AMENDED AND RESTATED BYLAWS
NEUMAN SYSTEMS MODEL TRUSTEES GROUP INC.
Section 1.1. Name. The name of this Corporation shall be Neuman Systems Model Trustees Group Inc., hereinafter referred to as “Corporation.” The Corporation shall be entitled to operate under such assumed names as the Board of Trustees may designate by resolution, upon the filing of a certificate of use of assumed name with the Secretary of State of Indiana.
PURPOSES AND POWERS
Section 2.1. Purposes. The purposes for which the Corporation is formed are:
(a) To provide education for nurses and advance nursing knowledge in general. To this end, the Corporation will:
(i) Provide educational opportunities to advance nursing knowledge utilizing the principals and practices of the Neuman Systems Model;
(ii) Provide educational information, consultation and networking within and among nursing and members of the multi-disciplinary health care team.
(iii) Provide and/or participate in seminars, conferences and symposiums; carry on the general purposes of the Corporation for the provision of educational opportunities and the advancement of nursing knowledge in general; and
(iv) Provide scholarships for Neuman Systems Model-based research, theory development, and education relating to the nursing profession..
(b) Receive donations and grants in furtherance of the purposes stated herein.
(c) Solely in furtherance of the aforesaid purposes, to transact any and all lawful business for which corporations may be incorporated under the Act; provided such business is not inconsistent with the Corporation being organized and operated exclusively for charitable purposes as herein stated.
Section 2.2. Not-For-Profit Purposes.
(a) The Corporation is organized and operated exclusively for charitable purposes, and its activities shall be conducted in such a manner that no part of its net earnings shall inure to the benefit of any Trustee, officer or other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 2.1 hereof.
(b) No part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and 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, except to the extent permitted under Section 501(h) of the Internal Revenue Code.
(c) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on:
(i) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any
subsequent Federal Tax laws, or
(ii) by a corporation, contributions to which are deductible under Section 170(c)(2), Section 2055(a)(2), or Section 2522(a)(2) of the Internal Revenue
Code of 1986, or corresponding provisions of any subsequent Federal Tax
Section 2.3. Powers. Subject to any limitation or restriction imposed by the Act, any other law, or any other provisions of these Articles of Incorporation, the Corporation shall have the powers:
(a) To do everything necessary, advisable or convenient for the accomplishment of any of the purposes hereinbefore set forth, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation and to do all of the things incidental thereto or connected therewith which are not forbidden by law.
(b) To have, exercise, and enjoy in furtherance of the purposes hereinbefore set forth all the general rights, privileges, and powers granted to corporations by the Act, as now existing or hereafter amended, and by the common law.
(c) To acquire and lease property of any kind or character in furtherance of the purposes of the Corporation.
(d) To receive donations, to make donations, and to expend monies generally in conformance with the Act, these Articles, and the Bylaws of the Corporation.
Section 2.4. Limitations on Powers. Upon dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as exempt an organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax law, as the Board of Trustees shall determine.
Section 3.1. Voting Members. The Corporation shall not have voting members.
Section 3.2. Non-Voting Members. The Corporation shall have Non-Voting Members, who shall not be entitled to vote on any matter affecting the Corporation. Applications for Non-Voting
Membership shall be in writing on forms authorized by the Board of Trustees. An applicant shall become a Nonvoting Member upon payment of the biennial dues prescribed from time to time by the
Board of Trustees. Non-Voting Members shall have only such rights as are expressly stated by resolution of the Board of Trustees to apply to Non-Voting Members.
Section 3.3. Trustee Emeriti. The Corporation shall have Trustee Emeriti, who shall not be entitled to vote on any matter affecting the Corporation. Trustee Emeriti shall consist of former and inactive trustees of the Corporation. Trustee Emeriti shall have only such rights as are expressly stated by resolution of the Board of Trustees to apply to Trustee Emeriti.
BOARD OF TRUSTEES
Section 4.1. General Powers. The control and management of the affairs of the Corporation shall be vested in its Board of Trustees.
Section 4.2. Number and Tenure. The number of Trustees shall be no less than three (3) and no more than twenty-five (25) members with the initial Board of Trustees being three (3). Each Trustee shall hold office for a term of two (2) years or until his/her successor shall have been elected and qualified. The Board of Trustees shall have the right to increase or decrease within the limits prescribed by the Articles of Incorporation the number of Trustees by a vote of the majority of the Trustees present at a properly called meeting of the Board of Trustees.
Section 4.3. Initial Board of Trustees. The initial Board of Trustees of the Corporation shall be as follows: Sarah J. Beckman, MSN, RN and Lois W. Lowery, Ph.D., RN and Jacqueline Fawcett, Ph.D., FAAN, RN.
Section 4.4. Regular Meetings. A regular biennial meeting of the Board of Trustees shall be held without other notice than these Bylaws. The Board of Trustees may provide by resolution the time and place, either within or without the state of Indiana, for the holding of additional interim meetings of the Board without other notice than such resolution.
Section 4.5. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the President or any two Trustees. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the state of Indiana, as the place for holding any special meeting called by them.
Section 4.6. Notice of Special Meetings. Notice of any special meeting of the Board of Trustees shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail or telecopier to each Trustee at his or her address as shown by the records of the Corporation. Any Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.
Section 4.7. Quorum. The presence of a majority of all of the Trustees of any meeting shall constitute a quorum for the transaction of business of the Board.
Section 4.8. Manner of Acting. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.
Section 4.9. Telephonic Meetings. Any or all of the Board of Trustees or a committee designated by the Board may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other, and participation in this manner constitutes presence in person at the meeting.
Section 4.10. Informal Action by Trustees. Any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if prior to such action a written consent to such action is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of theBoard or committee.
Section 4.11. Power to Make Bylaws. The Board of Trustees shall have the power to make and alter any bylaw or bylaws, including the fixing and altering of the number of Trustees.
Section 4.12. Vacancies. Any Trustee may resign his/her office at any time by submitting a resignation in writing to the Board of Trustees, and upon acceptance of said resignation by the Board.
Further, any member of the Board of Trustees who shall be absent from three (3) consecutive regular meetings of the Board of Trustees, unless excused from attendance, shall be deemed to have submitted their resignation, and shall be removed from the Board. Any vacancy occurring on the
Board of Trustees by death, resignation, or otherwise, shall be filled from nominations made by a majority vote of the remaining members of the Board of Trustees, and the Trustee or Trustees so elected shall hold office for the unexpired portion of the term of the Trustee whose place is filled.
Section 4.13. Delegation of Powers. For any reason deemed sufficient by the Board of Trustees, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer or agent to any other officer or agent or Director, but no officer or Trustee shall execute, acknowledge or verify any instrument in more than one capacity.
Section 5.1. Officers. The Board of Trustees shall elect a President, President-Elect, Secretary and Treasurer and any other offices created by the Board of Trustees.
Section 5.2. Election and Term of Office. The officers of the Corporation shall be elected by the Board of Trustees at the regular biennial meeting of the Board of Trustees. The first President and first Treasurer shall be elected to a two (2) year term and the first President-Elect and first Secretary shall be elected to a one (1) year term; thereafter, all terms shall be for two (2) years. All officers and agents can be removed at any time by the affirmative vote of the majority of the members< of the Board of Trustees at a special meeting called for that purpose. Officers shall be eligible for reelection.
Section 5.3. President. The President shall preside at all meetings of the Board of Trustees and shall be an ex officio member of all committees and shall perform all such other duties as are incident to this office, including the general supervision over the affairs of the Corporation. The President may sign all written contracts of the Corporation and shall attend, whenever possible, all meetings of the Board of Trustees and its committees.
Section 5.4. President-Elect. The President-Elect shall preside at all meetings of the Board of Trustees when the President is unable to attend or is otherwise unable to so act. The President-Elect shall perform such duties as may be assigned by the President.
Section 5.5. Secretary. The Secretary shall be responsible for providing that notices required by these Bylaws be issued, and shall provide that minutes of all meetings of the Board of Trustees and membership be adequately kept. The Secretary shall be responsible for all corporate books, records and papers, any and all written contracts of the Corporation. The Secretary shall perform all other such duties as are incident to the office. In addition, the Secretary may sign all written contracts of the Corporation.
Section 5.6. Treasurer. The Treasurer shall have and be responsible for all monies and securities of the Corporation and shall make such reports to the Board of Trustees as are deemed necessary to the execution of the office. In addition, the Treasurer may sign all written contracts of the Corporation.
Section 5.7. Immediate Past-President. The Immediate Past-President shall serve as an Ex-Officio officer of the Corporation. The Immediate Past-President shall perform such duties as may be assigned by the President.
Section 5.8. Betty M. Neuman. Betty M. Neuman shall hold a lifetime position as an Ex- Officio officer of the Corporation. Betty M. Neuman shall perform such duties as may be assigned by the President.
Section 5.9. Vacancies. Vacancies among elected and appointed officers occurring during the biennial terms thereof shall be filled by the Board of Trustees.
Committees may be established from time to time as deemed appropriate by the Board of Trustees of the Corporation. Trustees of the Corporation shall serve on one or more of the following committees for two (2) year terms:
Section 6.1. Leadership Committee. The Leadership Committee shall be composed of Officers, Committee Chairs, and the Immediate Past-President. The President shall chair the committee. The committee shall lead the Corporation to support the efforts of Betty M. Neuman and to advance the development and maintain the integrity of the Neuman Systems Model through scholarly and creative works.
Section 6.2. Bylaws and Archives Committee. The Bylaws and Archives Committee shall be composed of the Secretary and one (1) or more Trustees. The Secretary shall chair the committee. The committee shall maintain the records of the Corporation and minutes of all biennial and special meetings. The committee shall also serve as liaison with the curator for the Barbara Bates Center for the Study of the History of Nursing at the University of Pennsylvania, where Betty M. Neuman and Neuman Systems Model archives are held as well as liaison to Neumann University where additional Neuman Systems Model artifacts, objects, and memorabilia are held.
Section 6.3. Operations and Fiscal Affairs Committee. The Operations and Fiscal Affairs Committee shall be composed of the Treasurer and two (2) or more Trustees. The Treasurer shall chair the committee. The committee shall oversee the fiscal management of the Corporation. The committee shall develop and maintain uniform bookkeeping and financial reporting, coordinate financial aspects of the symposia, archive storage, website fees, legal fees, and other relevant payments in accordance with the fiscal management of the Corporation. The committee shall be responsible for ensuring that an Indiana Business Entity Report is filed annually with the Indiana Secretary of State, an Indiana Nonprofit Organization’s Annual Report (NP-20) is filed annually with\ the Indiana Department of Revenue, and a federal Return of Organization Exempt From Income Tax (990 or 990-N) is filed annually with the Internal Revenue Service.
Section 6.4. Knowledge and Information Dissemination Committee. The Knowledge and Information Dissemination Committee shall be composed of the President-Elect and two (2) or more Trustees. The committee shall manage the Neuman Systems Model Education Academy. The purpose of the Neuman Systems Model Education Academy is to recognize and honor educators for their contributions to Neuman-based education. Projects that warrant recognition are courses and /or curriculum, teaching strategies, educational tools, and/or publications that demonstrate how the Neuman Systems Model has guided their development. Education applications may be at the
associate, diploma, baccalaureate, master’s or doctoral level of education. The committee shall also plan and coordinate forums to educate, update, and apprise the professional community of work related to the Neuman Systems Model and maintain the Corporation’s website.
Section 6.5. Research and Theory Development Committee. The Research and Theory Development Committee shall be composed of two (2) or more Trustees. The committee shall manage the Neuman Systems Model Research Institute. The purpose of the Neuman Systems Model Research Institute is to formulate and test Neuman Systems Model driven middle range and situation specific theories. Researchers are invited to work collaboratively in groups focused on populations, middle range and situation specific theory concepts, Neuman Systems Model concepts, or methodologies. Scholarly work is concentrated on integrated reviews of the Neuman System Model based literature to identify gaps in knowledge, as well as original single and multi-site research projects. The committee shall also engage in the continuing development and evaluation of the Neuman Systems Model through contributions of nurses and other health care professionals worldwide.
Section 6.6. Evidence-Based Practice Committee. The Evidence-Based Practice Committee shall be composed of two (2) or more Trustees. The committee shall manage the Neuman Systems Model Practice Center. The purpose of the Neuman Systems Model Practice Center is to identify individuals who have applied the concepts of the Neuman Systems Model to their Practice Setting/Center. The ultimate purpose of the Neuman Systems Model Practice Center is to Translate Research into Practice. To be inducted as a Neuman Systems Model Practice Fellow the theory guided approach needs to include and identify Neuman Systems Model concepts applied to practice.
Section 6.7. Leadership Succession and Trustee Nomination Committee. The Leadership Succession and Trustee Nomination Committee shall be composed of the Immediate Past-President and two (2) or more Trustees. The committee shall prepare and distribute the ballot of Trustees willing to hold an officer position at least sixty (60) days prior to the election date, oversee the returns, and report election results to the Board of Trustees. The Chair of this committee shall issue a call for nominations of new Trustees six (6) months in advance of the interim meeting. The call will include the number of Trustee openings, submission date for nominations, a copy of the new Trustee guidelines, and an evaluation form. Nominees will be voted on at the interim meeting and be officially installed as a Trustee at the next symposium.
Section 6.8. Executive Committee. The Board of Trustees shall have the power to appoint by resolution adopted by a majority of the entire Board of Trustees an executive committee composed of two (2) or more Trustees, who, to the extent provided in such resolution, shall have and exercise the authority of the Board of Trustees in the management of the business of the Corporation between meetings of the Board of Trustees.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 7.1. Contracts. The Board of Trustees may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 7.2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees, and in the absence of resolution such instruments shall be signed by the president, and countersigned by the treasurer of the Corporation.
Section 7.3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Trustees may select.
Section 7.4. Gifts. The Board of Trustees may accept on behalf of the Corporation any contribution, gift, grant, bequest or devise for the general purpose or for any special purpose of the Corporation.
BOOKS AND RECORDS
Section 8. 1. Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Trustees, and committees having any of the authority of the Board of Trustees, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or their agent or attorney for any proper purpose at any reasonable time.
Section 8.2. Audit. All accounts of this Corporation shall be reviewed and/or audited asdetermined by the Board of Trustees from time to time.
Section 9.1. Fiscal Year. The fiscal year of the Corporation shall be a calendar year ending on December 31st of each year.
Section 10.1. Indemnification. To the extent not inconsistent with the law of the state of Indiana, every person (and the heirs and personal representatives of such person) who is or was a Trustee or officer of the Corporation shall be indemnified by the Corporation against all liability and reasonable expense that may be incurred by them in connection with or resulting from any claim, action, suit or proceeding (a) if such Trustee or officer is wholly successful with respect thereto or (b) if not wholly successful, then if such Trustee or officer is determined to have acted in good faith, in what they reasonably believed to be the best interests of the Corporation and, in addition, with respect to any criminal action or proceeding, is determined to have had no reasonable cause to believe that this conduct was unlawful. The termination of any claim, action, suit or proceeding, by judgment, settlement (whether with or without court approval), conviction, plea of guilty or plea of nolo contenders (or its equivalent) shall not create a presumption that a Trustee or officer did not meet the standards of conduct set forth in this Section.
As used in this Section, the terms “claim, action, suit or proceeding” shall include any claim, action, suit or proceeding and all appeals thereof (whether brought by or in the right of this Corporation, any other corporation or otherwise), civil, criminal, administrative or investigative, or threat thereof, in which a Trustee or officer of the Corporation (or their heirs and personal representatives) may become involved, as a party or otherwise:
(a) by reason of their being or having been a Trustee or officer of the Corporation or of any corporation which they served as such at the request of the Corporation, or
(b) by reason of their acting or having acted in any capacity in a partnership, association, trust or other organization or entity where they served as such at the request of the Corporation, or
(c) by reason of any action taken or not taken by them in any such capacity, whether or not they continue in such capacity at the time such liability or expense shall have been incurred.
As used in this Section, the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by or on behalf of, a Trustee or officer.
As used in this Section, the term “wholly successful” shall mean (a) termination of any action, suit or proceeding against the person in question without any finding of liability or guilt against them,
(b) approval by a court, with knowledge of the indemnity herein provided, of a settlement of any action, suit or proceeding, or (c) the expiration of a reasonable period of time after the making of any claim or threat of an action, suit or proceeding without the institution of the same, without any payment or promise made to induce a settlement.
Every person claiming indemnification hereunder (other than one who has been wholly successful with respect to any claim, action, suit or proceeding) shall be entitled to indemnification (a) if special independent legal counsel, which may be regular counsel of the Corporation or other disinterested person or persons, in either case selected by the Board of Trustees, whether or not a disinterested quorum exists (such counsel or person or persons being hereinafter called the “referee”), shall deliver to the Corporation written findings that such Trustee or officer has met the standards of conduct set forth herein, and (b) if the Board of Trustees, acting upon such written finding, so determines. The person claiming indemnification shall, if requested, appear before the referee and answer questions which the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which they rely for indemnification. The Corporation shall, at the request of the referee, make available facts, opinions or other evidence in any way relevant to the referee's findings which are within the possession or control of the Corporation.
The rights of indemnification provided in this Section shall be in addition to any rights to which any such Trustee or officer may otherwise be entitled. Irrespective of the provisions of this Section, the Board of Trustees may, at any time and from time to time, approve indemnification of Trustees, officers, employees or other persons to the full extent permitted by the law of the state of Indiana, whether on account of past or future transactions.
Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the Corporation (by action of the Board of Trustees, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of any undertaking by or on behalf of the recipient to repay such amount unless they are entitled to indemnification.
The Board of Trustees is authorized and empowered to purchase insurance covering the Corporation's liabilities and obligations under this Section and insurance protecting the Corporation's Trustees, officers, members and employees.
CONFLICT OF INTEREST
Section 11.1 No contract or other transaction between this Corporation and one or more of its Trustees or any other corporation, firm, association or entity in which one or more of this Corporation's Trustee is a Trustee or officer or is financially interested, shall be either void or voidable because of this relationship or interest or because the Trustee or Trustees are present at the meeting of the Board of Trustees or a Committee thereof which authorizes, approves or ratifies such contract or transaction or because his, her or their votes are counted for such purposes, if:
(a) The fact of this relationship or interest is disclosed or, known to the Board of Trustees and Committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Trustees; or
(b) The fact of such relationship or interest is disclosed or known to the members entitled to vote and to authorize, approve or ratify such contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable to the Corporation. It is specifically understood that common or interested Trustees may be counted in
determining the presence of a quorum at a meeting of the Board of Trustees or Committee thereof, which authorizes, approves or ratifies such contract or transaction.
AMENDMENTS TO BYLAWS
Section 12.1. Amendments. These Bylaws may be amended by the affirmative vote of a majority of the Board of Trustees, provided that the text of the proposed amendments shall have been sent to all Trustees with the call for the meeting at least ten (10) days in advance of such meeting.
Upon dissolution of this Corporation, all assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any assets not so disposed shall be disposed of by the Allen County Circuit Court, Fort Wayne, Indiana exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
These Bylaws are written in compliance with the Indiana Not-for-Profit Corporation Act of 1991, and any conflict between said By-Laws and the Act shall be construed in favor of the Act.
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Corporation in all proceedings to which they are applicable and at all meetings of the Board and Committees, unless in conflict with these Bylaws or with any special rules of order the Corporation may adopt.
(On file with the Secretary of the State of Indiana.6/2016)