ARTICLE 4: DIRECTORS

SECTION 1. Number

The corporation shall have not more than twenty-one directors and collectively they shall be known as the Board of Directors.

SECTION 2. Qualifications

Directors shall be of the age of majority in this state. Other qualifications shall be as follows:

(a) Shall be employed as a Psychometrist for one year.

(b) Not more than one third of the Board members may be from the same employment location.

(c) In the event that a current Board member becomes separated from his/her participation in the activities associated with the field of Psychometry, it is incumbent that said Board member notify in writing (via conventional mail, e-mail, or facsimile) the

President, the Secretary, or the Board of Directors of his/her separation and include the separation date. A period of six months, to begin on the first day of separation as noted in the Board member's notice, shall be allowed for said Board member to secure participation in activities associated with the field of Psychometry. If said Board member resumes activities associated with the field of Psychometry, he/she shall again notify in writing the appropriate individuals as describe above, and his/her tenure as Board member shall not be interrupted or disputed. If said Board member does not resume participation in activities associated with the field of Psychometry, then a formal letter of resignation will be expected and should be forwarded to the President, the Secretary, or the Board of Directors. These proceedings are subject to the provisions outlined in Article 4, section 14 regarding VACANCIES.

(d) NAP Members who hold any doctoral level degree shall not be permitted to serve on the NAP Board of Directors and shall have no voting privileges regarding business and decisions of the NAP Board. However, these individuals may serve on committees formed by NAP and may also act in an advisory or consultant capacity to the NAP Board.

(e) NAP Board Members may not serve a concurrent term as a member of the Board of Certified Psychometrists (BCP). Likewise, a member of the BCP may not serve a concurrent term on the NAP Board of Directors (amended 1/5/09).

SECTION 3. Powers

Subject to the provisions of the laws of this state, any limitations in the Articles of Incorporation, and these Bylaws; the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 4. Duties

It shall be the duty of the directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, of all officers, agents and employees of the corporation;

(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

(d) Meet at such times and places as required by these Bylaws;

(e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or faxed to them at such addresses shall be valid notices thereof.

SECTION 5. Term of Office

Each Director shall hold office for a period of two years, with the option to serve a second term at the end of his/her first term, not to exceed two consecutive terms. At such time as a Director’s second term on the Board of Directors concludes, said Director must wait for a period equal to not less than two years before he/she can be nominated to the Board of Directors again. This provision shall be in keeping with the parameters set forth by Article 4, Section 14 regarding VACANCIES.

SECTION 6. Compensation

Directors shall serve without compensation except that a reasonable fee may be paid to directors with board approval, for reimbursement of expenses incurred in the performance of their duties, such as purchases made for the benefit of the corporation. Membership Chair(s), Conference Planning Committee, NAP Board Officers (President,

Vice-President, Treasurer, and Secretary) are entitled to have their conference registration fee waived in return for their service to the organization. NAP Board Members who are not officers may file a written request to the NAP Board Officers in order to have their conference fee waived for one year if they feel that they have contributed significantly through a project or other endeavor that has directly benefited NAP. These individuals must have served at least 12 consecutive months on the Board in order to appeal to the

NAP Officers.

SECTION 7. Place of Meetings

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.

SECTION 8. Regular Meetings

Regular meetings of the directors may be held on a biannual basis. At the annual conference of directors, directors and officers shall be elected by the Board of Directors.

Voting for the election of directors and officers shall be by written ballot. Each director and officer shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected. The candidates receiving the highest number of votes up to the number of directors or officers to be elected shall be elected to serve.

SECTION 9. Special Meetings

Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the ice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

SECTION 10. Notice of Meetings

The following provisions shall govern the giving of notice for meetings of the board of directors:

(a) Regular Meetings. Notice need be given of any regular meeting of the board of directors at least one month prior to the meeting date.

(b) Special Meetings. At least one month prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first facsimile transmission.

(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

SECTION 11. Quorum for Meetings

A quorum shall consist of a majority of the members of the Board of Directors. No business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 12. Majority Action as Board Action

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.

SECTION 13. Conduct of Meetings

Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by such procedures as may be approved from time to time by the board of directors, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

SECTION 14. Vacancies

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of the state of Minnesota. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.

SECTION 15. Nonliability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 16. Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

SECTION 17. Insurance for Corporate Agents

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

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