PURPOSE AND GOALS

The PNAOF, a nonprofit organization that is tax exempt under section 501C-3 of the Internal Revenue Code, focuses on development programs in support of the objectives of PNAO, health and well-being for all.

The goals of the Foundation shall include, but will not be limited to the following:

1. Provide an organizational structure and establish mechanisms to acquire, allocate, disburse, and manage development resources.

2. Plan, and implement, and evaluate these mechanisms.

THE BOARD OF TRUSTEES

The governing body of the Foundation shall be the Board of Trustees, hereinafter referred to as Board of Trustees, which shall consist of the three (3) elected and appointed officers, and the five (5) elected Board Members. The Board of Trustees shall have fiduciary responsibility and authority over the affairs of the Foundation.

Section 1. Composition of the Board of Trustees:

The Board of Trustees shall consist of eight (8) trustees: three (3) shall be elected Officer Trustees, five (5) elected Board Members.

A. The three (3) elected Officer Trustees are the President, Secretary, and Treasurer.

Section 2. Duties:

A. Directs the operational and financial affairs of the Foundation.

B. Establishes the tone, image, and policies of the Foundation.

C. Elects and appoints the Officer Trustees and Trustees of the Foundation.

D. Reviews recommendations of the President and Committee Chairpersons and determines courses of action to be taken.

E. Reviews and authorizes proposed publications as they affect the purposes, goals, and philosophy of the Foundation.

F. Suspends or expels members of the Board of Trustees for due cause.

G. Fills vacancies in the Board of Trustees.

H. Authorizes the formulation and awarding of contracts.

I. Authorizes the representation and participation of the Foundation in activities other than the nonprofit activities and functions of the Foundation.

J. Fosters growth and development of the Foundation.

K. Reviews, amends, and ratifies the PNAOF Bylaws.

L. Performs other duties and exercises authority as deemed necessary for the interest of the organization.

M. Endorses within sixty (60) days all PNAOF documents relevant to each office, to the incoming elected and appointed Board of Trustees members.

N. Sets the short-term and long-term goals of the Foundation.

O. Appoints and terminates Ad-Hoc Committee (s) and Chairs of Ad-Hoc and Standing Committees.

OFFICERS AND DUTIES

Section 1. The duties of the Officer Trustees shall be implied by the inherent nature of their respective titles, and all such duties as specified in the Bylaws.

A. President:

- Serves as the Chief Executive Officer of the PNAOF.

- Serves as the Chairperson of the Board of Trustees, and as an ex-officio member of the standing committees except for the Nominations and Elections Committee.

- Presides at all business meetings of the PNAOF.

- Is responsible to the Board of Trustees and shall have their approval for the activities of PNAOF.

- Recommends Ad-Hoc Committee (s) and chairpersons of Ad-Hoc and Standing Committees to the Board of Trustees for appointment and or termination.

- Signs and countersigns all official documents.

- Represents PNAOF at meetings and functions of other organizations or designates an alternate.

- Responsible for giving the Annual Report of PNAOF activities to all members of PNAO and PNAOF.

B. Secretary:

- Records the proceedings of all business meetings.

- Sends and distributes approved minutes to the Board of Trustees within thirty (30) days after the meeting.

- Excerpts and submits pertinent data to respective Committee Chairpersons.

- Preserves in a permanent file all reports and records, including Bylaws and Standing Rules of the Foundation.

- Assists the President in preparing the Annual Report of the PNAOF.

C. Treasurer:

- Is responsible for the financial affairs of the PNAOF and serves as the Chairperson of the Budget and Finance Committee.

- Keeps records of all receipts and disbursements as designated by the Board of Trustees.

- Carries banking transactions as designated by the Board of Trustees.

- Issues checks of the Foundation countersigned by the President for purposes approved by the Board of Trustees.

- Assists in the direction of fundraising activities.

- Presents financial records for examination by designated auditors.

- Reports the financial standing of the PNAOF to the Board of Trustees at Board meetings.

D. Board of Trustee members:

- Acts as a chairperson or member of an Ad-Hoc and/or Standing Committee (s).

- Performs other functions as designated by the Board of Trustees.

MEETINGS-QUORUM

Section 1. Meetings

A. Regular meetings: The Board of Trustees shall meet every month after every PNAO meeting.

B. Special meetings: Special meetings of the Board of Trustees shall be called by the President or upon request from at least three (3) members of the Board of Trustees, no later than ten (10) days prior to the scheduled date of meeting. This can be held through the best available technology resource.

Section 2. Quorum

A. Fifty percent (50%) of the PNAOF Board of Trustees shall constitute a quorum.

NOMINATIONS AND ELECTIONS, TERMS AND VACANCIES

Section 1. Nominations and Elections Committee

A. The Nominations and Elections Committee shall consist of two (2) persons who are Board of Trustees members and chaired by one of the two.

B. The Chairperson shall be appointed by the Board of Trustees.

C. Duties and responsibilities:

a. Solicits nominees from qualified PNAO members who are willing to serve as Board of Trustees.

b. Prepares the list of candidates accompanied by their written consent to serve and their CV to be submitted to the Board of Trustees for information and review sixty (60) days prior to election via email.

c. Prepares and issues the official ballot directly to the PNAOF Board of Trustees via regular mail forty-five (45) days before the election.

d. Receives all returned ballots no later than ten (10) days prior to the election.

e. Appoints a three (3) Teller Committee (from PNAO), who are not members of the Nomination and Elections Committee. This committee shall officiate at the election proceedings and oversee the tallying ballots.

f. Announces election results.

g. Destroys ballots thirty (30) days after election upon approval or motion of the PNAOF Board of Trustees.

Section 2. Elections

A. Elections shall be initially held in the Year 2011 and every two (2) years thereafter.

B. Each election shall be held to elect the three (3) Officer Trustees of the Board of Trustees, and five (5) of the Board of Trustees members.

C. All Trustees of the PNAOF shall be designated voters in PNAOF elections.

D. Ballots shall be returned by mail and received by the Nominations & Elections Committee, no later than ten (10) days prior to Election Day.

E. Plurality elects. In the case of a tie, choice shall be by lot.

Section 3. Eligibility to Serve in an Elected Capacity

A. All nominees shall be PNAO members who are of good standing, have participated actively in PNAO activities at the national and or chapter level and who have actively participated in civic, professional, business, and volunteer organizations at the national and or local levels.

B. All candidates shall sign and submit the Consent to Serve form including a current CV.

C. To serve as President, the nominee shall be a member of PNAO for at least one (1) year and of good standing.

D. A nominee shall be a candidate for only one office at any given time. If currently holding an elected PNAOF office, the nominee shall not be a candidate for another office, unless the current office term expires at the time of election.

Section 4. Terms of Office

A. Trustees shall serve a two (2) year term.

B. Trustees can be re-elected after their first two (2) year term, and every 2 years thereafter.

Section 5. Vacancies

A. Vacancies due to inability or ineligibility of the incumbent to perform duties of the office, or the incumbent’s removal from office, shall be filled in the following manner:

a. President: Any Board of Trustees can assume office

b. The Board of Trustees shall fill all other vacancies.

c. Anyone filling any vacancy shall serve for the remainder of the term.

Section 6. Removal from Office

A. Trustees shall be reprimanded, censured, suspended, or terminated from office for the following reasons:

a. Violating the PNAOF Bylaws.

b. Misconduct or neglect of duties of the office held.

c. Absence for more than one (1) year of the regular meetings, and or

d. Any behavior deemed injurious to the PNAOF.

B. No action shall be taken against any Trustee of the Board, until he or she has been advised of the specific charges, given reasonable time to prepare a response, and afforded a fair hearing process before the Board of Trustees.

C. A two-thirds (2/3) vote of the Board of Trustees shall validate the justification for removal from the office of the concerned Trustee and the Board’s decision and action for termination.

Section 7. Monetary Compensation

A. The Trustees of the PNAOF shall not receive, nor shall be entitled to a salary, or any form of compensation for serving in their elected and appointed office.

COMMITTEES

Section 1. The Standing Committee of the Foundation shall be:

A. Awards, Scholarship, & Fellowship

B. Budget & Finance

C. Bylaws

D. Nominations & Elections

E. Grants, Research & Education

F. Development & Fundraising

G. Policy & Procedure

H. Public Relations

Section 2. Appointment of Committee Chairpersons and Members

A. The Board of Trustees shall appoint the Chairpersons.

B. The President, with the approval of the Board of Trustees, shall appoint members of the Standing Committees.

C. Each committee shall consist of a chairperson, who is a Trustee of the Board, and at least one (1) other Board of Trustee member.

Section 3. Committee Responsibilities

A. Award, Scholarship, and Fellowship:

a. Publishes the qualifications of candidates, and the criteria for awards, scholarships, and fellowships.

b. Reviews and analyzes the application of the candidates.

c. Selects the awardees and recommends them to the Board of Trustees for approval.

d. Recognizes contributors to PNAOF resources.

B. Budget & Finance:

a. Prepares and annual budget for approval by the Board of Trustees prior to the annual meetings.

C. Bylaws, Policy & Procedure:

a. Presents the proposed amendments to the Board of Trustees for review, approval, and ratification.

b. Establishes guidelines and procedure so that policies are implemented in a consistent manner.

c. Reviews and updated the Policy and Procedure Manual at the start of the new term of PNAOF elected and appointed officers.

D. Nominations & Elections:

a. Refer to Article VI, section 1-6. 9

E. Grants, Research, and Education:

a. Reviews all requests and applications for research grants.

b. Applies for appropriate grants to provide funding for approved research projects.

c. Insures that approved research investigators shall follow policies and procedure established for the protection of human subjects and shall meet the requirements of any outside funding agencies.

d. Monitors and evaluates the progress of any ongoing PNAO or PNAOF research projects.

e. Plans and implements educational programs to meet the needs of PNAO and PNAOF members.

f. Maintains PNAOF’s CE provider entity if applicable.

F. Development & Fundraising:

a. Explores financial resources to promote the interests of the Foundation.

b. Plans fundraising activities

c. Implements projects to raise revenues to augment the PNAOF Treasury.

G. Public Relations-Marketing

a. Explores means of promoting a positive professional image of PNAOF.

b. Submits press releases approved by the Board of Trustees to the news media.

c. Disseminates information regarding programs and activities to the PNAO and PNAOF membership and other organizations as appropriate.

Section 4. Committee Reports

A. Each Committee Chairperson shall submit a written report on committee activities and accomplishments at the annual meetings.

FISCAL YEAR

Section 1. The fiscal year of the Foundation shall coincide with the calendar year

AMENDMENTS

Section 1. Amendments to the Bylaws

A. Shall be submitted to the Board of Trustees for consideration, by petition from at least two (2) members, at least ninety (30) days prior to the annual meeting.

Section 2. Proposed Amendments

A. After having been considered and recommended by the Board of Trustees, the amendments shall be presented by mail to current PNAOF Trustees, thirty (30) days prior to the annual meeting when such proposed amendments shall be vote upon.

Section 3. Voting of Amendments

A. Amendments to these Bylaws shall be voted upon for ratification at the annual meetings

B. It shall be ratified by a two-thirds (2/3) majority vote of Trustees present and voting and shall take effect immediately upon ratification.

DISSOLUTION

Section 1. Dissolution

A. In the event of dissolution of the PNAOF, the Trustees shall be notified at least thirty (30) days prior to voting for dissolution.

B. A two-thirds (2/3) majority vote of the Trustees present, and voting shall approve the dissolution of the PNAO Foundation, Inc.

C. The resolution of Foundation liabilities,

D. The selection of non-profit organizations that shall receive the remaining PNAOF funds and fixed assets.

NON-DISCRIMINATORY POLICY

Section 1. Non-discriminatory policy

A. The PNAOF shall not discriminate against any applicant based on race, creed, age, sex, sexual orientation, religion, and disability.

B. All such individuals shall be judged solely based on competence and performance.

PARLIAMENTARY AUTHORITY

Section 1. Parliamentary Authority

A. Robert’s Rule of Order, New Revision, shall govern the PNAOF in all cases not covered by these Bylaws.