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NAECP Inc. Bylaws

TABLE OF CONTENTS

 

BYLAWS

 
ARTICLE I. - NAME
The name of the corporation is NAECP Inc., a State of Alaska nonstock, nonprofit Corporation (hereinafter referred to as the "Corporation”). 

ARTICLE II. - OBJECTIVES 
The Corporation is organized, and shall be operated, exclusively for any or all charitable, scientific, literary, educational or religious purposes that may qualify it as an organization described in section 501(c)(6) of the Internal Revenue Code of 1986, as amended from time to time (hereinafter referred to as the "Code"), and exempt it from federal income tax under section 501(a) of the Code (or the corresponding provision of any future federal income tax law).  The Corporation shall accomplish such purposes by (a) providing support to its Members, as defined in Article IX, to aid in the development and advancement of Employee Concerns or Alternative Dispute Resolution Programs.  This support includes training, program development, sharing of best practices, self-assessment, technical assistance, communications related to industries served, legal and regulatory updates and other professional methods of supporting a Safety Conscious Work Environment or Safety Culture, as appropriate; and/or (b) any other activities that are appropriate and proper.  The Corporation shall perform such other acts as may be considered necessary or beneficial in the furtherance of the Corporation, including, as requested, providing support to other professional and regulatory organizations such as the Nuclear Energy Institute (NEI), the Institute for Nuclear Power Operations (INPO), the Nuclear Regulatory Commission (NRC) and the Department of Energy (DOE), and shall have all powers specified for nonstock or nonprofit corporations generally under the laws of the State of Alaska, limited, however, by the first sentence of this Article II and by Article III hereof.

ARTICLE III. – PROHIBITED ACTS
Section 1. Specific Prohibitions.  At all times, and notwithstanding any merger, consolidation, reorganization, termination, dissolution or winding up of the Corporation (whether voluntary, involuntary or by operation of law), or any other provision hereof:
(a) No part of the assets or net earnings of the Corporation shall inure to the benefit of, or be distributable to, the Corporation's directors, officers, contributors, employees or any other persons, except that the Corporation shall have the authority to pay reasonable compensation for services actually rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.
(b) No loans shall be made by the Corporation to any director, officer, contributor or employee of the Corporation or any spouse, sibling or child of such individual.
(c) No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation to an extent that would disqualify the Corporation as a corporation described in section 501(c)(6) of the Code.
(d) The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.
(e) The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.  With the exception of holding Employee Concerns Program Forum conferences and training academies, the Corporation shall not pursue any consulting contract or services agreement, or other arrangement involving the use of the Corporation’s name.
(f) At no time shall the Corporation engage in any activities that are unlawful under the laws of the United States, the State of Alaska or any other jurisdiction where any of its activities are conducted. 
(g) Neither the Corporation nor its Directors, as defined in Article VII, or Officers, as defined in Article VIII, acting in their official capacity may provide a recommendation or employment reference except as provided for in Article XII, section 7.
Section 2.  General Prohibition.  Notwithstanding any other provision of these Bylaws or of the Articles of Incorporation of the Corporation, the Corporation shall not engage in or carry on any activities that would pose a substantial risk of preventing it at any time from qualifying and continuing to qualify as a corporation described in section 501(c)(6) of the Code (or the corresponding provision of any future federal income tax law) and exempt from federal taxation under section 501(a) of the Code (or the corresponding provision of any future federal income tax law).

ARTICLE IV. - NONDISCRIMINATION
The Corporation shall not discriminate on the basis of race, color, national origin, age, gender, sexual orientation, creed or religion.

ARTICLE V. - OFFICES
The registered office of the Corporation shall be located in the State of Alaska, at such place as the Corporation's Board of Directors (Board) shall from time to time designate.  The Corporation may maintain additional offices at other places as the Board may choose to designate.
 
ARTICLE VI. - MEMBERSHIP AND STOCK
The Corporation shall have members pursuant to Article IX.  The Corporation shall have no authority to issue shares of stock.

ARTICLE VII. - BOARD OF DIRECTORS
Section 1. General Powers.  The business and affairs of the Corporation shall be managed by its Board, which may exercise all powers of the Corporation and perform all lawful acts that by law, the Articles of Incorporation or these Bylaws are directed or required to be exercised or performed by or are conferred upon or reserved for the Board.
Section 2.   Voting.  Each director and officer shall have one (1) vote.
Section 3.   Number.  The number of directors shall be not less than five (5) persons and not more than twenty (20) persons.  The Board may, at any time, increase or decrease the number of directors of the Corporation.  The tenure of office of a director shall not be affected by any adjustment in the number of directors so made by the Board.
Section 4.   Election.  There shall be one (1) class of directors.  The initial directors of the Corporation shall be named in the Articles of Incorporation.  Thereafter, directors shall be elected at the annual meeting of the Board by the then members of the Board and the Officers of the corporation.  Each director shall hold office for three (3) years, until his or her earlier resignation, or until the election, in accordance with an election procedure developed by the Executive Committee of the Board, of his or her successor.  However, nothing in these Bylaws shall preclude a director, if reelected, from serving successive terms.
Section 5.   Vacancies.  A vacancy occurring in the Board for any reason, including an increase in the number of directors, may be filled by appointment of new directors by the affirmative vote of a majority of the then members of the Board of Officers of the Corporation.  A director who fills a vacancy in accordance with this procedure shall hold office until the next succeeding annual meeting of the Board, until his or her earlier resignation, or until the election of his or her successor.
Section 6.   Removal.  A director of the Corporation may be removed by the majority vote of the Directors and Officers of the Corporation.  Before any director may be removed, written charges specifying the alleged sufficient cause that is detrimental to the best interests of the Corporation shall be filed with all members of the Board.  A copy thereof shall be served on the director charged, and he or she shall be given the opportunity, at a meeting of the Board, to be heard on the subject of the charges.
Section 7.   Resignation.  Any director may resign at any time by giving written notice to all members of the Board.  Unless otherwise specified in such written notice, the resignation shall be effective upon delivery. 
Section 8.   Chairman.  The Chairman of the Board (hereinafter referred to as the "Chairman") shall be elected by the Board.  Should the Chairman resign or become unable to act as Chairman due to death or incompetence, the Board may elect any director to serve as Chairman.  The term of any Chairman so elected shall be two (2) years.  The Chairman may not also serve as the President of the Corporation.  The Chairman, if any, shall preside over all meetings of the Board; in his or her absence, or if no Chairman has been elected, the Board may designate another director to preside.   No Director may serve as Chairman for more than six (6) consecutive years.
Section 9.   Place of Meetings.  The Board may hold meetings, annual, regular, or special, either within or without the State of Alaska.
Section 10.   Annual Meeting.  The annual meeting of the Board shall be held each year on such date as the Board shall select.
Section 11.   Regular Meetings.  Additional regular meetings of the Board may be held, at such time and place as may be determined by the Board, without further notice.
Section 12.   Special Meetings.  Special meetings of the Board may be called by any director on reasonable notice to all other directors. 
Section 13.   Quorum; Adjournments.  The presence in person of a majority of the number of directors and officers then in office shall constitute a quorum for the transaction of business at all meetings of the Board, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be specifically provided by law, the Articles of Incorporation, or these Bylaws.  If a quorum is not present at any meeting of the Board, the director(s) present may adjourn the meeting until a quorum shall be present.
Section 14.   Action by Consent.  Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent to such action is signed by all members of the Board and such written consent is filed with the minutes of the proceedings of the Board.
Section 15.   Meetings by Telephone.  The Board may participate in a meeting by means of a conference telephone call or by similar communications activity, provided that all directors participating in the meeting can hear one another at the same time.  Participation by such means shall constitute presence at such meeting.

ARTICLE VIII. - OFFICERS
Section 1.   Designations.  The officers of the Corporation shall be chosen by the Board and shall be a President, a Secretary and a Treasurer.  The Board may also choose up to three (3) Vice-Presidents, Assistant Secretaries, and/or Assistant Treasurers and other officers and agents as it shall deem necessary and appropriate.  Any two (2) or more offices may be held by the same person, except that no person shall serve as both President and Vice-President of the Corporation.  No person shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Articles of Incorporation, or these Bylaws to be executed, acknowledged or verified by two or more officers.
Section 2.   Powers.  The officers of the Corporation shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be determined by the Board.
Section 3.   Term of Office; Removal.  The Board, at its annual meeting, shall elect the officers of the Corporation.  The officers of the Corporation shall hold office for three (3) year terms until the next succeeding annual meeting of the Board, until their earlier resignation, or until the election of their successors in accordance with an election procedure developed by the Exeutive Committee of the Board.  Any officer may serve concurrent terms, but may not hold the same position for more than two (2) consecutive terms.  Any officer may be removed by the Board at any time when, in the Board's judgment, the best interests of the Corporation will be served thereby.  Such removal shall not prejudice the contract rights, if any, of the person so removed.  Any vacancy occurring in any office of the Corporation may be filled for the unexpired portion of the term by the Board.
Section 4.   The President.  The President of the Corporation shall be the chief operating officer of the Corporation, and shall have general charge of the business, affairs and property of the Corporation and general supervision over its other officers and agents.  He or she shall see that all resolutions of the Board are carried into effect.  The President shall use his or her own discretion in determining the activities that will further the purposes of the Corporation.  The President's supervision over the affairs of the Corporation shall be subject to the review of the Board, which may, by majority vote, overrule his or her decisions.
Section 5.   The Vice President(s).  The Vice President(s), if any, shall, in the absence of the President, or in the event of his or her disability, perform the duties and exercise the powers of the President, and shall generally assist the President and perform such other duties as from time to time may be assigned by the President or the Board.
Section 6.   The Secretary.  The Secretary shall give, or cause to be given, notice of all meetings of the Board.  The Secretary shall keep the minutes of the meetings of the Board.  He or she shall send copies of the minutes of all meetings to the Board and shall also see that the books, reports, statements, and all other documents required by law are properly kept and filed.  The Secretary shall perform such other duties as may be assigned to him or her from time to time by the President or the Board.
Section 7.   The Treasurer.  The Treasurer shall have the custody of the corporate funds and other valuable effects, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board.  The Treasurer shall disburse the funds of the Corporation, working in close cooperation with the President and the Board, taking proper vouchers for such disbursements, and shall render to the President, whenever he or she may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.
Section 8.   Resignations.  Any officer may resign at any time by delivering a written resignation to the Board, Chairman, President or Secretary.  Such resignation shall be effective upon delivery or as of the effective date set forth in the resignation.

ARTICLE IX. - MEMBERSHIP
Section 1.  Membership.  The Corporation shall have one class of membership composed of Members.  Only Members are entitled to become Directors or Officers of the Corporation.
Section 2.  Qualifications.  Membership shall be open to individual professionals engaged or interested in the fields of employee concerns, alternative dispute resolution, Safety Conscious Work Environment or Safety Culture, as defined by the NRC.  Members must demonstrate active participation in a supported industry, serving in a role of dispute resolution or safety culture function such as offices of employee concerns, human resources, ombudsman, organizational neutral, ethics officers, attorneys, regulators, or consultants.  Membership is attained through meeting the above-described criteria and (1) attending an Employee Concerns Program Forum conference and paying the requisite attendance fee at least once every two years; or (2) being sponsored by a co-employee who attends a conference and pays the requisite attendance fee at least once every two years.  All Members must maintain the highest standards of integrity and neutrality in their professional endeavors.  Members must adhere to a policy of non-commercialization of all contact information provided to them as Members of the Corporation.
Section 3.  Suspension or Removal.  Any Member of the Corporation may have his/her membership immediately removed or suspended for cause, upon a two-thirds (2/3) vote of the entire Board.  The Member shall have the right of appeal before the Board.
Section 4.  Resignation.  Any Member of the Corporation may withdraw from the Corporation by delivering his or her resignation in writing to the Chairman of the Board.
Section 5.  Corporation’s Funds.  Any Member who resigns or is removed from the roll of membership, shall not be entitled to any refund or any portion of the funds in, or owing to, the treasury of the Corporation.
Section 1.  Revenues and Expenses.  The primary source of revenue of the Corporation shall be conference and training academy registration fees.  These fees are collected in advance of each NAECP conference and are utilized to finance the costs of the conference.  These costs typically include: speakers fees, hotel conference rooms, catering and audio-visual support, speaker travel fees and other related costs and expenses.
Section 2.  Compensation of Directors and Officers.  Directors and Officers shall not receive any compensation for their services as such; however, the President may authorize reimbursement for all expenses incurred in connection with the performance of services for the Corporation, including but not limited to attendance at annual, regular, or special meetings of the Corporation, travel-related expenses, nominal costs of meals provided as part of business-related meeting.  Nothing herein contained shall be construed to preclude any director or officer, with prior Board approval, from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE XI. - LIABILITY AND INDEMNIFICATION
Section 1.  Liability. 
(a) Members, Directors and Officers of the Corporation shall not be personally liable for its debts, obligations, or liabilities. Except as provided by the Alaska Nonprofit Corporation Act, the debts, obligations and liabilities of the Corporation, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Corporation and in the absence of fraud or bad faith,  no Member, Director or Officer shall be personally liable for any debt, obligation or liability of the Corporation to third parties solely by reason of being a Member, Director or Officer of the Corporation.  The failure of the Corporation to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Alaska Nonprofit Corporation Act or these Bylaws shall not be grounds for imposing liability on any Member, Director or Officer for liabilities of the Corporation. 
(b) In no event, whether as a result of breach of contract, tort liability (regardless of the degree of fault or negligence and whether ordinary or gross, sole, joint or concurrent, or active or passive), strict liability or otherwise, shall a Member, Director, Officer or the Corporation be liable to any other Member, Director, Officer or to the Corporation solely by reason of being a Member, Director or Officer of the Corporation for consequential, special, incidental, indirect or punitive damages of any nature whatsoever (including but not limited to: any and all claims, demands, liabilities, costs, expenses, damages and causes of action resulting from regulatory fines or penalties).
(c) No Director or Officer shall be liable, responsible or accountable in damages or otherwise to the Corporation or to the Members for any acts performed by such Director or Officer (as the case may be); provided, however, that each Director or Officer shall be liable for his or her respective actions and/or omissions to the extent the same result from the fraud or willful misconduct of such Director  or Officer.  A Director or Officer shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors retained by the Corporation, and any act of or failure to act by such Director or Officer in good faith reliance on such advice shall in no event subject the Director or Officer to liability to the Corporation or any Member.
Section 2.  Indemnification.  The Corporation shall indemnify any Member, Director or Officer, or former Member, Director or Officer, against expenses incurred in connection with the defense of any action, suit, or proceeding in which he/she is made a party by reason of being, or having been, such Member, Director or Officer, to the maximum extent permitted by law.  Such indemnification shall not be deemed exclusive of any other rights to which such Member, Director or Officer may be entitled, under these Bylaws, any agreement, vote of the Board, or otherwise. Section 3.  Member.  For the purposes of this Article V the term "Member” shall also include the Member’s employer, and its parents, subsidiaries, affiliates and general partners, as well as the directors, officers, employees, or agents thereof.  

ARTICLE XII. - GENERAL PROVISIONS
Section 1.  Execution of Contracts.  Only the Officers and the Board are authorized to enter into legally binding contracts and credit arrangements such as hotel arrangements, insurance, website hosting arrangement, line of credit applications and other agreements as may be needed to support the Corporation’s business.
Section 2.  Books and Records.  There shall be kept at an office of the Corporation, correct books of accounts of all the business and transactions of the Corporation.
Section 3.  Signatories.  All checks, drafts, and other orders for payment of money out of the funds of the Corporation, and all notes and other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by the Board .  In the absence of such determination by the Board , such instruments shall be signed by the Treasurer and countersigned by the President. 
Section 4.  Annual Audit.  The Board may require an annual audit be made of the books and accounting records of the Corporation. 
Section 5.  Fiscal Year.  The fiscal year of the Corporation shall be determined by resolution of the Board.
Section 6.  Corporate Seal.  The Corporation shall have a corporate seal with its name, year of incorporation, and the words "Corporate Seal, Alaska" inscribed thereon.  The seal shall be in the custody of the Secretary and used by him/her, or any other officer so authorized by the Board, by causing it, or a facsimile thereof, to be impressed, affixed, or reproduced otherwise on any instrument or document as may be required by law, these Bylaws, the Board, or President.  The presence or absence of the seal on any instrument, or its addition thereto, shall not affect the character, validity, or legal effect of the instrument in any respect.
Section 7.  Recommendations or References:  References or recommendations for employment shall be limited to a factual statement that an individual is or is not a Member in good standing of the Corporation.
 
ARTICLE XIII. - AMENDMENTS
These Bylaws, or any one (1) or more of the provisions thereof, may be altered, amended, or repealed and new Bylaws adopted by a two-thirds (2/3) vote of the Directors and Officers of the Corporation then in office at a meeting of the Board expressly called for that purpose. 

ARTICLE XIV. – DISSOLUTION
In the event of dissolution or final liquidation, the remaining assets of the Corporation shall be applied and distributed as follows:
Section 1.   Payment of Liabilities.  All liabilities and obligations of the Corporation shall be paid, satisfied, and discharged, or provisions shall be made therefor.
Section 2. Distribution for Exempt Purposes.  All remaining assets of every nature and description whatsoever shall be distributed, in accordance with the general law of the State of Alaska, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose.  Specifically, such assets shall be distributed to one or more organizations that are exempt from federal income tax under section 501(c)(3) of the Code and described in section 170(b)(1)(A) (other than in clauses (vii) and (viii)) of the Code, each of which has been in existence and so described for a continuous period of at least sixty (60) calendar months immediately preceding the distribution.  Any such organization to which assets of the Corporation are distributed must also engage in activities substantially similar to those of the Corporation. 
 
Dated as of September 2008
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