may not vote or take action on any matter at a meeting unless a quorum is present and the meeting has been called in accordance with the notice requirements provided in these Bylaws. Only Directors present in person at the meeting may vote. Proxy voting is not permitted for Directors.
Section 11. Action Without a Meeting.
If the Board is voting, approving a resolution or taking any other action on any matter outside of a meeting (i.e., the Board is voting by mail, email, electronically or other means acceptable under the Law), such resolution or action must be unanimously approved by all of the members of the Board of Directors entitled to vote with respect to the subject matter thereof.
Section 12. Resignation and Removal.
(a) Any member of the Board of Directors may resign at any time by giving written notice to the President.
(b) A Director appointed by the Board may be removed from office, with or without cause, at any time by a majority vote of all the members of the Board. Appointed Directors being removed without cause shall receive written notice of their removal 30 days prior to the effective date of such removal. Removal of appointed Directors for cause may, in the Board’s discretion, be effective immediately.
(c) Elected Board Members may be removed by the Voting Members with or without cause at any time in accordance with the Law.
(d) The Public Director may be removed by the Board of Directors with or without cause at any time in its sole discretion.
(e) Directors must remain qualified for office during the duration of their term in office. Directors ceasing to be qualified automatically shall be removed from the Board and such vacancy shall be filled in accordance with these Bylaws.
Section 13. Vacancies.
(a) Except as otherwise set forth in these Bylaws, vacancies shall be filled by the President, through appointment, subject to the approval of the Board, without undue delay.
(b) In the event of the death, removal, or resignation of an Elected Director, such vacancy shall be filled by the Voting Members during the next regularly scheduled election of Elected Directors.
(c) A Director appointed pursuant to this Section shall hold their position for the remainder of the original term for which they were appointed to fill.
Section 14. Compensation.
Directors will not receive any remuneration for their services as Directors; however, the Board of Directors, by the affirmative vote of the majority of the Directors then in office, may authorize the reimbursement of reasonable expenses for attendance at each regular or special meeting of the Board of Directors; provided, however, that nothing herein contained will be construed to preclude any director from serving HPNA in any other capacity and receiving reasonable compensation therefore.
ARTICLE VI: OFFICERS
Section 1. Officers.
The officers of HPNA shall be a President, President-Elect, Secretary, Treasurer, and Past President (each an “Officer” and collectively, the “Officers”). The Board of Directors may elect or appoint such other officers as it shall deem necessary, who shall have the authority to perform such duties as may be prescribed from time to time by the Board of Directors. The Officers shall have the authority to perform the duties set forth below and as prescribed by the Board of Directors. The offices of Secretary and Treasurer may, in the discretion of the Board, be held simultaneously by the same person.
Section 2. Qualifications.
Only Directors may serve as Officers. The individual elected to serve as President must have served on the Board for a minimum of two (2) years on the Board prior to their election as President. All other Officers must have served a minimum of one year on the Board prior to their election as an Officer. The Public Director may not hold the office of President or President-Elect.
Section 3. Election.
The Board of Directors shall elect the Officers from amongst the members of the Board in accordance with such procedures as may be established by the Board.
Section 4. Term.
The Officers shall serve a one (1) year term in office, or until such time as their successors are duly elected, qualified, and take office. Notwithstanding anything set forth in these Bylaws to the contrary, Officers shall remain on the Board of Directors until the completion of their term in office.
Section 5. President.
The President shall be the principal elected officer of HPNA and shall, in general, supervise all of the governance affairs of HPNA, subject to the direction and control of the Board of Directors. The President shall be a member, of all committees, except as otherwise provided by these Bylaws. The President presides at all meetings of the Board, Executive Committee and general member meetings. The President shall execute contracts and other instruments requiring the signature of the Board. The President appoints the members of all committees except as otherwise provided by these Bylaws or as provided in the motion creating the committee. The President, in general, performs all duties customarily incident to the office of President and such other duties as may be prescribed from time to time by the Board. The President shall succeed to the office of Past President at the conclusion of the President’s term.
Section 6. President-Elect.
The President-Elect assists the President in the discharge of the duties of the President as the President may direct and performs such other duties as may be assigned from time to time by the President or the Board. In the absence or incapacity of the President, the President-Elect shall perform all duties customarily pertaining to the office of President. The President-Elect shall succeed to the presidency at the conclusion of the President’s term or in the event of the death, resignation, removal, or incapacity of the President.
Section 7. Treasurer.
The Treasurer shall be the principal accounting and financial officer of HPNA and shall have charge of and be responsible for the maintenance of adequate books of account for HPNA; shall have charge and custody of all funds and securities of HPNA, and be responsible therefore, and for the receipt and disbursement thereof; and shall deposit all funds and securities of HPNA in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and in general perform all duties incident to the offices of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. The duties of the Treasurer may be assigned, in whole or in part, to the Chief Executive Officer or their designee(s).
Section 8. Secretary.
The Secretary shall keep the minutes of the meetings of the Voting Members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of HPNA’s records; keep a register of the address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the offices of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors. The duties of the Secretary may be assigned, in whole or in part, to the Chief Executive Officer or their designee(s).
Section 9. Past President.
The Past President shall chair the Governance Committee and perform such duties as may be assigned from time to time by the President or the Board.
Section 10. Resignation and Removal of Officers.
Any officer may resign at any time by giving written notice to the President. In addition, any officer may be removed by a majority of the entire Board, whenever, in its judgment, the best interests of HPNA would be served by such removal. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election of an officer or agent shall not of itself create any contract rights. Officers ceasing to be qualified automatically shall be removed from office and such vacancy shall be filled in accordance with these Bylaws.
Section 11. Officer Vacancies.
Vacancies in any office shall be filled by the Board of Directors at its next scheduled meeting, or at a special meeting called for that purpose. An Officer elected pursuant to this Section shall hold office until the next regularly scheduled election. Notwithstanding the foregoing, in the event of a vacancy in the office of Past President, such office shall remain vacant for the remainder of the unexpired term of such office.
ARTICLE VII: CHIEF EXECUTIVE OFFICER
The administrative and day-to-day operation of HPNA shall be the responsibility of a salaried staff head or firm employed or appointed by, and responsible to, the Board of Directors. The staff head shall have the title of “Chief Executive Officer.” The Chief Executive Officer is responsible to the Board. The Chief Executive Officer has the authority to execute contracts on behalf of HPNA and as approved by the Board. The Chief Executive Officer, or their designee(s) may assist in performing the duties of the Secretary and Treasurer. The Chief Executive Officer will employ and may terminate the employment of members of the staff necessary to carry out the work of HPNA and perform such other duties as may be specified by the Board.
ARTICLE VIII: COMMITTEES AND TASK FORCES
Section 1. Executive Committee.
(a) Composition. The Executive Committee consists of the Officers. The Chief Executive Officer is invited to attend and participate in all meetings, without vote, of the Executive Committee, except those held in executive session. The President serves as the chair of the Executive Committee.
(b) Authority. The Executive Committee has the authority to perform the business and functions of HPNA in between meetings of the Board, except as otherwise set forth in the Articles of Incorporation, these Bylaws, or the Law, reporting to the Board any action taken; but the delegation of authority to the Executive Committee does not operate to relieve the Board or any individual Officer or member of the Board of any responsibility imposed by law.
(c) Action Outside of a Meeting. If the Executive Committee is voting, approving a resolution or taking any other action on any matter outside of a meeting (i.e., the Executive Committee is voting by mail, email, electronically or other means acceptable under the Law), such resolution or action must be unanimously approved by all of the members of the Executive Committee entitled to vote with respect to the subject matter thereof.
Section 2. Governance Committee.
(a) Composition. The President shall appoint members of the Board of Directors to serve on the Governance Committee. In addition, the Chair of the Governance Committee may appoint up to three (3) additional Voting Members to serve on the Governance Committee. The Past President shall serve as the Chair of the Governance Committee. Members of the Governance Committee shall serve a one (1) year term on the committee and may serve consecutive terms on the Governance Committee.
(b) Responsibility. The Governance Committee will solicit and recommend a slate of qualified candidates to the Board of Directors for appointment or to stand for election to fill each seat on the Board of Directors that is either vacant or set to expire.
Section 3. Other Committees.
The President and/or Board of Directors may appoint such standing, ad hoc, advisory, or other committees or task forces (collectively, “committees”) as are necessary or appropriate in the exercise of its authority and responsibility as set forth in these Bylaws. The action establishing such a committee shall set forth the committee’s purpose, authority, and required qualifications for membership on the committee. The Board, or its designee(s), will determine the composition of HPNA Board committees and the term of its members; provided, however, that a majority of all members of any committee having the authority of the Board must be members of the Board.
Section 4. Committee Governance.
(a) Chair. Unless otherwise provided by these Bylaws or the action establishing the committee, one member of each committee will be appointed chairperson of the committee by the President or such other person or persons authorized to appoint the members of the committee. Committee chairpersons may succeed themselves if so requested by successive Presidents or such other person or persons authorized to appoint the chair.
(b) Quorum and Manner of Acting. Unless otherwise set forth herein, at all meetings of any committee, a majority of the members thereof shall constitute a quorum for the transaction of business. A majority vote by committee members present and voting at a meeting at which a quorum is present shall be required for any action. Unless otherwise specified, committee members shall serve a one (1) year term in office and may serve consecutive terms on the such committees.
(c) Committee Vacancies. Except as otherwise provided herein, vacancies in the membership of a committee shall be filled by appointments made in the same manner as the original appointments to that committee.
(d) Policies and Procedures. The Board of Directors shall develop and approve general policies and procedures for the operating of all committees. All HPNA Board committees, with the exception of the Executive Committee, shall report to the Board of Directors.
ARTICLE IX: ELECTRONIC MEETINGS & COMMUNICATION
Section 1. Meetings.
Any action to be taken at a Board of Directors, Member, or committee meeting may be taken through the use of a conference telephone, video conference, or other communications equipment by means of which all persons participating in the meeting can communicate with each other simultaneously. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of an electronic meeting must be delivered at least twenty-four (24) hours prior to the meeting.
Section 2. Actions & Notice.
Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.
ARTICLE X: FINANCE
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents of HPNA, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of HPNA, and such authority may be general or confined to specific instances.
Section 2. Payment of Indebtedness.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of HPNA shall be signed by such officer or officers, agent or agents of HPNA and in such manner as shall be determined by action of the Board of Directors.
Section 3. Deposits
All funds of HPNA shall be deposited to the credit of HPNA in such banks, trust companies, or other depositories as the Board of Directors or their designee(s) may select.
Section 4. Bonding.
The Board of Directors may provide for the bonding of such officers and employees of HPNA as it may determine is necessary and/or appropriate.
Section 5. Gifts.
The Board of Directors may accept on behalf of HPNA any contribution, gift, bequest, or devise for the general purposes or for any special purpose of HPNA.
Section 6. Books and Records.
HPNA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and any committees having the authority of the Board of Directors.
Section 7. Annual Audit.
The Board of Directors may, in their discretion, provide for an annual audit of the financial records of HPNA by a certified public accountant. A report of the financial condition of HPNA shall be made to the membership of HPNA annually.
Section 8. Fiscal Year.
The fiscal year of HPNA shall be determined by the Board of Directors.
ARTICLE XI: INDEMNIFICATION
HPNA shall indemnify all past and present officers, directors, employees, committee, members, and all other volunteers of HPNA to the full extent permitted by the Law and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined by the Board of Directors.
ARTICLE XII: WAIVER OF NOTICE
Whenever notice is required to be given under applicable law, the Articles of Incorporation or these Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII: AMENDMENTS
These Bylaws may be amended, altered or repealed and new Bylaws may be adopted by a two-thirds vote of the entire Board of Directors at any regular or special meeting of the Board at which a quorum is present.
ARTICLE XIV: DISSOLUTION
In the event of the dissolution of HPNA, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of HPNA, dispose of all of the remaining assets of HPNA (except any assets held by HPNA upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusively for the purposes of HPNA in such manner, or to such organization or organizations as shall at the time qualify as a tax-exempt organization or organizations recognized under Sections 501(c)(3) or 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding provisions of any future United States Internal Revenue statute, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of HPNA is then located, exclusively for such purposes in such manner, or to such organization or organizations that are organized and operated exclusively for such purposes, as said court shall determine.