Bylaws of the
eNAP Unit of the NATIONAL ASSOCIATION OF PARLIAMENTARIANS®
ARTICLE I - Name and Affiliation
The name of this unit shall be the eNAP Unit, a constituent division of the NATIONAL ASSOCIATION OF PARLIAMENTARIANS®. The Unit shall also be referred to as eNAP. As a constituent division of the NATIONAL ASSOCIATION OF PARLIAMENTARIANS® (NAP), the Unit shall be subject to all applicable rules of NAP.
ARTICLE II - Object
Section 1. General Object. This unit is organized exclusively for educational purposes of studying, teaching, promoting and disseminating the philosophy and principles underlying the rules of deliberative assemblies; furthering the growing interest in parliamentary rules in both public and private schools on all levels; upholding the general principles of obedience to law and lending moral aid and strength to the parliamentary activities of its members; providing educational services regarding instruction in the deliberative process, participatory democracy, parliamentary and meeting procedures, and member-based governance to the professional and volunteer leadership and active members of membership associations, public officials, and members of the general public; and carrying out such other activities as may be necessary or useful in the furtherance of these purposes in accordance with Section 501(c)(3) of the Internal Revenue Code, or a corresponding section of any future tax code.
Section 2. Specific Object. The specific object of eNAP shall be:
(a) to promote the study of parliamentary procedure and the educational programs of NAP;
(b) to explore how traditional procedural rules need adapting for use in electronic meetings;
(c) to explore technologies, facilities and methods for conducting meetings electronically;
(d) to hold meetings electronically so its members and officers can develop knowledge and skill in meeting electronically; and
(e) to provide a parliamentary study group available to members via the internet regardless of physical location.
ARTICLE III - Members
Section 1. Obtaining Membership. Any member of NAP may request membership by submitting an application to the membership committee, which shall verify the applicant's NAP membership status. Regular membership (primary or affiliate as defined by NAP) shall be granted automatically upon verification of NAP membership. Provisional membership shall be granted by majority vote at any meeting to any person preparing for NAP membership, provided that he or she previously attended a meeting of this unit within the past year.
Section 2. Ending Membership. Any member may resign upon request submitted to any officer of the Unit or directly at a meeting. In the former case, the officer shall announce the resignation to the Unit at a meeting or by e-mail. Resignation from membership requests shall be granted automatically without vote. Any member who has not attended any meetings since the previous annual meeting, and who has not notified the membership committee that he or she wishes to remain a member, shall be deemed to have forfeited membership as of the close of the annual meeting.
ARTICLE IV – Dues and Finances
Section 1. Dues. There shall be no unit dues.
Section 2. Fiscal Year. The unit’s fiscal year shall be the same as the NAP fiscal year.
Section 3. No Personal Inurement. No part of the net earnings of the unit shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the unit 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 Article II.
ARTICLE V - Officers
Section 1. Officers. The officers of eNAP shall be a President, a Vice-President and a Secretary. These officers shall perform the duties prescribed by these bylaws, by the parliamentary authority, and as directed by eNAP.
Section 2. Term of Office. The officers shall be elected to serve for one year or until their successors assume office, and their term of office shall begin at the close of the annual meeting.
Section 3. Nomination Procedure. A Nominating Committee of three members shall be elected at the October Meeting. The committee shall nominate a candidate for each elective position to be filled at the next Annual Meeting and present its report at the December meeting.
Section 4. Office-Holding Limitations. No member shall hold more than one office at a time, and no member shall be eligible to serve more than two consecutive terms in the same office. These limits shall be waived if there is but one nominee for the office.
Section 5. Vacancies. The Vice-President shall become President upon a vacancy in that office. A vacancy in any other office shall be filled by appointment by eNAP by majority vote with notice or nine-tenths vote without notice.
ARTICLE VI - Meetings
Section 1. Regular Meetings. The regular meetings of eNAP shall be held on the second Monday of every month unless otherwise ordered by the Unit or Executive Board.
Section 2. Annual Meetings. The regular meeting in January shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.
Section 3. Special Meetings. Special meetings may be called by the President, by any two officers, or by any four members or thirty percent of the members, whichever is less. The purpose of the meeting shall be stated in the call. Except in cases of emergency, notice shall be given at least 5 days in advance.
Section 4. Quorum. Twenty percent of the members or seven members, whichever is less, shall constitute a quorum. At the next meeting held after a meeting failing to obtain a quorum, the quorum shall be one half of the quorum for the preceding meeting, if such reduced quorum is noted in the meeting notice, and the meeting notice is e-mailed to members at least 5 days before the meeting.
Section 5. Location. Meetings shall be held via Zoom unless otherwise ordered by the Unit or Executive Board. The location shall be posted on the Unit's home page if possible. Any alternate location shall be accessible via the internet using a standard web browser. The default location may be amended by a majority vote with notice or with a two-thirds vote without notice. Chat room, telephone, and video conference meetings are authorized.
Section 6. Notice. All notices shall be given by e-mail to the e-mail address on file for each member. Due to members being in different time zones, a notice requirement for N days shall mean N times 24 hours.
Section 7. Web Site. The Unit shall maintain a web site which shall include a schedule of regular meetings and the notices for all other meetings, but the web site version of notices shall omit sensitive details regarding the purpose for a special meeting. The schedule and the meeting notices shall include the time and location of the meetings.
Section 8. Secret Voting. The Unit, Executive Board, or President shall provide a means for secret voting via the internet, with links and instructions posted on the Unit's web site.
ARTICLE VII - The Executive Board
Section 1. Board Composition. The officers of the Unit shall constitute the Executive Board.
Section 2. Board's Duties and Powers. The Executive Board shall have general supervision of the affairs of the Unit between its business meetings. The Board shall be subject to the orders of the Unit, and none of its acts shall conflict with action taken by the Unit and still in effect.
Section 3. Conduct of Business. The Executive Board shall meet at the call of the President or upon request by two members of the Board. Board meetings may be conducted in a chat room, or by telephone or video conference. Board meetings shall be open to other eNAP members as observers unless otherwise ordered by the Board.
The Board is authorized to conduct business, partly or completely, by correspondence outside of a meeting, and reports of the Board shall contain what is agreed to by a majority of Board members outside a meeting, so long as all members have had reasonable opportunity to debate the matter.
ARTICLE VIII - Committees
Section 1. Standing Committees. The standing committees shall be an education committee and a membership committee. The president shall appoint all committees with approval of the executive board. The list of standing committees may be amended by the Unit by a majority vote with notice or a two-thirds vote without notice.
A. The education committee shall be chaired by the Vice President and shall develop and coordinate educational programs for the Unit.
B. The membership committee shall be chaired by the secretary and shall promote the retention and recruitment of eNAP members.
Section 2. Special Committees. Special committees shall be established as needed by the Unit. Special committees shall be appointed by the President with the approval of the Executive Board, except in the absence of the President at the time of establishment, in which case the chairman and members shall be elected by the Unit.
Section 3. Ex Officio Members. The President shall be ex officio a member of all committees except any Nominating Committee.
Section 4. Conduct of Business. Committee meetings may be conducted in a chat room, or by telephone or video conference. All committees are authorized to conduct business, partly or completely, by correspondence outside of a meeting, and reports of these committees shall contain what is agreed to by a majority of committee members outside a meeting, so long as all members have had reasonable opportunity to debate the matter.
ARTICLE IX – Dissolution
Section 1. Upon the dissolution of the unit, 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.
Section 2. The unit charter shall be returned to NAP Headquarters. If at the time of dissolution NAP meets the criteria under Section 1, the assets shall be liquidated and distributed to NAP.
ARTICLE X - Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Unit in all cases to which they are applicable and in which they are not inconsistent with NAP's or these bylaws and any special rules of order the Unit may adopt. In applying the parliamentary authority, the Unit shall be considered a deliberative assembly when meeting using any platform authorized in these bylaws.
ARTICLE XI - Amendment of Bylaws
These bylaws may be amended at any regular meeting of the Unit by a two-thirds vote with notice, or a nine-tenths vote without notice, or at any special meeting with suitable notice by a three-fourths vote.
January, 2nd Monday, Annual Meeting. Annual reports from officers and committees (VI.2). Elect officers (VI.2).
February, 2nd Monday, Regular Meeting (VI.1).
March, 2nd Monday, Regular Meeting (VI.1).
April, 2nd Monday, Regular Meeting (VI.1).
May, 2nd Monday, Regular Meeting (VI.1).
June, 2nd Monday, Regular Meeting (VI.1).
July, 2nd Monday, Regular Meeting (VI.1).
August, 2nd Monday, Regular Meeting (VI.1).
September, 2nd Monday, Regular Meeting (VI.1).
October, 2nd Monday, Regular Meeting (VI.1). Elect Nominating Committee (V.3).
November, 2nd Monday, Regular Meeting (VI.1).
December, 2nd Monday, Regular Meeting (VI.1). Nominating Committee reports (V.3).