AMENDED AND RESTATED BYLAWS
HOSPICE AND PALLIATIVE NURSES FOUNDATION
Amended and Restated 1/7/2022
NAME
The name of the corporation shall be Hospice and Palliative Nurses Foundation (the “Foundation”), incorporated under the Pennsylvania Nonprofit Corporation Law of 1988 (the “Law”) on June 11, 1998.
PURPOSE
The Foundation is a corporation organized under the Law and shall at all times be operated exclusively for charitable, scientific, and educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as it is now in effect or as it may hereafter be amended (the “Code”), including but not limited to the purpose of providing educational and scientific support to nurses and other healthcare professionals involved in hospice and palliative care. (All references to sections of the Code set forth herein shall include the corresponding provisions of any subsequent federal tax law and regulations promulgated pursuant thereto). Further, the Foundation is to be operated as a Type 1 Supporting Organization that supports the Hospice and Palliative Nurses Association and the Hospice and Palliative Credentialing Center, Inc., as the Hospice and Palliative Nurses Association and Hospice and Palliative Credentialing Center, Inc., operate, supervise, or control the company, pursuant to Section 509(a)(3) of the Code.
REGISTERED OFFICE AND AGENT
The Foundation shall have and continuously maintain in the State of Pennsylvania a registered office and a registered agent as required by the Law, and the registered agent and office may be changed from time to time by the Board.
BOARD OF DIRECTORS
General Powers. The affairs of the Foundation shall be managed by a Board of Directors (hereinafter, the “Board” or “Board of Directors”), which shall supervise, control, and direct the business and affairs of the Foundation; 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.
Composition. The Board of Directors shall consist of a minimum of seven (7) members, as determined by the Board from time to time (each referred to herein as a “director”); provided, however, a majority of the members of the Board must be comprised of individuals who also serve on the Board of Directors of the Hospice and Palliative Nurses Association, a California nonprofit corporation (“HPNA”). The Chief Executive Officer shall be invited to attend and participate in all meetings of the Board of Directors, except those held in executive session.
Election. The HPNA Board of Directors shall elect the Board of Directors and shall take action on an annual basis (as necessary) to fill expired terms and unfilled vacancies. Elections may be held at any regular or special meeting of the HPNA Board called for such purpose, as determined by the HPNA Board.
Term. A director’s term of office shall begin January 1 of the year following election. Directors shall serve a three (3)-year term in office or until such time as their successors are duly elected, qualified, and take office, or until their death, resignation, or removal. Notwithstanding the foregoing, the officers shall remain on the Board for so long as necessary to complete their terms in office. The terms of directors shall be staggered to provide continuity of service, such that approximately one-third (1/3) of the total number of directors take office each year. No director may serve more than two (2) consecutive terms in office.
Regular Meetings. The Board of Directors shall provide by resolution the time, date, and place for the holding of an annual meeting and additional regular meetings without notice other than such resolution.
Special Meetings. Special meetings of the Board of Directors may be held at any time on the call of the President, or upon a written request to the President by any three (3) of the directors. Special meetings of the Board may be held at such place as shall be specified or fixed in the call for such meeting or notice thereof.
Notice of Meetings. Notice of special meetings shall be delivered by or at the direction of the Secretary to each director not more than forty (40) and not less than seven (7) days before the day on which the meeting is to be held. Notice may be waived in writing by a director, either before or after the meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where the director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board need be specified in the notice or waiver of notice of such meeting unless otherwise required by the Law, the Articles of Incorporation, or these Bylaws.
Quorum and Manner of Acting. A majority of the members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required by the Law, the Articles of Incorporation, or these Bylaws.
Action without a Meeting. Any action which is required by the Law, the Articles of Incorporation, or these Bylaws to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if such action is unanimously approved by all of the Directors entitled to vote with respect to the subject matter thereof. Any such approval (whether obtained electronically or in a writing signed by all of the directors) shall have the same force and effect as a unanimous vote at a duly called and constituted meeting of the Board of Directors.
Meeting by Communications Equipment. Directors may participate in and act at any meeting of the Board through the use of a conference telephone, video conference, or any other means of communication by which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, any regular or special meeting to be held by means of remote communication (i.e., by conference call, video conference, or other means) may be held upon a minimum of twenty-four (24) hours’ prior notice.
Resignation. A director may resign at any time by giving written notice of resignation to the President. Such resignation shall take effect upon delivery of written notice unless a different effective date is specified in the notice. If the resignation is effective on a future date, the Board may, in its discretion, accelerate the effective date of such resignation.
Removal. A director may be removed from office at any time by the HPNA Board of Directors whenever, in their judgment, the best interest of the Foundation would be served thereby.
Declared Vacancy. The office of any director who fails to attend two (2) successive regular meetings of the Board without the President’s prior written approval may be declared vacant by a majority vote of the Board.
Vacancies. Any vacancy occurring in the Board of Directors for any reason shall be filled by the Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office and until his or her successor shall have been duly elected, qualified, and take office.
OFFICERS
Composition. The officers of the Foundation shall be a President, President-Elect, Secretary-Treasurer, and Past President (collectively, the “officers” and each an “officer”). In addition, the Board of Directors shall elect or appoint such other officers as it deems desirable, who shall have the authority to perform the duties prescribed from time to time by the Board of Directors.
Eligibility. Only current members of the Board of Directors who have served at least one (1) year on the Board are eligible to serve as officers of the Foundation. Only current members of the Board who have served at least two (2) years on the Board are eligible to serve as President.
Election. Officers shall be elected by the Board. Elections may be held at any regular or special meeting of the Board called for such purpose, as determined by the Board.
Term. The officers shall hold office for a one (1)-year term or until such time as their successors have been duly elected, qualified, and take office, or until their death, resignation, or removal. Officers may serve up to two (2) consecutive terms in office. No person may hold more than one (1) office simultaneously.
Duties. The officers shall perform those duties prescribed or authorized by the Articles of Incorporation, these Bylaws, the Board, and the duties specified in the Board Manual.
President. The President shall be the principal executive officer of the Foundation and shall preside at all meetings of the Board of Directors and the Executive Committee. The President shall, in general, supervise and control all the affairs of the Foundation, subject to the direction and control of the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except documents the execution of which shall be expressly delegated by Law, the Articles of Incorporation, these Bylaws, or the Board of Directors to some other officer or agent of the Foundation. The President shall, in general, perform all duties customarily incident to the office of president and such other duties as may be prescribed from time to time by the Board of Directors. The President shall succeed to the office of Immediate Past President upon completion of their term in office.
President-Elect. The President-Elect shall assist the President in the discharge of the duties of the President as the President may direct and shall perform such other duties as may be assigned from time to time by the President or the Board of Directors. In the absence of the President or in the event of the President’s inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall succeed to the office of President upon the completion of the President’s term in office.
Secretary-Treasurer. The Secretary-Treasurer shall have the responsibility of keeping minutes of the meetings of the Board of Directors in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with the Law, the Articles of Incorporation, and these Bylaws; shall be the custodian of all records and reports of the Foundation; shall be the principal accounting and financial officer of the Foundation and have charge of and be responsible for the maintenance of adequate books of account for the Foundation; shall have charge and custody of all funds and securities of the Foundation, and be responsible therefor, and for the receipt and disbursement thereof; shall deposit all funds and securities of the Foundation in such banks, trusts, or other depositories as may be designated by the Board; shall have an annual audit or review (as directed by the Board) of the Foundation’s books conducted by an accounting firm; and in general shall perform all of the duties customarily incident to the officed of secretary and treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors. The duties of the Secretary-Treasurer may be assigned by the Board in whole or in part to the Chief Executive Officer or their designee(s), or to such other person(s) as the Board may designate.
Immediate Past President. The Immediate Past President shall chair the Governance Committee and perform such other duties as the Board or President may prescribe.
Vacancies. In the event a vacancy occurs in the office of President because of death, resignation, removal, disqualification, or any other cause, the President-Elect shall succeed to the office of President for the remainder of the term, and the office of President-Elect shall remain vacant. Should a vacancy occur in the office of both President and President-Elect, the Board shall appoint a President pro tempore to fill the remainder of the President’s term. Any vacancy in any other officer position because of death, resignation, removal, disqualification, or any other cause shall be filled by the Board of Directors at an annual or regular meeting or at a special meeting called for such purpose.
Removal of Officer. Any officer may be removed from office, with or without cause, at any time by a majority vote of all the members of the Board.
Chief Executive Officer. The administrative and day-to-day operation of the Foundation shall be performed by a salaried staff head employed or appointed by, and responsible to, the HPNA Board of Directors. The salaried staff head shall have the title of Chief Executive Officer. The Chief Executive Officer shall have the authority to execute contracts on behalf of the Foundation and as approved by the Directors. The Chief Executive Officer may carry out the duties of the Secretary-Treasurer and perform such other duties as may be specified by the Board of Directors. The salaried staff head shall employ and may terminate the employment of members of the staff necessary to carry out the work of the Foundation.
Executive Committee. The Executive Committee shall consist of the President, President-Elect, Secretary-Treasurer, and Immediate Past President. The Chief Executive Officer shall be invited to attend and participate in all meetings of the Executive Committee, except those held in executive session.
The Executive Committee shall have the authority to carry out the business and functions of the Foundation between meetings of the Board of Directors, except as otherwise set forth in these Bylaws or the Law, reporting to the Board of Directors any such action taken. The delegation of authority to the Executive Committee shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed by Law.
The Executive Committee shall meet in person or by conference call upon the request of the President or a majority of the members of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any duly called meeting of the Executive Committee; provided, that, if less than a quorum is present at said meeting, a majority of the members present may adjourn the meeting without further notice. The act of a majority of the members present at a duly called meeting at which a quorum is present shall be the act of the Executive Committee.
Board Committees. The Board of Directors, by resolution adopted by a majority of the directors then in office, may designate one or more committees, each of which shall consist of a majority or more Directors, which to the extent provided in said resolution shall have and exercise the authority of the Board of Directors in the management of the Foundation and be charged with certain duties as outlined in general policies and procedures adopted by the Board; provided, however, that the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual directors of any responsibility imposed by Law.
Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Foundation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee need not be directors of the Foundation.
Quorum and Manner of Acting. Unless otherwise provided in these Bylaws or the appointment by the Board requires a greater number, a majority of any committee shall constitute a quorum, and the act of a majority of committee members present and voting at a meeting at which a quorum is present shall be the act of the committee.
Participation at Meetings by Conference Phone or Other Communications Equipment. Committee members may participate in and act at any committee meeting 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. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Meetings of Committees. Subject to action by the Board of Directors, each committee by majority vote of its members shall determine the time and place of meetings and the notice required therefor.
Informal Action. Any action required to or which may be taken at a meeting of a committee may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the committee members either in writing or electronically (email vote is acceptable). Where such action is being taken by a committee designated under Article VII, Section 3 of these Bylaws, a written consent signed by a simple majority of all committee members shall be sufficient.
Policies and Procedures. The Board of Directors shall adopt general policies and procedures for the operation of the Board and all committees.
PERSONAL LIABITY AND INDEMINIFICATION
Personal Liability of Directors. To the fullest extent that the Law, as now in effect or as hereafter amended, permits elimination or limitation of the liability of directors, no director of the Foundation shall be personally liable for monetary damages as such for any lawful and reasonable action taken, or any failure to take any action, as a director.
Indemnification. Directors and officers of the Foundation shall be indemnified as of right to the fullest extent now or hereafter permitted by the Law in connection with any actual or threatened civil, criminal, administrative, or investigative action, suit, or proceedings (whether brought by or in the name of the Foundation or otherwise) arising out of their service to the Foundation or to another organization at the request of the Foundation. Persons who are not directors or officers of the Foundation may be similarly indemnified in respect of such services to the extent authorized at any time by the Board. The Foundation will maintain insurance to protect itself and any such director, officer, or other person against any liability, cost, or expense incurred in connection with any such action, suit, or proceedings.
ELECTRONIC COMMUNICATION
Unless otherwise prohibited by the 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 other action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.
AMENDMENTS
These Bylaws may be amended, altered, or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors present and voting at any regular or special meeting of the Board of Directors at which a quorum is present, subject to the prior approval of such amendments by the HPNA Board of Directors.
DISSOLUTION
Upon the dissolution of the Foundation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Foundation, dispose of all of the assets of the Foundation (except any assets held by the Foundation 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 to or for the benefit of HPNA to be used exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Code (or the corresponding provision of any future United States internal revenue statute) or to such organization or organizations which are then qualified as exempt within the meaning of Section 501(c)(3) of the Code (or the corresponding provision of any future United States internal revenue statute) (but only if the purposes and objectives of such organization[s] are similar to the purposes and objectives of the corporation), as the Board of Directors, subject to the approval of HPNA, shall determine. Any assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the dissolving Foundation is then located, to be used in such manner as in the judgment of such court will best accomplish the general purposes for which the Foundation was organized.