Revised November, 2009

ARTICLE I - The Official Association Year

The membership year shall be in effect from January 1 through December 31. Duration of membership, collection of dues, and issuance of publications shall be determined on the basis of the membership year. Appointed and elected officers of the Association begin their tenure on January 1st after the annual election and remain in office until the following January 1st. The fiscal year of the Association shall be in effect from July through June.

ARTICLE II - Meetings

Section 1. Number of Meetings

The Association shall hold as many scientific and business meetings as may be determined by the Executive Council to be in the best interests of the Association.

In extraordinary circumstances, a meeting may be called when requested, in writing, by 10% of the voting members (Active and Life) of the Association.

Section 2. Annual Meeting

An annual meeting of the Association shall be held each year at a time and in a place determined by the Executive Council; however, no meeting place may be selected where discriminatory practices would limit the professional or social activities of any Association member or guest.

In periods of emergency, the Executive Council may, by three-fourths vote, cancel the Annual Meeting. In this case, the Executive Council shall be empowered to transact all business that would ordinarily be brought before that meeting.

There shall be at least one formal business meeting of the Association at each Annual Meeting. Fifty members in good standing shall constitute a quorum for the transaction of Association business at a duly constituted business meeting.

Robert's Rules of Order shall be the official guide in the order and conduct of meetings of the Association. The President shall adjudicate any procedural disputes. If necessary, disputes may be referred for interpretation to a parliamentarian, whose services will be retained by the Association.

ARTICLE III - Fees and Dues

Executive Council has the authority to set and collect dues and fees. Specifics are contained in the Policy Manual.

Section 1. Entrance Fee

Each person admitted as a member of the Association shall pay, at the time his or her application for membership is approved, an entrance fee. Membership shall not be official until this fee is paid.

Section 2. Amount of Dues

The annual dues for Active Members, International Members, Student Members and Associate Members shall be established at a reasonable and prudent level by Executive Council. Honorary and Life Members shall not pay dues.

Section 3. Payment of Dues

All dues are payable upon proper notification by the Treasurer.

Section 4. Delinquency in Payment of Dues

Executive Council will establish procedures to address delinquency in payment of dues as delineated in the Policy Manual.

Members may request extended time for payment of dues or exemption from dues under extenuating circumstances, particularly hardship.

Section 5. Special Assessments

Any special financial assessment in the interests of the Association shall first be recommended by the Executive Council to the members and approved by three-fourths of those voting.

ARTICLE IV - Committees

Section 1. Standing committees with specific composition.

a. Executive Committee

The Executive Committee shall consist of the elected officers of the Association and shall have the authority to carry out the business of the Association between meetings of the Executive Council.

b. Nominating Committee

The Nominating Committee shall be selected in the following manner: At the Annual Business Meeting two members of the Committee shall be elected by the voting members in attendance; at the new Executive Council meeting, held at the time of the Annual Meeting, two members shall be elected by the Executive Council and one appointed by the President. In the selection of these latter three members, the Council and the President will ensure that there is representation from several professional disciplines. No member of the Nominating Committee may be re-elected or re-appointed the following year. The President-elect shall appoint a chairperson from among the Committee members. Members of the Nominating Committee shall have been ACPA members for at least five years.

It shall be the duty of the Nominating Committee to solicit input from the membership and to prepare a slate for each of the offices to be filled and two or more nominees for each of the other vacancies on the Executive Council. The Nominating Committee is to observe a policy of rotation of officers and members of the Executive Council that ensures an equitable representation of the several professional disciplines within the Association, in accordance with provisions in the Constitution and Bylaws of the Association. Only Active members who have been members of the Association for at least five years shall be selected as nominees by the Nominating Committee. In the event of an unanticipated vacancy in the Nominating Committee, the President will appoint a replacement from the same discipline. Members of the committee are ineligible to become nominees and may not withdraw from the committee to become eligible.

After approval of the slate of nominees by Executive Council, electronic or written ballots will be sent to the membership. Provisions for write-in candidates will be provided. No nominee's name shall be included on the election ballot unless the nominee has indicated a willingness to serve if elected. Election shall be by plurality of votes of the voting members of the Association returning ballots in such election. The Communications Officer and at least one other Executive Council member will oversee the counting of election ballots. The results of the election will be announced to the membership. New officers and Executive Council members will assume office January 1st of the year after which they are elected.

c. Constitution and Bylaws Committee

This committee will consist of two members of the Executive Council, appointed by the President, and the Immediate Past President who serves as chair. Proposed changes in the Constitution and Bylaws may be submitted to the committee for draft wording by the Executive Council or by written request from the membership. The Executive Council will approve changes by majority vote. Approved changes will be submitted to the membership for ratification. (See Policy Manual)

Section 2. Other Standing Committees of the Association

The following committees exist to fulfill operational or mission related functions of the Association. At least one member of each committee shall be a member of Executive Council, who shall serve as the committee's liaison to the Executive Council, but not necessarily as chair of the committee. For each committee, the chair of the committee, with approval of the President, shall determine the number of committee members. Broad-based representation among the constituent disciplines is desirable on these committees. Committee members shall be appointed for three-year staggered terms. Committee chairs shall have been members of the Association for at least five years and preferably members of the committee in question for at least one year. The President appoints chairs for a three-year term, renewable annually. Committee recommendations are generally forwarded to the Executive Council for action or assent of the activities of the committee.

a. Education Committee

The Education Committee shall promote the educational mission of the Association, develop educational initiatives, address member needs, and supervise the CME/CEU functions of the Association.

b. Ethics Committee

The Ethics Committee serves as an advisory committee to the Executive Council regarding the Association's Code of Ethics and is available to receive and address ethical concerns or questions from the membership.

c. Honors and Awards Committee

The function of the Committee on Honors and Awards shall include the recommendation of appropriate means of recognizing outstanding achievements in the field of cleft palate or other craniofacial anomalies and outstanding service to the Association.

d. Management and Finance Committee

The Management and Finance Committee is responsible for advising the Treasurer and Executive Council regarding fiscal operations of the Association. This committee is responsible for the performance evaluation of the Executive Director of the Association. The Treasurer shall chair the Management and Finance Committee.

e. Membership Committee

The Membership Committee shall be responsible for recruitment and retention of members. The committee shall review and approve all applications for membership. (See Policy Manual for specifics on process).

f. Program Committee

The Program Committee is responsible for the scientific content of the Annual Meeting. It is chaired by the Vice President and the Vice President-Elect serves on this committee as well. The Program Committee works closely with the Local Arrangements Committee and the National Office. (See Policy Manual)

g. Research Committee

The Research Committee shall address the research mission of the Association, facilitating the acquisition of financial support by Association members, expediting the dissemination of research findings at the annual meeting, and encouraging interdisciplinary and inter-institutional research endeavors.

Section 3. Special Committees

The President shall, with the approval of the Executive Council, appoint such special committees as may be necessary to conduct the scientific, clinical, and business affairs of the Association. (See Policy Manual)

ARTICLE V - Publications and Communications

Section 1. The Editor

The Editor of the Cleft Palate-Craniofacial Journal shall be appointed by the Executive Council. The Editor shall take full responsibility for the editing and publication of the Journal. The Editor shall appoint such Section Editors as may be deemed necessary to assure representation of the various fields of professional and scientific interest in the Association. The Editor is appointed to a renewable three-year term and serves as a member of the Executive Council without vote.

Section 2. The Cleft Palate-Craniofacial Journal

The Cleft Palate-Craniofacial Journal shall be published at least quarterly by the Association under the direction of the Editor.

Section 3. Membership Directory

The National Office will maintain a directory of the membership and of teams that is available to members. Members of the Association are responsible for notifying the National Office of changes in institutional affiliation, address, telephone numbers, and/or email listing.

Section 4. Newsletter

The ACPA/CPF Newsletter shall be published at least four times per year and distributed to all members of ACPA.

Section 5. Other Publications

Special publications of a professional or educational nature may be issued with the approval of the Executive Council.

Section 6. Electronic Communications

The Association will ensure the development and maintenance of electronic communication with the membership.

ARTICLE VI - Amendments

Any proposed amendment to these Constitution and Bylaws must be submitted to the Constitution and Bylaws Committee in writing by a member in good standing. The Committee will review the amendment and, if approved, the amendment will then be submitted to the Executive Council for review. If approved by the Executive Council, the amendment will be proposed to the membership. To be adopted, the amendment must be approved by consent of two-thirds of the eligible members of the Association voting.

ARTICLE VII - Awards of the Association

The Honors of the Association shall represent the highest expression of respect and gratitude the Association can bestow and shall be granted to those individuals whose lifetime of research, health care delivery, or leadership has advanced, significantly and uniquely, the amelioration of physical, behavioral or social handicapping conditions of cleft lip and palate or other craniofacial anomalies.

The Distinguished Service Award shall be given to an individual, member or non-member, who has demonstrated exceptional service and contribution to the ACPA.

ARTICLE VIII - National Office

Section 1. The National Office of the Association shall constitute a permanent repository for Association records and shall carry out the procedures and policies of the Association under the guidance of the Executive Council. An annual audit of all accounts shall be administered by the National Office and conducted by an independent firm of certified public accountants selected by the Executive Council. The report thereof shall be available to all members and others as appropriate.

Section 2. The Executive Director shall be appointed by the Executive Council and shall serve as the chief administrative officer of the Association. The Executive Director or designee shall serve as an ex-officio non-voting member, unless otherwise stipulated, of all committees of the Association.

ARTICLE IX - Indemnification of Officers, Council Members and Employees

Section 1. Judgments, Fines, Settlements and Expenses

The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was an officer, council member, employee or agent of the Association or is or was serving at the request of the Association as an officer, council member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if the act or failure to act giving rise to the claim for indemnification is not determined by a court to have constituted willful misconduct or recklessness.

Section 2. Expenses

To the extent that an officer, council member, employee or agent of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the paragraph above of this Article or in the defense of any claim, issue or matter therein, such person shall also be indemnified against expenses (including attorney's fees) actually reasonably incurred by such person in connection therewith.

Section 3. Advancement of Expenses

Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the officer, council member, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Association pursuant to this Article.

Section 4. Non-exclusivity of Article XI

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled and shall continue on to any person who has ceased to be an officer, council member, employee or agent of the Association and shall insure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE X - Personal Liability of Directors

Pursuant to Title 42 of the Pennsylvania Consolidated Statutes, Section 8364, as added by Act No. 145 of November 28, 1986, effective January 27, 1987, an Association officer or council member shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless:

1. The Association officer or council member has breached or failed to perform the duties of their office, as set forth in Section 8363 of Title 42 of the Pennsylvania Consolidated Statutes, as added by Act No. 145 of November 28, 1986, including such officer's or council member's duties as a member of any committee of the Executive Council upon which such individual may serve, in good faith, in a manner such individual reasonably believes to be in the best interest of the Association, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances; and

2. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

In performing his or her duties, an officer or council member may rely in good faith upon information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by (i) one or more officers or employees of the Association whom the officer or council member reasonably believes to be reliable and competent in the matters presented, or (ii) counsel, public accountants or other persons as to matters which the officer or council member reasonably believes to be within the professional or expert competence of such person, or (iii) a committee of the Executive Council upon which the officer or council member does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the officer or council member reasonably believes to merit confidence. An officer or council member shall not be considered to be acting in good faith, however, if that individual has knowledge concerning a matter, which would cause his or her reliance on any of the foregoing to be unwarranted.

In discharging the duties of their respective positions, the Executive Council, committees of the Executive Council and individual officers and council members may, in considering the best interest of the Association, consider the effects of any action upon employees, upon suppliers of the Association and upon communities in which offices or other establishments of the Association are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of such persons' fiduciary standard of care. In addition, absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken by an officer or council member or any failure to take any action shall be presumed to be in the best interest of the Association.

This Article XII shall not apply to an officer's or council member's responsibility or liability under any criminal statute or an officer's or council member's liability for payment of taxes under any local, State or Federal law.

ARTICLE XI - Dissolution of the Association (Moved from Constitution)

The President, with the approval of Executive Council, shall notify the membership by mail of a proposal and rationale for dissolution of the Association. Within thirty days after notification, the Secretary shall mail a ballot with rationale for dissolution to all voting members. The Association may be dissolved by consent of three-fourths of a minimum of fifty percent (50%) of the mailed ballots returned within five weeks from the original date of mailing.

Any property owned by the Association at the time of dissolution shall be sold by the President, with the approval of the Executive Council, and after satisfaction of all liabilities, shall be donated to an organization qualified under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE XII - Prohibition against Sharing In Association Earnings

No part of the net earnings of the association shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the mission set forth in the mission clause of the association’s constitution (American Cleft Palate-Craniofacial Association Constitution, Article II).

ARTICLE XIII - Activities of the Association

(a) No substantial part of the activities of the association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. 

(b) The association shall not carry on any other activities not permitted to be carried on [1] by a corporation exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal revenue Law); [2] by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE XIV - Conflict of Interest Policy

Section 1.  Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (ACPA) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of ACPA or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2.  Definitions

1. Interested Person
   Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
   A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
   1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
   2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
   3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 3, Part B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3.  Procedures

1. Duty to Disclose
   In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
    
2. Determining Whether a Conflict of Interest Exists
   After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
    
3. Procedures for Addressing the Conflict of Interest
   1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
   2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
   3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
   4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
   1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
   2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4.  Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:  

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5.  Compensation

1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 6.  Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

1. Has received a copy of the conflicts of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 7.  Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 8.  Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.