Adopted June 3, 2006
Article I. NAME
The name of the corporation is THE NATIONAL ACADEMY OF PUBLIC ADMINISTRATION (hereafter referred to as “the Corporation”).
Article II. PURPOSE
The Corporation has been organized as a nonprofit corporation under the District of Columbia Nonprofit Corporation Act (hereafter “Nonprofit Corporation Act”) to operate exclusively for charitable, educational and scientific purposes, as more fully set forth in its Articles of Incorporation.
Article III. OFFICES AND REGISTERED AGENT
- The principal office of the Corporation, and such other offices as it may establish, shall be located at such place or places, either within or without the District of Columbia, as may be designated by the Board of Directors (hereafter “the Board,” or “Directors”).
- The Corporation shall continuously maintain within the District of Columbia a registered agent and registered office in compliance with the Nonprofit Corporation Act.
Article IV. MEMBERSHIP
- Categories of Academy Membership.
(a) Fellows. Members of the Corporation shall be called “Fellows.” Criteria for election as a Fellow of the Corporation shall be; (1) significant administrative experience with evidence of sufficiently broad interests and reflective nature to interpret experience in a meaningful way, or (2) substantial scholarly contributions to public administration, or (3) other significant experience in the field of public affairs accompanied by a special interest in, and understanding of, the field of public administration, and (4) demonstrated concern for the advancement of public administration and evidence of capacity and desire to contribute to it, (5) adherence to the highest ethical standards; and (6) willingness and ability to participate in and contribute to the work of the Corporation.
(b) Senior Fellows. A Fellow who shall have reached the age of 65 years, and who by personal definition is retired from regular employment, upon written request shall be enrolled as a Senior Fellow. A Fellow who reaches the age of 75 shall automatically become a Senior Fellow. Senior Fellows do not have an obligation to pay dues. Senior Fellows shall enjoy all the rights and privileges of full membership including the right to vote, notwithstanding any other provisions of the Bylaws. Senior Fellows shall retain a lifetime membership in the Corporation. Hereafter in these Bylaws, the terms “Fellow” and “Fellows” shall include Senior Fellows unless expressly indicated to the contrary.
(c) Honorary Fellows. In addition to such persons as may be Honorary Fellows of the Corporation at the time of adoption of these Bylaws, the Board is authorized, upon its own motion adopted by a vote of two-thirds of the entire Board, to elect as Honorary Fellows persons who have distinguished themselves in public administration or through outstanding contributions to the objectives and purposes of the Academy. No more than five persons shall be so elected as Honorary Fellows in any one year. Honorary Fellows have the right to receive notice of and attend and participate in all membership meetings but do not possess voting rights and may not serve as Directors of the Corporation.
Election of Fellows.
(a) The number of Fellows, exclusive of Senior Fellows, shall not exceed six hundred. The maximum number of new Fellows to be elected by the membership each year shall be determined annually by the Board. In determining that number the Board shall insure that progress toward the limit on the number of Fellows will be accomplished in an orderly fashion.
(b) Nominations for new Fellows shall be made annually by a Fellow Nominating Committee appointed pursuant to Article VI, Section 1(d) of these Bylaws. Any Fellow may submit in writing, in such form and with such supporting material as the Fellow Nominating Committee may prescribe, not more than five proposed nominations for new Fellows in any one year. The Fellow Nominating Committee shall fix the closing date for receipt of proposed nominations and may consider other names proposed by members of the Fellow Nominating Committee. Thereafter, the Fellow Nominating Committee shall list on a ballot the nominations of a number of persons which may exceed by fifty percent the number of persons to be elected by the Fellows into Academy membership in any one year, provided that such persons have expressed their willingness to participate in and contribute to the work of the Corporation.
(c) The Board or a committee thereof shall prescribe the form of the ballot, the rules for its distribution to the membership and for tabulation of returns. Each Fellow may vote for as many persons as are to be elected in each year. Thirty-five percent of the Fellows must participate in the voting for a valid election. Those nominees who receive the highest number of votes shall become Fellows-Elect, provided that they receive at least 35% of the votes cast. Fellows-Elect shall become Fellows upon their participation in an annual or special meeting of the membership, or in a Standing Panel or study project or other official activity of the Academy, provided that such participation occurs within three years of their election.
(d) In tabulating the votes for nominees, persons shall be declared elected in the descending order of the number of votes received; and if two or more such persons receive the same number of votes for the last place to be filled, the Board shall designate which of such persons shall become a Fellow-Elect.
(e) The Board is authorized to elect each year from the regular ballot of nominees, after the annual election, not more than five additional new Fellows-Elect.
(a) Annual Meeting. Annual meetings of the membership shall be held at such time and place as shall be determined by the Board. At the annual meeting, the membership may transact any business within the powers of the Corporation. Any such business may be transacted at the annual meeting without being specifically designated in the notice, except such business as is specifically required by statute to be stated in the notice.
(b) Special Meetings. Special meetings of the membership may be held at any time in the interval between annual meetings at such time and place as the Board may determine.
(c) Notice for Membership Meetings. Not less than ten or more than ninety days before the date of every meeting, the Secretary shall cause to be given to each Fellow entitled to vote at such meeting written notice stating the time and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, either personally or by mail. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Fellow at the postal address as it appears on the records of the Corporation, with postage prepaid. Business transacted at any special meeting of the membership shall be limited to the purposes stated in the notice.
(d) Quorum for Meetings. At any meetings of the membership, the presence in person of one-fourth of the Fellows shall constitute a quorum. If, however, such quorum shall not be present at any meeting of the membership, the Fellows entitled to vote, present in person, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall later come to be present any business may be transacted which might have been transacted at the meeting as originally noticed.
(e) Decisions by the Membership. A majority of the votes of Fellows cast at a meeting of the membership, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority of the votes cast is required by the statute or by the Bylaws.
- Vote of the Membership.
(a) Authority to Vote. Each Fellow shall be entitled to one vote on each matter submitted to a vote of the membership except as otherwise provided in these Bylaws.
(b) Method of Vote. Fellows may not vote by proxy. Any vote may be conducted by mail, telephone call, telegram, cablegram, electronic mail, or any other means of electronic or telephonic transmission provided that the Fellow shall state, or submit information from which it can be determined, that the method of voting chosen was authorized by the Fellow. Any vote conducted by such a mechanism shall constitute a “meeting” for purposes of the requirements of these Bylaws. Any or all of the Fellows may participate in a meeting of the Fellows by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and such participation shall constitute presence in person at the meeting.
- General Ethical Standards.
Fellows, as members or supporters of the public service, are expected to: (1) adhere to the highest standards of personal integrity, honesty, and decent human behavior; (2) avoid situations in which personal gain appears to be in conflict with official or professional duties; (3) support, promote, and practice respectful and nondiscriminatory treatment of other persons; (4) comply with generally accepted high standards of valid, honest, and responsible scholarship; (5) respect and protect privileged information; and (6) comply fully with all laws, rules and standards relevant to the occupation concerned.
- Removal of Fellows for Cause.
The Board has authority to remove from membership Fellows found by it to have violated the Academy’s ethical standards. Information concerning an alleged violation by a Fellow may be submitted by another Fellow to the Board for its consideration. The Fellow under investigation shall be given a fair hearing. After consideration of all facts, the Board shall take action and notify the Fellow concerned.
- Nonpayment of Dues.
The Treasurer shall report to the Board annually the names of any Fellows (not including Senior Fellows) who have failed to pay their dues for a period of three years, and who fail after appropriate notice to meet the dues-paying obligation. The Board shall consider the removal of such Fellows.
Article V. BOARD OF DIRECTORS
- General Powers.
Management and conduct of the affairs of the Corporation shall be vested in and controlled by its Board. The members of the Board shall be referred to as “Directors.” The President of the Corporation shall be a non-voting member of the Board but shall not participate in matters dealing with his or her employment, compensation, and/or performance evaluation. The Board shall possess, and may exercise, any and all powers granted to the Corporation under the District of Columbia Nonprofit Corporation Act and under its Articles of Incorporation, subject, however, to the limitations set forth in said Articles and these Bylaws.
The number of Directors on the Board eligible to vote shall be eighteen. The Board shall insure that the process for nomination and election of Board members shall be accomplished in an orderly fashion. Such number may be increased or decreased from time to time by amendment to these Bylaws, provided, however, that the number of Directors comprising the Board shall never be reduced to less than seven and provided, further, that no reduction in the number of Directors shall have the effect of shortening the term of any Directors in office at the time such amendment becomes effective. In the event the number of Directors is increased or decreased, the number of Directors to be elected in each of the next three years shall be as nearly equal as possible.
Directors shall be Fellows, but need not be residents of the District of Columbia.
- Election and Term.
Each year the Fellows shall elect Directors to replace those whose terms then expire, and such Directors shall hold office for three years or until successors are elected and qualified. The Board Nominating Committee, appointed pursuant to Article VI, Section 1(e) of these Bylaws, shall make nominations for the Directors. The Board Nominating Committee shall select the number of nominees equal to the forthcoming vacancies on the Board. The slate of nominees shall be mailed to the membership not less than 90 days before the ballot closing date fixed by the Board with a biographical statement of each nominee. Fellows may nominate one or more candidates for election to the Board by petition. Each such petition shall be signed by at least ten Fellows and forwarded to the President no later than 60 days in advance of the ballot closing date. Whether or not additional nominees are submitted by petition, a mail ballot shall be sent no later than 30 days in advance of the ballot closing date to the membership including biographical information on all nominees. Each Fellow may vote for no more candidates than the number of Board seats that are open. Ballots shall be returned to the President by the ballot closing date. The nominees receiving the most votes up to the vacant number of positions shall be declared elected. No Fellow shall be elected as a Director for more than two consecutive terms.
- Resignation and Removal; Election of a Successor.
(a) Resignation. Resignations of Board Members are effective upon the date indicated in a written notification to the Chair, Secretary, President, or other officer.
(b) Removal. One or more Directors may be removed at a meeting of the Board called for that purpose, with or without cause, by the affirmative vote of two-thirds of the Directors then in office, provided that notice of the proposed removal is included in the notice of the meeting.
(c) Election of a Successor or Replacement Director. Upon the termination of office of any Director by resignation, or removal, or death, a successor shall be elected by majority vote of the Board to serve for the remaining term of the predecessor. Election of a replacement Director for such a partial term shall not count as one of the two consecutive terms permitted to any Director. In the event the number of Directors is increased by amendment to these Bylaws, the additional Directors shall be elected by the membership in the manner provided in these Bylaws.
(d) Decisions by Board: Quorum for Meetings. A majority of the entire membership of the Board then in office shall constitute a quorum in order to permit the transaction of any business. In the absence of a quorum, a majority of those Directors present may adjourn the meeting. The affirmative vote of a majority of the Directors present and voting at a Board meeting at which a quorum is present shall be necessary and sufficient for a vote to be valid, except: as a larger vote may at any time be otherwise specifically required by these Bylaws; and, as the vote of a greater number or proportion of the Board is, or may at any time be, required by the Nonprofit Corporation Act for taking a specific action. Decisions made in accord with the above provisions shall be the act of the Board for any and all purposes.
(a) Regular Meetings. Except as otherwise provided in these Bylaws, decisions of the Board of Directors shall be made at duly-constituted meetings. Regular meetings may be held either within or without the District of Columbia, and shall be held at such times and in such places as the Board may by resolution determine in advance.
(b) Special Meetings. Special meetings shall be convened at the request of the Chair of the Board or through a petition of a majority of the Board then in office and shall be held at the time and place (either within or without the District of Columbia) and for such purpose as shall be specified in such request.
(c) Participation in Meetings. Any or all Directors may participate in a meeting of the Board or a committee by means of conference telephone or any other means of communication that allows all persons participating to hear one another, and such participation shall constitute presence in person at the meeting.
(d) Notice. Not less than five or more than thirty days before the date of every Board meeting, each Director shall be given written notice stating the date, time, and place of the meeting, either personally or by mail. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Director at the postal address as it appears on the records of the Corporation, with postage prepaid. Whenever notice is required to be given to any Director under any provision of law, the Articles of Incorporation or these Bylaws, a waiver in writing signed by the Director entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The presence of any Director at a meeting, in person, by conference telephone, without objection to the lack of notice of the meeting, shall also waive notice by such Director.
(e) Action Without a Meeting. Any action or decision required or permitted to be taken at a regular or special meeting of the Board may be taken or made without convening a formal meeting, provided all Directors of the Board so consent by telephone or in writing, including by facsimile or electronic mail, and a written record is made of each Director’s consent to the action or decision taken or made. Such consent and writing shall have the same force and effect as a unanimous vote, and may be described as such in any document executed by the Corporation.
(f) Minutes of Each Meeting. Minutes of each meeting, reflecting all actions taken, shall be promptly distributed to all Directors.
Directors of the Corporation shall receive no compensation for their services as Directors but, by resolution of the Board, may be reimbursed for expenses paid while acting on behalf of the Corporation and may be paid reasonable compensation for special services furnished the Corporation in connection with its projects.
Article VI. COMMITTEES
The Corporation shall have Standing Committees consisting of an Executive Committee, an Audit Committee, a Finance Committee, a Fellow Nominating Committee, a Board Nominating Committee, an Officer Nominating Committee, as well as Ad Hoc Committees. All Committees shall have a Chair who, except for the Finance Committee Chair, shall be selected from among their number by the Board Chair.
- Standing Committees.
(a) Executive Committee. The Executive Committee shall consist of the Chair, Vice-Chair, Secretary, and Treasurer and two additional members. Such additional members shall be recommended and appointed by the Chair with majority approval of the Board members then in office. The President shall serve as a non-voting member of the Executive Committee except in matters dealing with his or her employment, compensation, and/or performance evaluation. To the extent provided in a Board resolution, the Committee shall exercise the authority of the Board at such time as it is not in session, when prompt action is required and when it is not practicable to call the Board into session. The Committee’s meetings shall be open to attendance by all Fellows except for any portion determined by unanimous vote to require an executive session. The Secretary shall prepare a summary of any actions taken and promptly distribute them to each Director. Executive Committee members shall serve for a one-year term.
(b) Audit Committee. The Audit Committee shall consist of at least seven members. The Board Chair shall recommend and appoint, upon a vote of a majority of the Board members then in office, members to the Audit Committee. Members of the Audit Committee must have financial and/or accounting expertise, five of whom shall be Fellows, at least one of whom must be a Director, one of whom must be accredited as a certified public accountant or possess another related certification demonstrating expertise in financial reporting and management, and one of whom shall not be an Academy member or employee. Members of the committee shall serve for a three-year term and may not serve more than two consecutive terms.
(c) Finance Committee. The Finance Committee shall consist of at least ten members. The Board Chair shall recommend and appoint, upon a vote of a majority of the Board members then in office, members to the Finance Committee. At least one member of the Finance Committee shall be a Director. The Chair of the Finance Committee shall be the Treasurer. Members of the committee shall serve for a two-year term and may not serve more than two consecutive terms.
(d) Fellow Nominating Committee. The Fellow Nominating Committee shall consist of at least ten members. The Board Chair shall recommend and appoint, upon a vote of a majority of the Board members then in office, members to the Fellow Nominating Committee. All members of the Fellow Nominating Committee shall be Fellows but none is required to be Board members. Members of the committee shall serve for a two-year term and may not serve more than two consecutive terms.
(e) Board Nominating Committee. The Board Nominating Committee shall consist of at least ten members. The Board Chair shall recommend and appoint, upon a vote of a majority of the Board members then in office, members to the Board Nominating Committee. All of the members of the Board Nominating Committee shall be Fellows but none are required to be Board members. Members of the committee shall serve for a two-year term and may not serve more than two consecutive terms.
(f) Officer Nominating Committee. The Officer Nominating Committee shall consist of up to five Board members. The Board Chair shall recommend and appoint, upon a vote of a majority of the Board members then in office, members to the Officer Nominating Committee. Members of the Officer Nominating Committee shall serve for a one-year term.
- Ad Hoc Committees.
Other Committees may be established from time to time as needed by the Board. The Chair shall recommend and appoint, upon a vote of a majority of the Board members then in office, members to Ad Hoc Committees. Ad Hoc Committee members shall serve for one-year terms unless a different term is provided in the resolution establishing the committee.
Article VII. OFFICERS
- The officers of the Corporation shall be a Chair, Vice Chair, Secretary, Treasurer, President, and such other officers as the Board may from time to time appoint. The Chair may appoint assistant officers from time to time.
(a) The Board shall elect from among Directors at the meeting at which newly-elected Directors take office one as Chair, one as Vice Chair, one as Treasurer and one as Secretary. One or more nominations for each of these officers shall be proposed by the Officer Nominating Committee, with the advice and concurrence of the Directors and Directors-elect who will serve on the Board at the time of the elections. The Officer Nominating Committee shall be appointed pursuant to Article VI, Section 1(f) of these Bylaws. In developing its proposals, the committee shall consult with those Directors and Directors-elect.
(b) The President shall be selected and appointed by the Board for any term, at such salary, and on such other terms and conditions of employment as the Board shall specify.
(c) The Board shall have power to fill any vacancy caused by the resignation, death, inability to serve, or removal from office of any officer or assistant officer during the term for which appointed.
- Officers other than the Chair, Vice Chair, Treasurer and Secretary need not be Directors or Fellows.
(a) Chair. The Chair, or in the absence of the Chair, the Vice Chair, shall preside at all meetings of the Board. The Chair shall direct and execute, on behalf of the Corporation, all decisions of or programs adopted by the Board or Executive Committee. The Chair shall appoint the chairs of committees; recommend and appoint members of committees, upon a vote of a majority of the Board members then in office; appoint consultative panels, as well as the chairs of standing panels or committees; and appoint a Parliamentarian to serve as an advisor to the Chair. The Chair shall also act as the chief representative of the Corporation. In so acting, however, the Chair shall be subject to the direction of the Board or the Executive Committee. Except as the Chair may from time to time otherwise delegate to another officer, the foregoing duties shall include, but not be limited to, the execution of any contract or other instrument on behalf of the Corporation, the signing of checks, drafts or other evidences of indebtedness, and the leasing or renting of office space for the Corporation.
(b) President. With due respect for the independence of Academy Panels and their work, the President shall be the chief executive officer of the Corporation and shall have such other duties as the Board, the Chair, or the Executive Committee may assign.
(c) Secretary. The Secretary shall keep the minutes of all meetings of the Board or the Executive Committee; keep all documents and records pertaining to the operation and activities of the Corporation; issue notices of all meetings; file all reports required pursuant to state or Federal law; and perform such other duties as the Board or the Chair may direct. The Secretary may delegate any of the foregoing duties to an Assistant Secretary appointed in accordance with these Bylaws, or may carry out any of these duties through such staff or other agents as the Secretary deems appropriate.
(d) Treasurer. The Treasurer shall have responsibility for the following duties: taking custody of all funds, gifts received and other assets of the Corporation; placing them in accounts in the name of the Corporation in such banks or depositories as the Board may direct; disbursing such funds or other assets upon direction from the Board or Chair; keeping and maintaining accurate and complete financial records of the assets, receipts and disbursements of the Corporation; collecting all monies due the Corporation; paying routine bills and expenses of the Corporation; and performing such other duties as the Board or Chair may direct. The Treasurer may delegate any of the foregoing duties to an Assistant Treasurer appointed in accordance with these Bylaws, or may carry out any of these duties through such staff or other agents as the Treasurer deems appropriate.
- The Board may, in its discretion, require the Treasurer or any other officer to furnish a bond of a kind, and in an amount, required and approved by the Board.
- Inspection of Books. The Chair, the Secretary, the Treasurer and the President shall permit any Director or Fellow or a duly authorized attorney to inspect all books and records of the Corporation for any proper purpose at any reasonable time.
Article VIII. ACCOUNTING PERIOD
The fiscal year of the Corporation shall begin on the first day of October and end on the last day of September of the following year.
Article IX. AMENDMENTS
The Board shall, on its own initiative, or upon the written request of at least twenty-five percent of the Fellows, submit to the membership for its approval any resolution to alter, amend, repeal, or add to any of the Bylaws of the Corporation, and to adopt new Bylaws in the place of any provisions deleted. Such resolution shall be adopted and effective if voted on by at least half of the Fellows and approved by at least sixty percent of the Fellows voting upon it.