ARTICLE I. ARTICLES OF INCORPORATION
1. The name and purposes of the corporation shall be as set forth in the Articles of Incorporation of a non-profit corporation filed under and pursuant to Title 29, Chapter 5 of the Code of Laws of the District of Columbia. These bylaws, the powers of the corporation and of its Members, Directors, and Officers and all matters concerning the conduct and regulation of the affairs of the corporation shall be subject to the Articles of Incorporation, as amended, and in effect from time to time.
ARTICLE II. MISSION
NAPSEC is the indispensable voice and premier resource for the private special education community.
ARTICLE III. GENERAL OBJECTIVES
NAPSEC accomplishes its mission by:
- Advocating for private special education providers and families
- Developing leadership for the future
- Promoting excellence in quality programs and services
- Serving individuals with disabilities throughout their lives
- Shaping public policy to positively impact the lives of those whom we serve
NAPSEC will focus its efforts on:
- Strong Advocacy
- Increasing Membership
- Effective Governance
ARTICLE IV. MEMBERSHIP
1. Full Membership. Full membership in the Association is available to any private facility dedicated to serving children, adolescents, and/or adults with exceptionalities in an educational/therapeutic setting which adheres to the "NAPSEC Code of Ethics" and who meet the requirements for membership established by the Board of Directors.
The membership shall have the power to approve or amend the Association bylaws, elect delegates to the Board of Directors, and give broad, general direction to the Board of Directors.
Each full membership is based upon public adherence to and the practice of the "NAPSEC Code of Ethics". Adherence shall be evidenced by an annual signed statement accompanying the annual billing for dues. Non-adherence to any portion of the Code of Ethics shall be sufficient reason for termination of membership, under procedures approved by the Board of Directors.
Each full membership shall appoint one person ("member representative"- normally the Chief Executive Officer) to act in its behalf on all business brought before the membership. Each member representative shall be designated by an annual signed statement accompanying the annual billing for dues. Each member representative is entitled to one vote at meetings of the membership and to hold office. If the member representative should disengage his/her association with the full member private facility, said full member may designate in writing a new member representative. If said disengaged member representative is an office holder, then that office will be considered vacant and will be filled under Article VII Section 4 of these bylaws.
Each full membership in the Association is continued by paying current dues and/or assessments and maintaining membership requirements established by the Board of Directors.
2. Affiliate Membership. Affiliate membership may from time to time be established by the Board of Directors. Such members shall have no right to notice of or vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights.
3. Non-Discrimination. The Association shall not discriminate on the basis of race, color, age, sex, disability, religion, national and ethnic origin, or sexual orientation in the administration of its policies, programs, and employment practices.
ARTICLE V. FISCAL AFFAIRS
1. Non-Profit Corporation. The Association shall conduct its business as a tax exempt corporation as outlined under the provisions of the Internal Revenue Code section 501(c)(4).
2. Subsidiary Foundation. The Association shall manage a Foundation that shall be called "The National Association of Private Special Education Centers Foundation, Inc.” as set forth in the Articles of Incorporation of a non-profit corporation under and pursuant to Title 29, Chapter 5 of the Code of Laws of the District of Columbia. Said Foundation shall maintain tax exempt status as outlined under the provisions of the Internal Revenue Code section 501(c)(3) and section 170(b)(1)(A)(vi).
3. Subsidiary Commission. The Association shall manage a Commission that shall be called “The National Commission for the Accreditation of Special Education Services, Inc. (NCASES)” as set forth in the Articles of Incorporation of a non-profit corporation as outlined under the provisions of the Internal Revenue Code section 510 (a).
4. Fiscal Year. The fiscal year of the Association shall begin on the first day of September and end on the last day of August in each year.
5. Borrowing Ability. Authorization of borrowing, in such amounts as designated by the Board of Directors, may be made jointly by the Executive Director and either the President or the Treasurer. Authorization to borrow in excess of the Board designated amount requires a vote of the Board of Directors.
6. Accumulation of Assets. The Association may accumulate assets consistent with the purposes of the corporation as set forth in the Articles of Incorporation.
7. Audit. The Board of Directors shall designate a Certified Public Accountant to perform the annual audit and any other audit(s) required by specific funding or related or managed Trusts.
8. Compensation of Board of Directors, Members, and Officers. Board members and Officers shall serve without compensation. Provided, however, the Board of Directors may vote to reimburse members and Officers for out-of-pocket disbursements incurred in the conduct of unusual Association activities or meetings which are beyond the normal duties expected of voluntary service.
9. D & O. NAPSEC shall maintain a Directors' and Officers' (D & O) liability insurance policy in the minimum amount of $1,000,000.
10. Dues. The NAPSEC Board of Directors, as part of their budget process, shall establish membership dues each year. Increases shall be limited to a reasonable inflation factor established by the Finance Committee but in no event shall the increase exceed four percent (4%). Dues structure changes, special assessments, and/or annual increases larger than four percent (4%) shall require a vote of the membership at a legally convened meeting or by mail ballot.
ARTICLE VI. MEETINGS
1. Rules. The rules contained in Robert's Rules of Order shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws or with special rules of order for this Association.
A. Annual Meeting. There shall be an annual meeting for receiving the annual reports of the Officers, Directors, Committees, and the transaction of other business. A fiscal overview, a programmatic overview, and future goals must be addressed. Notice of the meeting, signed by the Secretary, shall be emailed, except as herein or by statute otherwise provided to the last recorded email address of each member at least fifteen (15) days and not more than fifty (50) days before the time appointed for the meeting. All notices of the meeting shall set forth the place, date, time, and purpose of the meeting (for the convenience of the membership normally at the Annual Conference in January). The annual meeting shall be scheduled within one hundred fifty-three (153) days of the close of the prior fiscal year and may be extended by approval of the Board of Directors. A quorum for the annual meeting shall be twenty percent (20%) of the full membership. Voting shall proceed on the basis of one vote per each full membership. Voting by proxy is in order providing the member representative issuing the proxy do so in advance on an official NAPSEC proxy form provided by the Secretary bearing original signature and filed with the President or designee chairing the Annual Meeting. Said proxy to become an attachment to the Annual Meeting minutes. Each proxy designee shall be considered for purposes of establishing a quorum. Except as otherwise herein set forth, all votes shall require a majority vote of the quorum for passage.
B. Special Meetings. A special meeting of the Association may be called by the President, any five (5) Directors, or any ten (10) members. The request must be in writing to the President of the Association. Thirty (30) days notice must be given for such a meeting. The quorum and voting requirements are the same as for the annual meeting. See Section 2, A. above. The notice of the meeting must specify the purpose for which the meeting was called.
1. Board of Directors
A. Regular Meetings. Regular meetings of the Board of Directors shall be held at least three (3) times each year. A quorum shall consist of a majority of the duly elected directors. Each full board member has one (1) vote. Except as otherwise herein set forth, all votes shall require a majority vote of the quorum for passage.
B. Telephone and Electronic Meetings. Members of the Board may participate in a meeting of the Board by means of a conference telephone, electronic video screen communication or other communications equipment so long as all of the following apply:
(a) Each director participating in the meeting can communicate with all of the other directors concurrently.
(b) Each director is provided with the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation; and
(c) This corporation verifies that (i) a person communicating by telephone, electronic video screen, or other communications equipment is entitled to participate in the Board meeting as a director or by visitation of the Board or otherwise, and (ii) all motions, votes, or other actions required to be made by a director were actually made by a director and not by someone who is not entitled to participate.
C. Special Meetings. The President, at his or her request, or at the request in writing of five (5) members of the board may call for a special meeting of the board. The quorum and voting requirements are similar to those of the regular board meetings. See Section 3, A. above.
D. Action Without Meeting. Any action by the Board of Directors may be taken without a meeting if a written consent thereto is signed by two-thirds (2/3) of the Directors then in office and filed with the records of the meetings of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes. Mail, email and facsimile may be utilized.
ARTICLE VII. BOARD OF DIRECTORS
1. Number. There shall be no more than sixteen (16) members of the Board of Directors of which twelve (12) shall be elected by the membership for terms described in Article VII Section 2, below.
There shall be four (4) Board of Director members as follows:
A. The immediate Past President shall serve as a full voting member of the Board of Directors without election but may not hold office.
B. The Chairperson of the Conference Committee, appointed by the NAPSEC Board President, with consideration of the committee’s recommendation, shall serve as a full voting member of the Board of Directors but may not hold office.
C. Council of Affiliated State Association (CASA) Chairperson, as appointed by the CASA members, shall serve as a full voting member of the Board of Directors but may not hold office.
D. National Commission for the Accreditation of Special Education Services (NCASES) Chairperson, as elected by the NCASES commissioners, shall serve as an ex-officio, voting member of the Board of Directors, and may not hold office.
2. Terms of Office. The term of office for each elected board member shall be for three (3) years. Four (4) members of the Board of Directors shall be elected each year. A board member may serve a maximum limit of three (3) consecutive terms. Service prior to the adoption of Revision #18 of these bylaws shall not count toward term limits. Board members reaching maximum term limits are not eligible for reelection for three (3) years.
3. Election. A Nominating Committee shall conduct elections to the Board of Directors as follows:
A. Incumbent members of the Board of Directors, provided they have not reached term limit, shall be considered for nomination at will.
B. Member representatives seeking nomination shall return nomination papers to the Nominating Committee with at least five (5) endorsing signatures of member representatives.
C. The Nominating Committee shall email nomination papers and a list of all member representatives to each member representative at least fifty (50) days prior to the election. Completed nomination papers shall be submitted to the Nominating Committee at least fifteen (15) days prior to the election. A list of valid nominees shall be emailed to all members at least fourteen (14) days prior to the election. If the election is by mail, the ballot must contain a list of valid nominees.
D. In the absence of four (4) persons seeking nomination each year, the Board of Directors and the Nominating Committee is empowered to solicit additional candidates. Self nominees may be considered.
E. The Nominating Committee shall establish a ballot of all nominations to the Board of Directors for vote by the membership; ballot position of names shall be in alphabetical order, conduct the election in a fair fashion with written, secret ballots; tally the votes and confirm the four (4) top vote recipients as Board of Director members for the next three (3) year term.
F. New Board of Director members to take office following the adjournment of the State of the Association meeting held during the NAPSEC annual meeting.
4. Vacancies. If vacancies occur for any reason, the Board of Directors by two-thirds (2/3) vote shall fill the vacancies for the full unexpired term. Open solicitation of the membership shall be utilized to establish interested candidates.
5. Resignation or Removal. Any Director may resign at any time by giving written notice to the President, the Secretary, or the full Board. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance by the President or the Board. Any Director may be removed from the Board, with or without cause, by two-thirds (2/3) vote cast by the Board at a meeting at which a quorum is present.
6. Powers. The powers of the Board of Directors include the following:
A. Adoption of all annual plans.
B. Adoption of all internal policy positions.
C. Adoption of all public policy positions in the interest of the general good of the membership.
D. Approval of all long term plans to be presented for adoption at the Annual Meeting.
E. Adoption of the annual budget.
F. Adoption of Annual Dues.
G. Approval of dues structure changes, special assessments, and/or dues increases larger than four percent (4%) annually for adoption at the Annual Meeting or by mail ballot.
H. Final decision making on all legal matters.
I. Ratification or modification of all Executive Committee activities
J. Hire and evaluate the Executive Director/CEO
K. Establish salary of Executive Director/CEO and raises
L. If required, terminate for cause the Executive Director/CEO by a majority vote.
M. Authorize the Executive Director or other Officers to enter into contracts on behalf of the Association.
ARTICLE VIII. OFFICERS OF THE BOARD OF DIRECTORS
1. Enumeration. The Officers of the Association shall be: President, Vice President, Treasurer, and Secretary. All Officers shall concurrently serve in the same positions as members of the Board of Directors.
2. Term of Office. The term of office of President, Vice President, and Secretary is for one (1) year, with a maximum of (3) one-year terms in said office.
The term of office for Treasurer is for one (1) year and successive years are not limited except as described in Article VII Section 2.
3. Election. Following an election of the Board of Directors, the new Board shall meet to elect Officers. The Chairperson for the Officer election shall be the immediate past President or in the past President’s absence a Board member, not running for Office, approved by majority vote of the Board. Candidates may support their candidacy for Office at any time prior to the election in any form they deem appropriate. Self-nominations are in order. Each candidate shall be given up to five (5) minutes to address the Board prior to the vote. The vote shall be taken by secret ballot and tallied by the Chairperson. The Officers shall be elected by majority vote.
The newly elected Officers shall assume their position immediately.
A. President. The President shall act as spokesperson for the Association and oversee all Association activities. The President shall run all meetings of the Board of Directors, the Executive Committee and the Membership. The President shall present a report of the activities of the Association to the Membership at the annual meeting. The President shall appoint all committee Chairpersons (except as indicated elsewhere in these bylaws) and other delegates or emissaries of the Association. The President shall have signatory authority for borrowing and check signing as detailed in these bylaws. The President shall also serve as a voting Commissioner on the National Commission for the Accreditation of Special Education Services (NCASES).
B. Vice President. The Vice President shall perform the duties of the President in the President's absence. The Vice President shall serve as the Chair of the Nomination Committee. The Vice President will assist the President as the President sees fit.
C. Treasurer. The Treasurer shall be responsible for the custody of all funds, property, and securities of the Association. The Treasurer shall be the Chairperson of the Finance Committee. The Treasurer will perform all duties attendant to the office of the Treasurer. The Treasurer shall submit an annual and quarterly written report. The Treasurer shall have signatory power for borrowing and check signing as detailed in these bylaws. The Treasurer shall be a Trustee of the NAPSEC Foundation, Inc. These provisions shall apply equally to the NAPSEC Foundation, Inc.
D. Secretary. The Secretary shall be responsible for the safekeeping of the minutes of the Association, its records, and any other statutory responsibility pertaining to the taking and safekeeping of records of the Association and notification of the meetings of the membership.
E. Immediate Past President. The immediate Past President shall serve as a member of the Executive Committee.
COMMITTEES OF THE BOARD OF DIRECTORS
The following committees have been established by the NAPSEC Board of Directors and maybe utilized, as needed, by the organization.
1. Standing Committees.
A. Executive Committee.
i. Composition. There shall be an Executive Committee comprised of the President, the Vice President, the Treasurer, the Secretary, and the immediate past President.
ii. Meeting. Meetings of the Executive Committee may be called by the President or any two members.
iii. Powers. The Executive Committee has the power to make recommendations on policy matters to the entire Board of Directors. It may make emergency or interim decisions to be ratified or modified by the Board of Directors at the next regular board meeting. It may be granted other powers and duties from time to time by the Board of Directors.
iv. Action Without Meeting. Any action by the Executive Committee may be taken without a meeting if a written consent thereto is signed by all of the Executive Committee members then in office and filed with the records of the meetings of the Executive Committee. Such consent shall be treated as a vote of the Executive Committee for all purposes. Telephone conferencing, email, mail, and facsimile may be utilized.
B. Finance Committee. The Finance Committee shall have the Treasurer as its Chairperson. It shall develop an annual budget and shall establish procedures for making assessments, and collecting dues from the Association members subject to adoption by the Board of Directors, shall oversee the fiscal affairs of the Association, and shall pursue new sources of revenue for the Association.
C. Development Committee. The Development Committee shall pursue new programs and, in collaboration with the Finance Committee and the Advisory Board, shall pursue new sources of revenue for the Association.
D. Public Policy Committee. The Public Policy Committee shall review state and federal legislation and regulations and disseminate this information to the membership with its recommendations where needed.
E. Outcomes Studies Committee. The Outcomes Studies Committee shall conduct studies of NAPSEC member programs. The committee will compile and analyze the data that is collected from NAPSEC members and disseminate its findings. The committee shall be chaired by a NAPSEC Board member. Members of the committee shall be volunteers from NAPSEC member programs. All studies by the committee must be approved in advance by the NAPSEC Board of Directors.
F. Membership Committee. The Membership Committee shall develop and update membership requirements, strive to cultivate new members, and sustain current members. The committee will respond to membership needs through research and exploration and recommend potential solutions to the Board of Directors.
G. Conference Planning Committee. The Conference Planning Committee shall plan and implement the program of the NAPSEC Annual Conference.
H. Public Awareness Committee. The Public Awareness Committee shall plan and implement a program of publicity and public relations to promote the activities and programs of the Association. The Awards Committee shall be a subcommittee of the Public Awareness Committee, shall review all nominations for the various NAPSEC awards and recommend recipients to the Board of Directors.
I. Nominating Committee. The Vice President will chair the nominating committee. He/she shall select two board members to serve on the committee. The Nominating Committee shall conduct elections to the Board of Directors as outlined in "Article VII - Section 3."
J. Governance Committee. The chairperson is responsible to facilitate the annual evaluation of the Executive Director/CEO by soliciting input from the Board of Directors. The review shall be based on Executive Director/CEO obtaining the goals established in the Strategic Plan. The evaluation shall be reviewed by the Board at the Summer Board meeting and then shared with the Executive Director/CEO. The committee shall annually review the staff manual, policy and bylaws and recommend changes to the Board of Directors at the summer board meeting for subsequent approval from the membership.
2. Establishment. The Board of Directors may establish additional standing committees deemed necessary to the promotion and furtherance of the activities and goals of the Association.
3. Committee Chairpersons. Except as specified elsewhere in these bylaws, Committee Chairpersons are to be appointed annually by the President. Committee Chairpersons, whenever possible, are to be members of the Board of Directors. The Committee Chairpersons select the membership of each committee drawing upon the entire Association as necessary for effective committee operation.
4. Committee Responsibilities. Committee responsibilities shall be defined and established by the Board of Directors.
5. Committee Chairpersons Responsibilities. The chairperson is responsible for setting the agenda for the committee meeting with the input from the Executive Director. All activities of the committee shall be shared with the executive director when she/he can not attend a committee meeting. Recommendations from the committee are submitted to the board for approval. The committee under the direction of the chairperson will work to complete the board approved goals.
ARTICLE X. EXECUTIVE DIRECTOR
1. Authorization. The Association shall maintain the position of Executive Director. The Executive Director/CEO shall be hired by the Board of Directors and, through the President, be responsible to the Board of Directors.
2. Powers and Duties. The Executive Director shall be the Chief Executive Officer of the Association and shall, subject to control by the President, run the day to day operations of the Association and be responsible for the administration of the Association, the implementation of board policy and Association projects. The Executive Director/CEO shall be responsible for the implementation and control of the budget as approved annually by the Board of Directors.
The Executive Director/CEO shall be a non-voting, ex-officio member of the Board of Directors and all committees of the Board of Directors, shall have the general powers and duties of management usually vested in the office of the Executive Director/CEO of a corporation, and shall have such other powers, duties, and responsibilities as may be prescribed by the Board of Directors or by these bylaws.
The Executive Director/CEO (or designee) shall have check and contract signing authority on behalf of the Association consistent with established Board policy and within the fiscal budget parameters established by the Board. Checks over $5000 shall require authorization by the NAPSEC Treasurer (see Article V. Section 8.). Contracts over $5,000 shall require approval of the executive committee.
The Executive Director/CEO shall also serve as the Executive Directory/CEO of the National Commission for the Accreditation of Special Education Services (NCASES).
COUNCIL OF AFFILIATED STATE ASSOCIATIONS (CASA)
CASA Mission Statement: To assist state associations in facilitating the availability and accessibility of private special education services for children with disabilities through improved advocacy, public policy development, legislative expertise, and association management skills. CASA will provide input and response from the states on public policy and legislation to NAPSEC and assist with membership recruitment for the state associations and NAPSEC.
1. CASA shall be a direct subsidiary of the Board of Directors of NAPSEC and election to it shall be by majority vote of the NAPSEC Board of Directors, shall be confirmed upon receipt of fees, and shall extend for a term of one year, automatically renewable (in the absence of Board action to the contrary) each following year with the payment of fees. CASA shall make recommendation to the NAPSEC Board of Directors, through its Chairperson, regarding all matters affecting CASA.
2. CASA, , shall appoint a Chairperson from the representatives of its members who shall also serve as a voting member of the NAPSEC Board of Directors for a term of two (2) years. Not to exceed four consecutive (2) year terms.
3. Eligibility criteria, and privileges relating to membership in CASA, shall be recommended by CASA and approved by the NAPSEC Board of Directors.
4. Membership in the Council of Affiliated State Associations may be terminated at any time by two-thirds (2/3) vote of the NAPSEC Board of Directors.
5. CASA shall meet annually in conjunction with the NAPSEC Annual Meeting and shall hold such other meetings as its Chairperson or the President of NAPSEC shall call.
6. CASA representation shall consist of the President of each member state association or his/her delegate. Each member state association shall have one vote at CASA meetings and one vote at the NAPSEC Annual Meeting.
7. Fees relating to membership in CASA shall be established by the NAPSEC Board of Directors and shall be payable to NAPSEC.
ARTICLE XII. OFFICE
1. The Board of Directors is hereby granted authority to establish the principal office of the association at such place as the Board of Directors may determine and to change the location of the office from time to time.
ARTICLE XIII. AMENDMENTS TO THE BYLAWS
1. These bylaws may be amended by a majority vote of the members present at an annual or special meeting of the membership, provided notice of the purport of proposed amendment has been stated in the notice for the meeting.
2. These bylaws may be amended at any annual or special meeting of the membership or by email ballot without such notice, by a vote of two-thirds (2/3) of the members present or ballots cast.
ARTICLE XIV. LIQUIDATION OF THE ASSOCIATION
1. If it becomes necessary or desirable to dissolve this Association, a three-fourths (3/4) vote of the Board of Directors is required. In such an eventuality, the assets of the Association shall be applied or distributed as follows:
A. All liabilities and obligations of the Association shall be paid, satisfied, and discharged, or adequate provisions shall be made thereof.
B. Assets held by the Association under conditions shall be returned honoring these conditions.
C. All other assets shall be assigned by the Board to those institutions or groups whose purposes are substantially similar and in agreement with the purposes of this non-profit 501(c)(4) District of Columbia corporation.
D. Individual members will not be responsible for the outstanding liabilities of the Association.
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND EMPLOYEES
Each Director and Officer of the Association shall be indemnified by the Association against all expenses, except as stated below, reasonably incurred by him/her in connection with any action, suit, or proceeding to which he/she shall be made a party, or with which he/she shall be threatened, by reason of his/her being or having been a Director or Officer at the time of the Association, whether or not he/she continues to be a Director or Officer at the time of incurring such expenses. The expenses covered by the foregoing indemnity shall not include any: a) expenses incurred in connection with any matters as to which such Director or Officer shall be adjudicated, from such action, suit, or proceeding without such being reversed, to be liable by reason of his/her having been guilty of willful misconduct in the performance of his/her duty as such Director or Officer; or b) amounts paid by such Director or Officer in settlement of any action, suit, or proceeding or expenses incurred in connection with any matters which shall have been the subject of such action, suit, or proceeding disposed of otherwise than by adjudication on the merits unless in relation to such action, suit, or proceeding or expenses incurred in connection with any matters which shall have been the subject of such action, such Director or Officer has not been guilty of willful misconduct in the performance of his/her duty as such Director or Officer and as to whether or not a Director or Officer has been guilty of willful misconduct in relation to such action, suit, or proceeding or other matter, the Board of Directors and each Director may conclusively rely upon the opinion of such counsel as approved by the Board of Directors. As used in this paragraph, the terms "Director" and "Officer" include their respective heirs, executors, and administrators.
The foregoing right of indemnification shall be in addition to any rights to which any Director or Officer may otherwise be entitled as a matter of Law. Indemnification of employees including the Executive Director and other agents of the Association (including persons who serve at its request as employees) may be provided by the Association to whatever extent shall be authorized by the Directors before or after the occurrence of any event as to or in consequence of which indemnification may be sought. Any indemnification to which a person is entitled under those provisions may be provided although the person to be indemnified is no longer a Director, Officer, employee, or agent of the Association.
ARTICLE XVI. ELECTRONIC TRANSMISSIONS
Unless otherwise provided in these Bylaws, and subject to any guidelines and procedures that the Board of Directors may adopt from time to time, the terms “written and “in writing” as used in these Bylaws included any form of recorded message in the English language capable of comprehension by ordinary visual means, and may include electronic transmissions, such as facsimile or email, provided (i) for electronic transmissions from the corporation, the corporation has obtained an unrevoked written consent from the recipient to the use of such means of communication ; (ii) for electronic transmissions to the corporation, the corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.
Adopted: October 1972 Revision #11: January 26, 1989 Revision #22: November 23, 2004
Revision #1: January 29, 1977 Revision #12: January 18, 1990 Revision #23: December 14, 2007
Revision #2: January 27, 1979 Revision #13: February 1, 1991 Revision #24: March 14, 2008
Revision #3: January 26, 1980 Revision #14: January 25, 1992 Revision #25: November 18, 2009
Revision #4: January 24, 1981 Revision #15: January 23, 1993
Revision #5: January 23, 1982 Revision #16: January 20, 1994
Revision #6: January 29, 1983 Revision #17: January 19, 1995
Revision #7: January 28, 1984 Revision #18: November 15, 1996
Revision #8: January 26, 1985 Revision #19: January 23, 1998
Revision #9: January 25, 1986 Revision #20: January 11, 2001
Revision #10: January 28, 1988 Revision #21: January 11, 2002
I certify that the foregoing is a true and correct copy of Revision #25 of the bylaws of the above-named corporation, duly adopted by email ballot of the Corporation on November 18, 2009. Dr. Dorothy Van Horn, NAPSEC Secretary