TABLE OF CONTENTS
Article I. Definitions
Section 1. Name
Section 2. Definition of Naturopathic Medicine
Section 3. Offices
Section 4. Seal
Article II. Purpose
Article III. Membership
Section 1. Membership Classification
B. Allied Health
Section 2. Membership Application
Section 3. Membership Dues
Section 4. Assessments
Section 5. Membership Certificate
Section 6. Membership Revocation
Article IV. Meetings
Section 1. Regular and Special
Section 2. Time and Place
Section 3. Notice
Section 4. Voting by Mail, Telephone or E-mail
Section 5. Quorum
Section 6. Order of Business
Article V. Officers and Directors
Section 1. General Powers
Section 2. Nominations and Elections
Section 3. Terms
Section 4. Board of Directors
Section 5. Officers
A. Duties of Officers
C. Vice President
Section 6. Absence
Section 7. Resignation or Revocation of Officer or Director
Section 8. Compensation
Article VI. Committees
Section 1. Terms
Section 2. Executive Committee
Section 3. Membership Committee
Section 4. Legislative Committee
Section 5. Public Relations Committee
Section 6. Ethical Practice Committee
Section 7. Presidential Vote
Section 8. Report to Executive Committee
Section 9. Revocation by Executive Committee
Section 10. Revocation by Members
Article VII. Code of Ethics
Article VIII. Conduct of Members and Officers
Section 1. Suspension/Expulsion of Members
Section 2. Misconduct
Section 3. Member Rights
Section 4. Charges
Section 5. Judicial Body
Article IX. Association Records, Reports and Finances
Section 1. Records
Section 2. Contracts
Section 3. Fiscal Year
Section 4. Loans
Section 5. Deposits
Section 6. Checks, Drafts, etc
Section 7. Annual Reports
Section 8. Annual Audit
Article X. Miscellaneous
Section 1. Robert's Rules of Orders
Section 2. Revisions and Amendment
Section 3. Indemnification
Section 4. Non-discrimination Disclaimer
Article I. Definitions
Article I. Section 1. Name
This organization shall be known as Idaho Association of Naturopathic Physicians, hereafter known as the Association or as IANP
Article I. Section 2. Definition of Naturopathic Medicine
This Association recognizes and adopts the definition of naturopathic medicine as defined by the American Association of Naturopathic Physicians Position Paper, adopted Nov. 1, 1989:
Naturopathic medicine is a distinct method of primary health care - an art, science, philosophy and practice of diagnosis, treatment and prevention of illness. Naturopathic physicians seek to restore and maintain optimum health in their patients by emphasizing nature's inherent self-healing process, the vis medicatrix naturae. This is accomplished through education and the rational use of natural therapies.
Article I. Section 3. Offices
The principal office of the association shall be located at the secretary's address. The registered office of the association as required by the Idaho Nonprofit Corporation Act to be maintained in the State of Idaho may be, but need not be, identical with the principal office in the State of Idaho, and the address of the registered office may be changed from time to time by the board of directors
Article I. Section 4. Seal
The Association shall have a common seal containing the words "The Idaho Association of Naturopathic Physicians" in a manner approved by the general membership.
Article II. Purpose
This Association is a nonprofit corporation under the Idaho Business Corporation Act. The purpose of this Association shall be to advance the philosophy, science and art of naturopathic medicine to professionals as well as the general public. Our mission includes to unify naturopathic practitioners to establish and maintain licensing which includes a grandfathering clause that is all inclusive of different qualified educational approaches. Continuing education shall be offered to provide opportunities to fulfill current license requirements.
Article III. Membership
Article III. Section 1. Membership Classification
The membership of this organization shall be of two classes:
Active and Associate.
IANP membership status does not imply qualification for licensure in the state of Idaho.
A. Active Membership
Active members will be naturopaths who are licensed or who are practicing unlicensed under the statutes of the State of Idaho. These members will have full membership rights, including voting.
B. Associate Membership
1. Allied Health
Allied Health members shall include health care professionals, health care providers, and /or physicians of other disciplines wishing to gain knowledge and lend support to naturopathic medicine within the State of Idaho. Associate Members shall have a voice in the meetings or business of the Association; Associate members are not eligible to vote on Association matters, or to hold Association office.
Corporate members shall consist of professionals, businesses, and organizations who believe in the principles of naturopathic medicine and who wish to forward the interests of the profession in the state of Idaho. They shall have no voice or vote in the business of the Association.
Honorary members shall consist of persons who have been elected to such membership by a vote of the Association. They shall be under no financial obligation to the Association, nor shall they have voice or vote in the business of the Association except by permission granted by the Association President.
Student members shall be enrolled at a college whose graduates are eligible for licensed membership. They shall be eligible for reduced or waived membership fees; they shall have no voice or vote in the business of the Association.
Article III Section 2. Membership Application
Membership application shall be made on a form and in a manner prescribed by a Membership Committee. The application shall be accompanied by a nonrefundable application fee for professional and associate membership. The full amount of dues for a year's membership shall be submitted upon approval of membership. If approval should occur during the fall board meeting, the full fee as well as the spring renewal fee shall still apply. This shall not apply to a person making application for a renewal of membership within the same fiscal year in which he was dropped from membership for nonpayment of dues.
Article III. Section 3. Membership Dues
The annual dues of the membership shall be established not less than thirty (30) days prior to the start of the designated fiscal year (spring meeting) by a 2/3 majority vote of board Directors present and voted on by the general membership at a properly constituted regular, fall or special meeting. This shall include the amount, schedule of payment, renewal dates and starting date of the membership year.
Article III. Section 4. Assessments
To meet emergencies the Association, by majority vote, may levy such voluntary assessments as may be necessary. Proposals for emergency assessments require approval of the Association officers prior to presentation to the membership.
Article III. Section 5. Membership Certificate
Certificates of membership shall be of such form and device as the Board of directors may elect, and such certificates shall be signed by the President, and countersigned by the Secretary. The certificate shall bear the seal of the Association and a current validation sticker.
Article III. Section 6. Membership Revocation/Suspension
The Board of Directors may suspend and/or terminate membership for sufficient cause. Sufficient cause shall include, but not be limited to, violations of the bylaws, the laws or practices duly adopted by the Association or any other conduct prejudicial to the interests of the Association.
Any member whose license to practice naturopathic medicine has been revoked shall automatically cease to be a member. Such membership may be renewed if and when the revoked license has been restored.
Any member whose license has been suspended may remain as a member of the Association, but will have no vote during the period of his or her license suspension.
Any member that has been expelled may, after application and positive review by a majority vote of the Board and the payment of a reinstatement fee, be reinstated to the membership of the Association. Application for reinstatement may be made after a three (3) month waiting period.
Implementation of Membership revocation or suspension shall be based upon Due Process guidelines as described in Article VII and VIII.
Article IV. Meetings
Article IV. Section 1. Regular and Special
The annual general meeting of the IANP shall be in spring. A board meeting shall take place in the fall. Special meetings may be held at any time upon the call of the President or by a majority of the Executive Committee or upon written request of 25% of the membership.
Article IV. Section 2. Time and Place
Time and place for holding the annual general meeting and fall board meeting shall be determined and stated at least 90 days before the date thereof. When not determined by a vote of the Association at an annual meeting, the time and place of the next annual meeting shall be determined by the Executive Committee.
Article IV. Section 3. Notice
Notice of all meetings shall be sent at least 6 (six) weeks prior to meetings and an agenda shall be sent at least 10 (ten) days prior to the meeting, unless notice is waived by a majority vote of the directors to facilitate a special meeting. Not less than five days notice shall be given for monthly or special meetings. All members of committees shall be given at least five days notice of the meetings of committees of which they are members.
Article IV. Section 4. Voting by Mail, Telephone or E-mail
The Board of Directors and Executive Committee or the active membership may conduct business and/or vote by any and all means provided that all members of the respective body consent to do so and approve the record (minutes) made of such business at the next regular or special meeting.
Article IV. Section 5. Quorum
A two thirds majority of the active membership shall constitute a quorum for the transaction of business at any meeting; and a two thirds majority of the board of directors or any committee shall have authority to act for that board or committee. Written absentee ballots, specifying comments and/or votes on particular agenda items may be accepted at the discretion of the President.
Article IV. Section 6. Order of Business
Order of business at annual and special meetings shall be as follows, unless suspended by a two thirds majority of the members present.
(A) Call to order by the President and opening prayer
(B) Approval of agenda
(C) Membership count, dues, financial statement
(D) Acceptance and reception of new members
(E) Election of new officers and directors
(F) Reading of last minutes
(G) Unfinished old business
(H) Committee reports
(I) New business
(J) Next meeting date and location
(K) Adjournment and closing prayer
Article V. Officers and Directors
Article V. Section 1. General Powers
The business and affairs of the Association shall be managed by its Board of Directors. The Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Association as they deem proper, not inconsistent with these Bylaws, the Articles of Incorporation, the laws of this State and the United States.
Article V. Section 2. Nominations and Elections
Officers and board directors of the IANP shall be chosen from active members in good standing at the annual meeting. Officers must be members of the Board of Directors. Directors of the board shall have been members of the Association for at least one (1) year in order to be eligible for nomination and election. Any two (2) offices may be held by the same person, except the office of President and Vice-President.
Nominations shall be a regular order of business before the annual meeting of the Association. Nominations may be made from the floor immediately preceding balloting and/or a Nominations Committee established for that purpose. Nominating speeches are limited to 2 minutes. Vote shall be taken by ballot or absentee ballot, and the nominees receiving the greatest number of votes shall be elected.
Article V. Section 3. Terms
Officers shall each serve for two (2) years and board directors for three (3) years. Their term of office shall begin immediately after election. Members of the first Board of Directors will determine at the Board's first meeting the manner in which the terms of service of the initial Board will be staggered in order to provide for the appropriate expiration dates of Directors' terms
Vacancies in the Board of directors shall be filled by appointment by the President, and such director shall hold office until his successor is elected by the membership at the next annual meting.
Article V. Section 4. Board of Directors
The Corporation shall have a Board of at least five (5) Directors unless the number is changed in accordance with these Bylaws. Should the Association require that the Board's numbers grow beyond these five (5) elected officers, it shall establish further election procedures for the new Board positions, and shall define which of the current Board responsibilities would be delegated to the Executive Committee and which retained by the full Board, by revising or adding to existing Bylaws.
The board shall meet before the annual membership meeting in spring as well as for a board meeting in fall.
Article V. Section 5. Officers
Officers of this Association shall be the President, the Vice President, the Secretary, the Treasurer. All officers shall be elected in accordance with the provisions of Article V, Section 2. of these By Laws.
A. Duties of Officers
Duties of the officers of the Association shall be respectively such as are specified by Robert's Rules of Order (revised) for such officers.
President shall preside at all meetings of the Association and act as chairperson of the Executive Committee, and shall be a member ex-officio, with rights to vote, on all committees. The President shall administer the Bylaws and perform all the duties incident to his/her office and generally shall oversee the business and affairs of the Association. President may call for a random audit as per Article IX, Section 8 and be a member of the membership committee. S/He will serve as a liaison with other professional organizations.
C. Vice President
Vice President shall preside as President at all meetings in the absence of the President. S/He shall act as the Chairperson of the Ethical Practice Committee. It shall be the duty of said committee to investigate and report misconduct of members and to report to the Association or to the Executive Committee according to Article VII and VIII of these bylaws.
The Secretary shall keep and maintain all minutes of regular or special meetings of the Association and see that all notices are duly given in accordance with the provisions of these Bylaws and attached Policies. As provided by Idaho Law, the books and records of accounts, minutes and record of members shall be kept by the Secretary and shall be open at all times for the inspection by the members.
The original or a copy of these Bylaws and Policies, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the members of the association.
The Secretary shall be a member of the membership committee and keep a record of all members taken into the Association, together with a list of all members suspended or expelled, fined or dropped for non payment of dues, as well as a list of members in good standing, including their postal addresses, e-mail, business, home and cell phone numbers, and report the same to the annual meeting. Secretary shall keep a running account of office terms of all board directors and officers as well as to the secretary of state.
The Secretary shall have a permanent mailing address, which shall be the principle office of the association and shall be responsible for Association correspondences.
Treasurer shall have the care and custody and be responsible for all the funds and securities of the Association. S/He shall deposit all Association funds promptly in a bank which shall be designated by written order of the Board of Directors.
S/He shall keep accurate books and records of account for all business transactions of the Association, which shall be subject to verification and inspection by the Board of Directors. The Treasurer shall render a full financial report of the business affairs and standing of the Association at regular meetings.
S/He shall further perform all duties incident to the office of the Treasurer of the Association and such further duties relating to the financial affairs of the Association that may be assigned by the Executive Committee or the Association. S/he shall be a member of the membership committee. The Treasurer shall have a permanent address.
Article V. Section 6. Absence
Any member of the Board of Directors unable to attend a meeting shall within fifteen (15) days, advice the President of the reason for their absence. Two consecutive "unexcused" absences as defined by the President shall constitute resignation from office.
In case of absence, directors shall send written comments and votes on agenda items to the secretary to be read at the board meeting.
Article V. Section 7. Resignation and Revocation of Officer or Director
Any Director of officer may resign and such resignation shall take effect (a) at the time specified in the notice of resignation or (b) if unspecified, at the time set by the board in accepting a resignation. In no case may a Director or Officer resign prior to the Board of Directors receiving and accepting notice of such resignation.
Any officer or Director may be removed by a two-thirds vote of the entire Board of Directors or two-thirds vote of the Regular Membership at any Annual Meeting or duly convened Special Meeting. Any active member may file a charge of neglect in writing against an officer or Director. Such charges must be specific and must be filed with the Secretary of the Association, who shall make a record of same and refer the charges to the President according to Article VIII. If recall is affected, an election to fill the vacancy will be held only at a special or annual meeting, with 30 days prior notice.
In a case where the member accused of misconduct is either the Association President or the Secretary, the Association Vice President shall perform the duties ascribed to these entities above, in a misconduct procedure.
Article V. Section 8. Compensation
The Officers may receive such yearly compensation for their services as may be approved by a committee of the membership which includes the Association Treasurer, and reported to the membership at its annual meeting.
Article VI. Committees
Article VI. Section 1. Terms
The Board of Directors, by resolution, may designate from among its members an executive committee or may designate from the general membership other committees consisting of a least two (2) members. These committees are to be supervised by Association officers. Committee appointees shall be professionalmembers in good standing with the Association. The actions of the committees shall be reported to the Board of Directors.
Article VI Section 2. Executive Committee
The Officers of the Association may constitute the Executive Committee, acting on behalf of the Board of Directors between meetings of the full Board.
The Executive Committee's duty shall be to act for and instead of the Association when the Association is not in session. The Executive Committee shall appoint members and chairpersons of all committees.
An annual budget shall be prepared by the Executive Committee and presented at the general spring meeting for approval by membership. Any expenditure in excess of ($1000.00) must be approved by the Executive Committee.
The Executive Committee has the responsibility to hire and fire paid staff.
The Executive Committee shall select among professional members in good standing the names of members (two (2) to four (4) nominations for each board position occupied by naturopathic physicians) of those qualified to serve on the naturopathic licensing board and formulary council. The selection of these members shall take place as required by the Naturopathic Physicians' Licensing Act. For the first nominations, names shall be equally selected from both former associations.
Article VI Section 3. Membership Committee
Membership Committee shall consist of at least the President, Secretary, and Treasurer, and their duty shall be to investigate the qualifications of all applicants for membership, and to report their findings to the Association, such report to become part of the permanent record.
Article VI Section 4. Legislative Committee
Legislative Committee shall consist of one or more members chosen by the Association or the Executive Committee. Their duties shall be to report on proposed legislation and to promote legislation favorable to naturopathic medicine or which might affect the interests of naturopathic medicine.
Article VI Section 5. Public Relations Committee
Public relations committee shall have charge of all publicity and continuing education. They may conduct campaigns approved by the Association or the Executive Committee for the education of the public concerning the merits of naturopathic medicine, and shall have charge of all entertainment sponsored by the Association. This committee may establish and maintain an informative updated web page.
Article VI Section 6. Ethical Practice Committee
Ethical Practice Committee shall consist of the Vice-President and one other Board director and their duty shall be to implement Article VIII of member misconduct.
Article VI Section 7. Presidential Vote
President shall be ex officio member of all committees with voice and right to vote.
Article VI Section 8. Report to Executive Committee
All committees report to the Executive Committee when required to do so by that committee.
Article VI Section 9. Revocation by Executive Committee
The actions of the Committees shall be reported to the Executive Committee and in case of disapproval, a majority vote of the Executive Committee will be necessary for the revocation of the action/report.
Article VI Section 10. Revocation by Members
Action of any committee can be revoked by a two thirds vote of the members present at any meeting of the Association; provided that if such action of the Executive Committee shall have resulted in the payment of any money, or the entering into of any contract, such action of the Executive Committee shall stand as the action of the Association, any vote to the contrary notwithstanding.
Article VII Code of Ethics
The Association may refuse to grant or may suspend or revoke membership in the Association for any of the following reasons:
(1) The use of fraud or deception in securing a license or naturopathic medical degree.
(2) The impersonation of another physician.
(3) Committing an immoral, fraudulent or dishonest act as a naturopathic physician, resulting in substantial injury to another.
(4) Using any narcotic, stimulant or hypnotic drug, or alcoholic beverage to an extent or in a manner dangerous to him or herself or to any other person, or to the public, and to an extent that such use impairs his or her ability to engage in the practice of naturopathic medicine with safety to the public.
(5) The commission of any sexual abuse or sexual misconduct with a patient or client which is substantially related to the qualifications, functions or duties of a naturopathic physician, the record of conviction being conclusive evidence thereof.
(6) Conviction of a crime, substantially related to the qualifications, functions or duties of a naturopathic physician, the record of conviction being conclusive evidence thereof.
(7) Purposeful negligence or abandonment of any patient or client by the naturopathic physician.
(8) Misleading advertising representing any particular treatment as a specific cure; or advertising or practicing in a manner which would be a discredit to the Association or to the profession of naturopathic medicine.
(9) Interfering or attempting to interfere with the duties of the Executive Committee or the Association.
(10) Directly or indirectly aiding or abetting an unlicensed person in a licensed jurisdiction to practice naturopathic medicine and receive compensation there from.
Article VIII. Conduct of Members and Officers
Article VIII. Section 1. Suspension/Expulsion of Members
Any member who shall be accused of misconduct, or professional incompetence, unprofessional or other conduct prejudicial to the interest of the Association, or the profession of naturopathic medicine, shall upon conviction of such charge, be expelled or suspended from the Association at the discretion of the Executive Committee, provided that such member be given fair and impartial trial as herein after provided.
Article VIII. Section 2. Misconduct
Misconduct shall be defined as a violation of the Ethics Code adopted by this Association according to Article VII. This shall not be construed to apply to any member who may wish to speak or work against any measure or proposition under discussion, during discussion, during a membership information sharing or amendment adoption process.
Article VIII. Section 3. Member Rights
Indicated member shall have the right to
(A) Know the details of the complaint in writing
(B) Know the identity of the complainant
(C) An opportunity to respond
(E) Understand the investigation process
(F) Confidentiality up to a disposition of the charges
(G) Have legal counsel present at any hearings
Article VIII. Section 4. Charges
Any IANP member, or government or private entity, may file charges in writing against any member on any or all of the items specified in Sections 1 and 2 of this Article. Such charges must be specific with regards to content and identity of complainant and must be filed in writing with the Secretary of the Association, who shall make record of the same, and refer the original charges to the President, who shall refer a true copy of the same to the IANP Ethical Practice Committee, with instructions to make a thorough investigation.
The implicated member is to be notified of the substance of the complaint and identification of complainant via registered or certified mail. A copy of the original charges shall be included. A stipulated time limit to respond shall be given and non-compliance will be considered as a concession to the complaint or charge. The involved member and any other affected person is given an opportunity to respond in person or writing to the committee as a whole. If further investigation is indicated, the implicated member is notified of such intent and its process, as well as of any aspects of the controversy still in dispute.
Should the investigation of the IANP Ethical Practice Committee fail to sustain the charges, no further action shall be taken thereon.
Article VIII. Section 5. Judicial Body
In a case which remains with the IANP Ethical Practice Committee, where the investigation report sustains the charges, the committee shall report their findings with recommendations to the Executive Committee. If the findings be accepted by the Executive Committee, the President shall notify the accused member to join with the Executive Committee which shall sit as a judicial body, for the purposes of hearing evidence and rendering a decision as to the guilt or innocence of the accused member. Either the Association, the accused or both may be represented by an attorney.
The Executive Committee may, if circumstances justify, expel any member for who misconduct under Article VIII, Section 2 has been proven and/or file a complaint with the appropriate state law enforcement agency for conduct deemed to be harmful to the profession of naturopathic medicine or the public.
Article IX. Association Records and Reports
Article IX. Section 1. Records
The association shall maintain adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at the principle place of business in the State of Idaho, i.e. the secretary's address.
Article IX. Section 2. Contracts
The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances.
Article IX. Section 3. Fiscal Year
The fiscal year shall start with the spring meeting.
Article IX. Section 4. Loans
The Executive Committee shall have the power to incur indebtedness limited to the cash assets of the Association, the terms and accounts of which shall be entered in the minutes, and the note or obligation if any, given for the same, signed by the President and the Secretary-Treasurer, shall be binding upon the Association
Article IX. Section 5. Deposits
The Association shall maintain one general fund. All monies collected shall be deposited promptly in a bank which shall be designated by written order of the Board Directors.
Article IX. Section 6. Checks, Drafts, etc.
Any expenditure in excess of ($1000.00) must be approved by the Executive Committee. Such funds shall be paid out only on the check of the Association, signed by the President or the Treasurer.
Article IX. Section 7. Annual Reports
The Board of Directors shall cause an annual report to be made to the Secretary of State as provided by law (presently Idaho Code #30-3-136). Such annual report shall be submitted as required by law.
Article IX. Section 8. Annual Audit
The President may call for a random audit of the books and records of the Secretary, as well as the records of all committees, where their activities have resulted in monetary exchange, and report results of such audit to the annual meeting.
Article X. Miscellaneous
Article X. Section 1. Robert's Rules of Order
For any point of procedure not covered by the bylaws, Robert's Rules of Order (revised) shall be the governing standard.
Article X. Section 2. Revision and Amendment
These bylaws may be revised or amended only by a two thirds vote of active members present at an annual meeting or a special meeting called for that purpose or by a signed written response to a certified voting request by the board, provided that no amendment or revision be finally adopted until after its second reading.
Article X. Section 3. Indemnification
Each officer, director and agent of this Association shall be indemnified by this Association against all costs, judgments and fees reasonably incurred by or imposed upon them in connection with or resulting from any action, suit, proceeding or claim to which they may be made party by reason of their acts or alleged acts of omission or commission of officers, directors and /or agents of the Association.
The Corporation may purchase and maintain appropriate insurance/s to insure and/or fund indemnification specified herein.
Article X. Section 4. Dissolution
The Association shall use its assets only to advance the objectives and purpose of the Association. No part of said assets shall inure or be distributed to the members of the Association.
On dissolution of the Association any funds remaining shall be distributed to one or more similarly or more liberally exempt organizations selected by the Board of directors.
Article X. Section 5. Non-Discrimination Disclaimer
The IANP is open to all persons meeting membership qualifications, regardless of age, gender, national or ethnic origin, religion, disability, sexual orientation or marital status.