ARTICLE I
Name and Purposes
Section 1. Name. The name of this corporation shall be the Hospice and Palliative Credentialing Center, Inc. (“HPCC”), a Georgia nonprofit corporation. HPCC shall have such powers as are now or as may hereafter be granted by the Georgia Nonprofit Corporation Code, as may be amended from time to time (the “Code”).
Section 2. Purposes. In addition to the purposes set forth in HPCC’s Articles of Incorporation, the purposes of HPCC are to promote delivery of comprehensive palliative care through the credentialing of qualified hospice and palliative health professionals by, among other things:
a) Providing a national standard of requisite knowledge required for certification; thereby assisting the consumer, the employer and members of the health profession in the evaluation of the hospice and palliative health professional;
b) Establishing and measuring the level of knowledge required for certification in hospice and palliative care;
c) Recognizing formally those individuals who meet the eligibility requirements and pass the certification examinations developed, offered and administered by HPCC; and
d) Encouraging continued personal and professional growth in the practice of hospice and palliative care.
Section 3. Offices. HPCC shall have and continuously maintain in the state of Georgia a registered office and a registered agent whose office shall be identical with such registered office and may have such other offices within or without Georgia and such other registered agents as the Board of Directors may from time to time determine.
Section 4. Restrictions on Operations.
a) Asset Distribution. No part of the net earnings of HPCC shall inure to the benefit of, or be distributable to, its Directors, Officers, or any other member or individual, except that HPCC 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 herein.
b) IRC Compliance. Notwithstanding any other provision of these Bylaws, HPCC shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (“IRC”) (or the corresponding provisions of any future United States Internal Revenue statute).
ARTICLE II
Board of Directors
Section 1. Authority and Responsibility. The affairs of HPCC shall be managed by the Board of Directors (also referred to herein as the “Board”), which shall have supervision, control, and direction of the affairs of HPCC, shall determine its policies or changes therein within the limits of these Bylaws, shall actively promote its purposes and have discretion in the disbursement of funds. The Board of Directors, or its designee(s), has sole decision-making authority with respect to all core aspects of HPCC’s certification programs including, without limitation, all eligibility standards; standards for initial certification and maintaining certification; disciplinary determinations; the development, administration, and scoring of examinations; and the selection of subject-matter experts. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. Composition. The Board of Directors shall be composed of between seven (7) and eleven (11) voting members (as determined by the Board from time to time) as follows: (i) between four (4) and six (6) registered nurses holding the HPCC certification; (ii) one (1) individual holding the APHSW-C certification elected by the Board of Directors; and (iii) one (1) individual representing the public or non-employer consumer interest (“Public Director”) elected by the Board of Directors (each a “Director” and collectively, the “Directors”). HPCC’s Chief Executive Officer shall be an ex-officio nonvoting member of the Board for so long as they hold such office.
Section 3. Qualifications.
a) All Directors must (i) support HPCC’s purpose and mission; (ii) agree to abide by the terms of these Bylaws and such additional policies and may be adopted by the Board from time to time; and (iii) be natural persons who are 18 years of age or older.
b) Directors must meet the defined competency criteria established by the Board of Directors, with input from the Governance Committee, from time to time.
c) At least 51% of the total members of the Board must be comprised of registered nurses holding the HPCC certification.
d) The Public Director may not be (i) a current or previous hospice or palliative care nurse or professional; (ii) a supervisor, manager, direct co-worker, employee, or subordinate of individuals eligible for any of the certifications offered by HPCC; (iii) an employee of an individual certified by HPCC or of an employer of individuals in the hospice and palliative care profession; or (iv) person who currently receives or within the last five years has received income from the hospice and palliative care profession.
Section 4. Term. Directors (with the exception of the HPCC Chief Executive Officer) shall serve a three (3) year term in office, or until such time as their successors are duly elected, qualified, and take office. Directors may not serve more than two (2) terms in office; however Officers shall serve for the duration of their term in office. In order to provide for a staggered term, approximately one-third (1/3) of the Directors shall be elected each year. Directors shall take office on January 1 in the year following their election to office and their terms shall conclude at such time as their successors are duly elected, qualified, and assume their position.
Section 5. Election. The Governance Committee will annually (i) solicit nominations, vet, and evaluate candidates to fill all seats on the Board of Directors that are vacant or set to expire, and (ii) recommend a slate of qualified candidates to serve on the Board of Directors to the Board of Directors in accordance with the timeline established by the Board. The Board will annually elect Directors to fill all expired or vacant seats on the Board.
Section 6. Regular Meetings. The Board of Directors may provide by resolution the time, date, and place for the holding of a regular annual meeting and additional regular meetings of the Board of Directors without other notice than such resolution.
Section 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors. Notice of any special meeting of the Board shall state the time, date and place of the meeting and shall be delivered at least two (2) days prior to the date of such meeting.
Section 8. Electronic Meetings. Directors may participate in and act at any meeting of the Board of Directors, or any committee thereof, through the use of a conference telephone, video conference or any other means of communication by which all persons participating in the meeting are able to communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Any regular or special meeting to be held by means of electronic communication (i.e., by conference call, video conference or other means) may be held upon a minimum of two (2) days prior notice.
Section 9. Waiver of Notice. Notice of any meeting need not be given to any member of the Board of Directors who submits a signed waiver of notice whether before or after the meeting. The attendance of any Director at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by that Director. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of the meeting.
Section 10. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of the Directors are present, a majority of the Directors present may adjourn the meeting to another time without further notice.
Section 11. Manner of Acting. The act of a majority of the Directors present at a duly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.
Section 12. Action Without a Meeting/Informal Action. Any action requiring a vote of the Board of Directors may be taken without a meeting if a consent, setting forth the action taken, is signed by a majority of the entire Board of Directors. Any such consent approved by a majority of the entire Board of Directors shall have the same force and effect as action taken at a duly called and constituted meeting of the Board of Directors at which a quorum was present. Unless otherwise prohibited by the Code, the Board of Directors may approve any action by electronic means (including email).
Section 13. Resignation and Removal. Any Director may resign at any time by giving written notice to the President. In addition, any member of the Board of Directors may be removed by a 2/3 vote of the Board of Directors then in office with or without cause. Directors who fail to attend two (2) successive regular meetings of the Board may automatically be recommended for removal from office and may be removed by a majority vote of the Directors then in office. No Director shall be removed unless written notice of a meeting to remove the Director is delivered to all Directors who are entitled to vote. Such notice must state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice, and only the named Directors may be removed at such meeting.
Section 14. Vacancies. In the event of the death, resignation, removal, or incapacity of a Director, the Governance Committee shall recommend a qualified candidate to the Board of Directors to fill such vacancy and the Board of Directors shall take action to appoint an individual to fill the remainder of such Director’s unexpired term in office as soon as possible. Any person filling the remainder of a three (3) year term in office with two (2) or fewer years remaining, shall be eligible to serve two (2) full terms in such office.
Section 15. Compensation. Directors shall not receive any remuneration for their services as Directors; however, the Board of Directors, by the affirmative vote of the majority of the Directors then in office, may authorize the reimbursement of reasonable expenses for attendance at each regular or special meeting of the Board of Directors. Nothing contained herein shall be construed to preclude any Director from serving HPCC in any other capacity and receiving reasonable compensation therefore.
ARTICLE III
Officers
Section 1. Officers. The officers of HPCC shall be a President, President-Elect, Secretary, Treasurer, Immediate Past President, and such other officers as may be elected or appointed in accordance with the provisions of this Article (collectively, the “Officers”). The Board of Directors may elect or appoint such other officers as it shall deem necessary, who shall have the authority to perform such duties as may be prescribed from time to time by the Board of Directors. The Officers shall have the authority to perform the duties set forth below and as prescribed by the Board of Directors. No two (2) offices may be held simultaneously by the same person.
Section 2. Qualifications. Officers shall have served at least one (1) year as a member of the Board of Directors prior to their election as an Officer.
Section 3. Elections. The Board of Directors shall elect the Officers from amongst the members of the Board of Directors. Elections to fill all expiring or otherwise vacant Officer positions shall be held annually by the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors.
Section 4. Term.
a) The Secretary and Treasurer shall hold office for two (2) years or until their successor shall have been duly elected and qualified, or until their death, resignation or removal in the manner hereinafter provided, whichever comes first.
b) The President, President-Elect and Immediate Past President shall hold office for (1) year or until their successor shall have been duly elected and qualified, or until their death, resignation or removal in the manner hereinafter provided, whichever comes first.
c) The President-Elect automatically shall succeed to the office of President upon the conclusion of their term of office or in the event of the President’s death, resignation, or removal. The President automatically shall succeed to the office of Immediate Past President upon the conclusion of their term in office.
d) Officers (except as noted above) may not serve more than one (1) term in any individual office. The terms of the Officers shall be staggered, to the extent possible, to provide continuity of service.
e) The Officers shall take office on January 1 of the year following their election and their term shall conclude at such time as their successors are duly elected, qualified, and assume their position.
Section 5. President. The President shall be the principal officer of HPCC and shall in general supervise and oversee all the affairs of HPCC. The President shall preside at all meetings of the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except documents the execution of which shall be expressly delegated by law, the Articles Incorporation, these Bylaws, or the Board of Directors to some other officer or agent of HPCC. The President shall, in general, perform all duties customarily incident to the office of the chair or president of a not-for-profit corporation and such other duties as may be prescribed from time to time by the Board of Directors. The President automatically shall succeed to the office of Immediate Past President upon completion of their term in office.
Section 6. President-Elect. The President-Elect shall assist the President in the discharge of the duties of the President as from time to time may be assigned by the President and shall perform such other duties as may be assigned from time to time by the Board of Directors. In the absence of the President or in the event of the President’s inability or refusal to act, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect automatically shall succeed to the office of President upon the President’s completion of their term in office or in the event of the President’s death, resignation, or removal.
Section 7. Treasurer. The Treasurer shall be the principal accounting and financial officer of HPCC and shall have charge of and be responsible for the maintenance of adequate books of account for HPCC; shall supervise custody of all funds and securities of HPCC, and be responsible therefor, and for the receipt and disbursement thereof; shall deposit all funds and securities of HPCC in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and shall in general perform all of the duties customarily incident to the office of treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors. The duties of the Treasurer may be assigned by the Board of Directors, in whole or in part, to the Chief Executive Officer or their designee(s).
Section 8. Secretary. The Secretary shall keep minutes of the meetings of the Board of Directors in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with applicable law, the Articles of Incorporation and these Bylaws; shall be custodian of HPCC’s corporate records; shall keep a record of the mailing address of each Director and Officer of HPCC, which addresses shall be furnished to the Secretary by the Directors and Officers; and in general shall perform all duties customarily incident to the office of secretary and such other duties as may be assigned from time to time by the President or the Board of Directors. The duties of the Secretary may be assigned by the Board of Directors, in whole or in part, to the Chief Executive Officer or their designee(s).
Section 9. Immediate Past Chair. The Immediate Past Chair shall have such duties as may be assigned from time to time by the President or the Board of Directors.
Section 10. Resignation and Removal of Officers. Any Officer may resign at any time by giving written notice to the President. In addition, any Officer may be removed by the Board of Directors, whenever, in its judgment, the best interests of HPCC would be served by such removal. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election of an Officer or agent shall not of itself create any contract rights. Officers ceasing to be qualified automatically shall be removed from office and such vacancy shall be filled in accordance with these Bylaws.
Section 11. Officer Vacancies. In the event of the death, resignation, removal, or incapacity of an Officer (with the exception of the President, President-Elect, and Immediate Past President), the Board of Directors shall appoint an individual to fill the remainder of such person’s unexpired term in office. However, such vacancy may, in the discretion of the Board, remain empty until the next regularly scheduled election. In the event of a vacancy in the office of the President-Elect due to death, resignation, removal, disqualification or any other cause, the Governing Committee shall recommend a current member of the Board to fill such vacancy and the Board of Directors, subject to its approval of such candidate, shall take action to elect such individual to fill such vacancy at a regular meeting or special meeting called for such purpose. Notwithstanding the foregoing, in the event of a vacancy in the office of Immediate Past President, such office shall remain vacant for the remainder of the unexpired term of such office. In the event of a simultaneous vacancy in both the offices of President and President-Elect, the Board shall appoint an individual to fill the remainder of the President’s unexpired term in office and the office of President-Elect shall remain vacant until the next regularly scheduled election.
ARTICLE IV
Chief Executive Officer
The administrative and day-to-day operation of HPCC shall be the responsibility of a salaried staff head or firm employed or appointed by, and responsible to, the Board of Directors. The salaried staff head or, in the case of a firm, chief staff officer retained by the firm shall have the title of “Chief Executive Officer” (“CEO”). The CEO shall have the authority to execute contracts on behalf of HPCC and as approved by the Board of Directors. The CEO may carry out such other duties as may be specified by the Board of Directors and shall employ and may terminate the employment of members of the staff necessary to carry out the work of HPCC. The CEO shall serve as an ex officio nonvoting member of the Board of Directors and shall be invited to attend and participate (without vote) in all meetings of the Board of Directors and Executive Committee (except those held in executive session) and other committee meetings except as otherwise provided by the Bylaws.
ARTICLE V
Committees
Section 1. Committees. The Board of Directors may, from time-to-time, create standing or special committees (in addition to those set forth below), including committees whose members are not Directors, to advise and assist the Directors in carrying out their duties. The President, or an appointed board liaison, shall serve as a member of all committees, except as otherwise set forth below.
Section 2. Standing Committees.
a) Executive Committee.
i. The Executive Committee shall consist of the Officers. The CEO shall be invited to attend and participate in all meetings, without vote, of the Executive Committee, except those held in executive session. The President shall serve as the chair of the Executive Committee.
ii. The Executive Committee shall have the authority to perform the business and functions of the Board of Directors in between meetings of the Board of Directors, except as otherwise set forth in these Bylaws or the Code. It is intended that the Executive Committee act only when it is impracticable, impossible, or inadvisable to convene the entire Board of Directors or when the nature of the action to be taken calls for immediacy or is highly sensitive or confidential in nature.
iii. The Executive Committee shall meet in person or by conference or video call upon the request of the President or a majority of the members of the Executive Committee. Each member shall have one vote. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any duly called meeting of the Executive Committee; provided when less than a quorum is present at said meeting, a majority of the members present may adjourn the meeting without further notice. The act of a majority of the members present at a duly called meeting at which a quorum is present shall be the act of the Executive Committee.
iv. Any action requiring a vote of the Executive Committee may be taken without a meeting if consent, setting forth the action taken, is approved by all the members of the Executive Committee entitled to vote with respect to the subject matter thereof.
b) Other Standing Committees. The Board of Directors may establish other standing committees to support HPCC’s purposes as it deems necessary. Such committees shall include, at a minimum, a Finance and Audit Committee and a Governance Committee. Members of such committees may be comprised of Directors as well as other individuals; provided, however, if a standing committee has the authority of the Board of Directors, a majority of its members must be comprised of Directors. Except as otherwise set forth in these Bylaws:
i. the action establishing a standing committee shall set forth the committee’s purpose, authority and required qualifications for membership on the committee;
ii. the Board of Directors, or its designee(s), shall determine the composition of HPCC’s standing committees;
iii. at all meetings of any standing committee, a majority of the members thereof shall constitute a quorum for the transaction of business;
iv. a majority vote by committee members present and voting at a meeting at which a quorum is present shall be required for any action;
v. committee members may participate in and act at any meeting of a committee through the use of a conference telephone, video conference or any other means of communication by which all persons participating in the meeting are able to communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating;
vi. vacancies in the membership of a standing committee shall be filled by appointments made in the same manner as the original appointments to that committee;
vii. the Board of Directors or its designee(s) shall develop and approve policies and procedures for the operation of all standing committees. All such policies shall be subject to the approval of the Board of Directors; and
viii. all standing committees shall report to the Board of Directors.
Section 3. Advisory/Ad Hoc Committees and Task Forces. The Board of Directors may appoint such advisory or ad hoc committees and task forces as are necessary and appropriate to support the purposes of HPCC. The action establishing such a committee or task force shall set forth the purpose and composition of the committee or task force, the duration of the committee or task force, and any required qualifications for membership on the committee or task force. The Board of Directors shall develop and approve general policies and procedures for the operating of all advisory or ad hoc committees and task forces. All committees, task forces, advisory or ad hoc committees shall report to the Board of Directors.
ARTICLE VI
Credentialing
Section 1. Issuance of Certificates.
a) HPCC may issue certificates to candidates who voluntarily apply and meet HPCC’s requirements for certification, fulfill the requirements for and achieve satisfactory completion of the applicable certification, receive a passing score on the applicable certification examination, and meet such other requirements as may be determined by HPCC from time to time.
b) Certificates shall at all times remain the property of HPCC. An individual whose certification is suspended or revoked shall return their certificate to HPCC and shall not hold themselves out to be certified by HPCC.
c) HPCC may, in its sole discretion, offer additional certifications or discontinue certifications programs at any time.
d) All certificates and examinations offered by HPCC are governed by the terms of the Candidate Handbook, as amended from time to time. All candidates and certificate holders must abide by the policies, requirements and terms set forth in the Candidate Handbook.
Section 2. Designations. Any individual who meets the requirements for one or more of the certifications offered by HPCC shall receive the appropriate designation, which they will be entitled to use, subject to the rules regarding such use adopted from time to time by the Board of Directors and as set forth in the HPCC Candidate Handbook.
Section 3. Denial or Revocation of Certification.
a) HPCC may bar an individual from qualification or revoke an individual’s certification for due cause, including, but not limited to, the following:
i. Failure to meet the eligibility requirements for the applicable examination, whether or not the deficiency was known to HPCC prior to the issuance of certification;
ii. Withholding information or making a material misstatement in any representation to HPCC, whether or not intentional;
iii. Evidence of irregular practices in connection with an HPCC certification examination, whether or not such practices affected the affected individual’s performance;
iv. Conviction by a court of competent jurisdiction of any felony or a misdemeanor involving a matter having a material relationship to the practice of nursing;
v. Limitation or termination of any right associated with the practice of medicine in any state, province or country, including, but not limited to, the voluntary surrender of a license to practice nursing;
vi. Violation of any provision of the Candidate Handbook; or
vii. For such additional causes as may be described in the Candidate Handbook or such policies or procedures as may have been adopted by the Board of Directors from time to time.
b) The investigation, conduct and referral of any certification denial or revocation shall be conducted in accordance with the Candidate Handbook and such additional policies and procedures as may be adopted by the Board of Directors from time to time.
ARTICLE VII
Finance
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of HPCC, 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 HPCC, and such authority may be general or confined to specific instances.
Section 2. Payment of Indebtedness. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of HPCC shall be signed by such officer or officers, agent or agents of HPCC and in such manner as shall be determined by action of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the CEO.
Section 3. Deposits. All funds of HPCC shall be deposited to the credit of HPCC in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of HPCC any contribution, gift, bequest, or devise for the general purposes or for any special purpose of HPCC.
Section 5. Books and Records. HPCC shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, Executive Committee, and any committees having the authority of the Board of Directors.
Section 6. Annual Review. The Board of Directors shall provide for an annual audit or outside review of the financial records of HPCC by a certified public accountant.
Section 7. Fiscal Year. The fiscal year of HPCC shall be determined from time to time by the Board of Directors.
ARTICLE VIII
Use of Electronic Communication
Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.
ARTICLE IX
Amendments
These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board at which a quorum is present.
Dissolution
In the event of the dissolution of HPCC, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of HPCC, dispose of all of the assets of HPCC (except any assets held by HPCC upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusively for the purposes of HPCC in such manner, or to such organization or organizations which are then qualified as exempt within the meaning of Section 501(c)(6) or 501(c)(3) (but only if the purposes and objectives of such organization(s) are similar to the purposes and objectives of HPCC) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law), as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of HPCC is then located, to be used in such manner as in the judgment of such court will best accomplish the general purposes for which HPCC was organized.
ARTICLE X
Indemnification
HPCC shall indemnify its past and present Directors, Officers and employees to the full extent permitted by the Code and other applicable law. HPCC shall be entitled to purchase insurance for such indemnification of Officers and Directors to the full extent as determined by the Board of Directors.