NAVAL INTELLIGENCE PROFESSIONALS
Name, Purpose, Offices
1.1 Name. The name of the Corporation is Naval Intelligence Professionals (NIP).
1.2 Purpose. The purpose of the Corporation is to design and encourage educational programs and undertakings of all kinds in order to develop in our citizens an understanding and appreciation of the importance of Naval Intelligence and Information Dominance Corps activities, as well as all other proper forms of intelligence activities, all with a view to supporting our democratic form of government and the principles inherent therein; to recognize and reward academic and operational achievement in the disciplines of Intelligence and Information Dominance; to provide a means for friendly exchange of ideas and intercourse among those interested in the field; and to hold meetings and forums for the presentation and discussion of ideas pertaining to the foregoing purposes.
1.3. National Headquarters. NIP will establish and maintain a National Headquarters in the National Capital Region (NCR).
2.1 Classes of Members. The membership shall be made up of Full Members, Associate Members, Honorary Members, and NIP Sponsors; other types of membership may be added as required subject to a majority vote of the NIP Board of Directors and the Full Membership (see voting procedure).
2.1.1 Full Members: Former and current Naval Intelligence and Information Dominance professionals who support the purposes of the NIP as stated in the Articles of Incorporation and Section 2 hereof and who adhere to all requirements of membership as established in these By-Laws will be Full Members. In recognition of their professional contributions to naval and naval related intelligence and information dominance, those eligible for Full membership include:
- Active/Reserve/Retired/Former US Naval Intelligence, Cryptology, Information Dominance Corps officer and enlisted personnel;
- Active/Reserve/Retired/Former US Navy Line Officers;
- Active/Retired/Former US Civilian Intelligence and Information Dominance Corps professionals;
- Active/Reserve/Retired/Former recognized US Navy Intelligence and Information Dominance Corps Officer sub-specialists;
- Active/Reserve/Retired/Former US Marine Corps and US Coast Guard intelligence and information specialists and sub-specialists;
- Active/Reserve/Retired/Former US Army and US Air Force intelligence and information specialists and subspecialists with experience in naval and naval related intelligence information;
- Academics and authors, of US citizenship, with a deep and abiding interest in the art and science of naval intelligence and information dominance, and a commitment to furthering the profession; and
- Selected individuals, not otherwise qualified, who are recognized for significant contributions to Naval Intelligence and Information Dominance.
2.1.2 Associate Members: Individuals, who may or may not be U.S. citizens, who do not qualify for Full Membership, but who support the NIP purposes as stated in the Articles of Incorporation and herein, may be nominated for membership to the Board of Directors by any Full Member of the NIP. The Board of Directors must accept or reject the candidate for Associate Membership. Associate Membership can include, but is not limited to corporate entities, organizations, foreign nationals, and spouses of Full Members.
2.1.3 Honorary Members: Individuals, who may or may not be U.S. citizens, who do not qualify for Full or Associate Membership but who support the purposes of the NIP as stated in the Articles of Incorporation and herein, may be nominated for Honorary Membership. Nominations may be made to the national Chairman by individual Full Members or any organizational entity. Candidates nominated to the Chairman will be reviewed by the Board of Directors; a two-thirds vote by the Board of Directors will be required for acceptance. The intent of this provision is that the Board of Directors will maintain reasonable controls over the number and types of individuals accepted for Honorary Membership.
2.1.4 NIP Sponsor: An active NIP member willing to provide financial support to NIP in addition to the normal dues structure.
2.2 Membership responsibilities. To be a member in “good standing” a member must meet the membership requirements of his/her membership class, have paid all national dues and local dues as appropriate, and actively support the purposes of the NIP as stated in the Articles of Incorporation and herein.
2.3 Membership roster. A current roster of the names, affiliations, and addresses of the members shall be kept with the corporate records.
2.4 Dues. Dues for national membership will be established by the Board of Directors annually, heeding the principle that individual dues be kept at the lowest level allowed by fiscal responsibility. Multi-year term or life membership with appropriate dues may be authorized by the Board of Directors.
2.4.1 Annual Membership. Full and Associate Members are eligible for national membership to be renewed by payment of established dues.
2.4.2 Honorary Membership. Honorary Members do not pay dues.
2.4.3 Sponsor: No specific time or amount is required for those members providing financial support in addition to normal dues.
2.5 Dues Collection. Full and Associate Members will be held responsible for annual payment of national dues. Reminders will be included in the NIP Quarterly, on the website, or by email. Chapter officers will be responsible for collecting chapter dues and other charges. They may collect national dues when a new member joins both the chapter and the national organization. In this instance, dues must be forwarded to the national Treasurer promptly so that the new member will receive the NIP Quarterly and membership documentation.
2.6 Meetings. All members are eligible to attend meetings of chapters and the general membership meetings (conventions). Regular attendance at local chapter meetings will carry with it the responsibility to pay local chapter dues and other meeting costs. Local chapters are encouraged to take, as guests, transient national members at any one meeting, charging costs other than dues only. Any member may attend open meetings of the Board of Directors as observers. They may make presentation at such meetings provided the Board Chairman has given prior consent.
2.7 Meeting notice. Notice of all meetings shall be made at least ten (10) and not more than sixty (60) days prior to the meeting by way of notice in the NIP Quarterly, on the website, or by email.
2.8 Presiding Official. The Chairman of NIP or his/her designee shall preside over each membership meeting.
2.9 Membership privileges. Membership privileges vary between membership types. Only Full members have voting rights, including the right to vote in local and chapter elections, and the right to hold office in the national or chapter organizations, except that ex-officio board members are not required to be Full members. All qualified sponsors shall receive: a choice of either anonymous or personal recognition at the annual NIP general membership meeting and a certificate suitable for framing indicating the donor as a NIP Sponsor.
2.10 Voting. Full members may vote in-person at membership meetings or in writing by mail or email. Major issues require two-thirds vote of a quorum to carry. Major issues are:
(1) Expulsion of a member;
(2) Impeachment of an officer;
(3) Impeachment of a Board member;
(4) Amendment to the Articles of Incorporation;
(5) Others that may be determined by the Board of Directors.
All other issues will be approved by simple majority vote.
2.11. Quorum. The following shall constitute a quorum of the Full membership for purposes of taking action:
(1) General Membership Meetings: All Full members who are present or are represented by valid, written proxy to another Full Member who is present; and,
(2) General Membership by written ballot (mail or email): All Full Members who respond.
2.12 Voting response time. It is incumbent on the Officers to ensure that adequate time is allowed for each voter to respond. Thirty (30) days will be allowed for general membership vote by written ballot (mail or email).
2.13 Official Organ. All members receive a copy of each issue of the NIP Quarterly, the current official organ. Corporate entities or organizations may receive as many as ten copies of the Quarterly; the Library of Congress will be sent two for legal and copyright depository purposes, and other copies may be provided selectively at the pleasure of the Chairman and/or Directors.
2.14 Termination. The Full members, by affirmative vote of two-thirds of the members present at a meeting or voting by mail, may suspend or expel a member. The membership of any member who becomes ineligible for membership or fails to timely pay dues may be automatically terminated provided the member is given notice of, and the opportunity to correct the reason for, their membership ineligibility.
3.1 Chapters. Whenever geographic proximity allows, individual members of the NIP may band together to establish a chapter.
3.2 Formation. Local chapters may be formed after a group of at least four Full members meet, elect one or more officers, establish a time and a place for a second meeting, and notify the national NIP headquarters office of intent to form a chapter. To be officially recognized, Chapters must reach a membership of ten full members and be accepted as a Chapter by majority vote of the Board of Directors. In cases involving remote areas or other unique situations precluding a chapter from reaching a qualifying membership of ten, a request for a special waiver may be submitted to the national headquarters, at which time the Board of Directors shall make a determination.
Each local chapter should meet the following minimum criteria:
(1) adopt chapter bylaws patterned after that of the national organization and that are not inconsistent with any of its provisions of the national organization;
(2) elect officers, including a president, secretary and treasurer; and
(3) utilize appropriate financial policies as directed by the national office.
3.3 Membership. National members need not belong to a local chapter, although all
members are encouraged to join existing chapters or to set about to form new chapters. Local chapters may not offer local chapter membership only. Any chapter member must also be a national member.
3.4 Voting. Each chapter will establish its own voting rules. Local rules must not violate any provision of the Articles of Incorporation or these Bylaws. Chapters are encouraged to establish rules similar to national voting procedures.
3.5 Chapter Guidelines. Each local chapter shall provide its list of elected officers to the national organization on an annual basis. Chapters shall agree to have this information posted on the national organization’s website. Chapters are encouraged to:
(1) Hold an annual meeting;
(2) Hold professional development seminars and/or social meetings once a quarter;
(3) Raise their own funds for chapter operating expenses; and
(4) Provide Chapter updates for inclusion on the national organization’ website and the NIP Quarterly.
3.6 Dissolution. Chapters that are no longer active, including without limitation chapters that have not met or engaged in any activities during the past twelve (12) months or that have less than ten (10) active members, shall be dissolved. In compliance with IRS rules for nonprofit tax-exempt organizations, upon dissolution of a Chapter for any reason, any remaining funds or assets shall be distributed to the national office of the Naval Intelligence Professionals.
Board of Directors
4.1 Powers and responsibilities. The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Corporation by law and these bylaws. The Board shall review the activities of the NIP organization, determine basic policies, and shall have the basic responsibility for the conduct of all NIP affairs.
4.2 Number and Term. The Board of Directors shall consist of not less than five and not more than ten Full Members of the NIP, plus the elected officers of the corporation. Elected directors shall be elected for terms of three years. Terms of directors will be staggered in order that approximately one-third of the Board is re-elected or changed each year. In addition, the incumbents in the positions of Deputy Chief of Naval Operations for Information Dominance, Director Naval Intelligence, Senior Intelligence Reserve Flag Officer, and the Senior Enlisted Advisor of the Information Dominance Corps, may serve on the Board of Directors, as ex-officio directors without vote. In the event an ex-officio director is unable to attend a Board meeting, a designated representative may be invited by the board to represent him/her.
4.3 Elections. Elections will occur as part of general membership meetings. If no general membership meeting is held in a given year, the election will be conducted by mail, consistent with voting procedures established by these Bylaws. Nominations for the Board may be made by any Full Member. Board membership will be determined by the majority of votes cast. Initial nominations shall be submitted by Board action or from the membership, by mail. Any eligible nominee receiving nominations shall be placed on the election slate. Additional nominees may be accepted from the floor of the annual convention subject to the discretion of the presiding officer or a majority vote of members.
4.4 Resignation. Resignation by a Director is effective upon receipt by the Secretary of written notification.
4.5 Removal. Directors may be removed by a two-thirds vote of the membership.
4.6 Vacancies. A vacancy occurring on the Board of Directors arising for any cause shall be filled for the unexpired term by affirmative vote of a majority of the remaining directors present at an annual or special meeting at which a quorum is present, or by unanimous written consent.
4.7 Frequency of meetings. Regular meetings of the Board shall be called by the Chairman at least once per calendar quarter. Special meetings may be called by any Officer or member of the Board of Directors.
4.8 Annual meeting. The final meeting of the year shall be designated the Annual Meeting.
4.9 Notice of meetings. A written notice of each regular meeting shall be delivered not less than fifteen (15) days before the date thereof, by mail, email or other delivery, to each Board member. Notice of special meetings may be made in writing or by telephone at least 24 hours prior to the meeting. At the discretion of the Board, such special meetings may be considered in lieu of a regular quarterly meeting.
4.10 Telephonic/electronic meetings. Members of the Board may participate in a meeting through the use of conference telephone or similar communications equipment in which all members may hear one another.
4.11 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) may be taken without a meeting if all the members of the Board consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board.
4.12 Quorum. For voting purposes, a majority of the directors then in office shall constitute a quorum. In the event a quorum is not represented to conduct business, the Directors may adjourn the meeting or conduct business that does not require a vote.
4.13 Compensation. Directors shall not receive any compensation for their services as Directors.
4.14 Director Emeritus. An honorary title of Director Emeritus may be awarded former NIP Directors upon nomination by any member of the Board of Directors. Such designation would recognize extraordinary or unique contributions provided NIP by the nominee. Approval shall be by a two-thirds affirmative vote of the Board.
5.1 Officers: The Corporation shall have the following officers: a Chairman, President, Secretary, a Treasurer and a Foundation Committee Chair. The Board of Directors may establish additional officers or authorize hired employees. Officers may fill more than one office, but the office of Chairman and of Secretary may not be held simultaneously and the office of Treasurer and Foundation Committee Chair shall not be held simultaneously. The Board of Directors will determine which officers need be bonded and the limits of bonding required to protect assets of the NIP.
5.2 Election. Officers will be elected by the members at the annual meeting. The Board of Directors will meet immediately after the annual election (generally in September or October).
5.3. Term. Officers shall hold office for a period of one year, and thereafter, until their successor may be elected.
5.4 Removal. Officers may be removed from office by a majority vote of the Board of Directors.
5.5. Vacancies in Office. In the event of a death, removal, or resignation of any Officer, the Board of Directors shall elect a replacement to complete the Officer’s term in office. The Chairman may designate an interim replacement when a vacancy occurs to fulfill duties of the office until the next Board meeting.
5.6 Responsibilities/Executive Committee. The national Officers shall compose an Executive Committee responsible for the conduct of the day-to-day operations of the NIP, including collecting and disbursing money, and using staff and volunteers to further the goals of the NIP. Officers shall take such actions as are necessary to maintain the viability of the NIP, provided, however, that Officers may not purchase or dispose of real estate or construct buildings without approval of the Full members.
5.7 Meetings. The Officers may meet and take action in person or by conference telephone call.
5.8 Quorum. A minimum of three officers shall constitute a quorum necessary for the transaction of business and taking action on behalf of the Corporation.
5.9 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if all the Officers consent in writing (mail or email) to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Executive Committee.
5.10 Roles. The general roles and duties of the Officers are as follows:
5.10.1 Chairman. The Chairman shall be the chief executive officer of the NIP. He shall preside over all meetings of the Board of Directors and membership, shall serve ex-officio as a member of all committees and shall perform the usual duties pertaining to the office.
5.10.2 President. The President shall perform the duties and exercise the powers of the Chairman during absence or disability of the Chairman. He shall perform other duties as directed by the Chairman, and, in the absence of the Chairman shall preside over meetings of the Board of Directors and/or membership.
5.10.3 Secretary. The Secretary shall act as Clerk of the Board of Directors. The Secretary shall be responsible for the scheduling and preparation for meetings of the Board of Directors and shall record minutes of such meetings and such reports as directed by the Board. The Secretary shall keep the corporate minute book, recording all actions of the Board of Directors and actions approved by the members. The Secretary shall give or cause to be given, notice of all meetings of the Board of Directors and the members. The Secretary shall perform such other duties as may be prescribed by the Board of Directors or by the Chairman.
5.10.4 Treasurer. The Treasurer shall be responsible for a full and accurate accounting of all NIP receipts and disbursements, and with the assistance of the Foundation Committee Chair and/or Foundation Fund Manager, shall be responsible for the accounting for funds allocated to Foundation programs. The Treasurer shall be responsible for disbursement of NIP funds as may be directed by the Board of Directors, the Chairman or other officer(s) as delegated by the Board; Disbursement authority for funds allocated to Foundation programs is delegated to the Foundation Committee Chair and/or the Foundation Fund Manager. All funds shall be kept in depositories as may be designated by the Board of Directors in separate accounts in the name of the NIP, or, in the case of Foundation Funds, in the name of “Naval Intelligence Foundation”(if permitted by the Financial Institution) or “Naval Intelligence Professionals doing business as Naval Intelligence Foundation” (if permitted by the Financial Institution). The Treasurer, the Foundation Committee Chair or Foundation Fund Manager as appropriate shall voucher each disbursement, and shall render reports of all transactions to the Chairman and the Board of Directors, as required, including certifications by institutions in which NIP funds are deposited. Instruments drawing on NIP accounts will be signed by the authorized signatories, as designated in section 7.3 below. All financial reports, tax returns, and other reports required under law to Federal, State, or local governmental authority shall be prepared by the Treasurer. The Treasurer may be authorized delegation of selected routine or administrative responsibilities to the Executive Director (if one currently or later exists in the organization), accounting firms or professionals, the General Counsel or other officers, with the approval of the Chairman.
5.10.5 Foundation Committee Chair. See section 6.3.2 below.
5.11 Compensation. Officers shall not receive any compensation for their services as Directors.
5.12 Executive Director. Should the position of Executive Director be established, the Executive Director will serve at the pleasure of the Board of Directors in accordance with terms of a written contract to be executed by the Chairman with the approval of the Board. The Executive Director shall not be an officer or a member of the Board of Directors.
6.1 Committees. The Chairman may recommend, for the approval of the Board of Directors, standing and special committees to assist the Board and the Officers in performing specific services and tasks for the organization. Committee members, except for members of the Executive Committee, need not be Officers or Directors, but must be a member of NIP. Committee members serve at the pleasure of the Board of Directors.
6.2 Standing Committees include, but are not limited to the following:
a. Foundation Committee;
b. Membership and Nominations;
c. Finance; and,
d. Audit Committee.
In addition, special committees or task forces may be appointed.
6.3 Foundation Committee. The Foundation Committee will carry on and conduct the activities of the former Naval Intelligence Foundation, including supporting scholarships, awards and contests, and other new Foundation programs. The Foundation Committee shall be responsible for oversight and management of resources and assets allocated to Foundation programs.
6.3.1. Committee membership. The Foundation Committee shall be composed of the Foundation Committee Chair, who shall be elected by the members (per item 5.2 above), and such other members of the Foundation Committee as may be nominated by the Foundation Committee Chair and approved by the Board of Directors.
6.3.2 Foundation Committee Chair. The Foundation Committee Chair shall be responsible for carrying out all Foundation programs. The Foundation Committee Chair also shall be responsible for receipts, disbursement and investments of funds allocated to Foundation programs and for ensuring a full and accurate accounting to the Treasurer of all such receipts, disbursements and investments. The Foundation Committee Chair may delegate responsibility for receipts, disbursements and investments of Foundation funds to a Fund Manager, selected by the Foundation Committee Chair and approved by the Board of Directors.
6.3.3 Foundation funds. All funds donated for a specific Foundation program shall be applied solely to further the specific program for which the donation was made, unless a change in the use of a donation has been approved by the donor. All donations to further Foundation programs generally, without specification of a particular program to which the donation should be applied, shall be applied solely to further Foundation programs. The Foundation Committee, subject to the oversight of the NIP Board of Directors, shall have discretion as to the application of funds donated for Foundation programs.
6.3.4 Foundation programs. The term “Foundation programs” as used in these bylaws shall include all scholarships, awards and contests administered by NIF prior to the merger of NIP and NIF, and shall also include all other scholarships, awards, contests and programs that are adopted by the Foundation Committee, subject to the approval of the Board of Directors, thereafter. Nothing in these restrictions will prevent NIP from supplementing Foundation funds for specific purposes, e.g., essay contests. For purposes of these bylaws, funds allocated to Foundation programs shall include earnings, appreciation, dividends and interest on all Foundation funds.
Finances, Legalities and Administration
7.1 Annual Budget. An annual budget shall be developed by the Executive Director (if the position exists) and/or Treasurer and approved by the Board of Directors. The annual budget for the Foundation Committee shall be developed by the Foundation Committee Chair and approved by the Board of Directors.
7.2 Fiscal Year. The fiscal year of the Corporation shall begin January 1 and ends December 31.
7.3 Bank Accounts. The Chairman and the Treasurer (for NIP funds other than Foundation funds) shall be authorized to open and maintain one or more bank accounts for NIP in a federal depository bank, and to sign checks on behalf of the NIP; the Treasurer and the Foundation Committee Chair or Foundation Fund Manager (for Foundation funds) are authorized to open and maintain one or more bank accounts for funds allocated to Foundation programs, and to sign checks and authorize withdrawals on such accounts. Transactions shall be made in conformance with the budget approved by the Board of Directors or as otherwise authorized by the Board. For expenditures equal to or greater than $3000, two signatures, the Chairman and Treasurer for NIP funds other than Foundation funds, and, for Foundation funds, two of the following: the Treasurer, Foundation Committee Chair or Foundation Fund Manager, are required. Checks shall be imprinted above the signature line with notice of when two signatures are required.
7.4 Financial Controls. The Corporation is committed to maintaining best practices in its financial controls, reporting and recordkeeping. To that end, proper separation of financial controls shall be maintained (including requiring transactions to be authorized by a person(s) other than the person(s) signing or executing the transaction with a third person(s) reviewing financial transactions, including bank statements). In addition, an independent audit committee shall be established and shall be responsible for appointing and supervising external auditors, and receiving and handling concerns and complaints regarding the corporation’s financial practices.
7.5 Accountability. The financial records of the Corporation shall be maintained by the Treasurer and Foundation Committee Chair (and/or the Fund Manager with respect to Foundation funds). Financial reports including a statement of receipts and disbursements, current cash on hand, and copies of the bank statements and imaged checks shall be provided for review by the directors at each Board meeting, and upon request.
7.6 Audit Committee. The Board shall establish an Audit Committee consisting of at least two board members. Audit Committee members must not have had any direct financial transaction responsibilities on behalf of the organization (i.e., account signature authority, account reconciliation) during the period to be audited. At least one member of the committee should have appropriate financial expertise to understand the Corporation’s financial reports and transaction history. The Audit Committee shall be responsible for hiring and supervising the external auditor, or otherwise ensuring that the organization has appropriate financial controls in place, conducts appropriate annual financial reviews, and timely responds to any questions or concerns raised about the Corporation’s finances.
7.7 Record Retention. The organization shall adopt, and financial and corporate records shall be maintained, in accordance with an approved record retention policy.
7.8 Contracts. The Chairman, or his/her designee, may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation provided that the Board of Directors has authorized the contract.
7.9 Indemnification and insurance. Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, to the fullest extent authorized by Article 9 (“Indemnification”) of the Virginia Nonstock Corporation Act, Virginia Code §13.1-801 et seq. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled. The Corporation shall maintain Directors and Officers liability insurance, and other insurance and bonding as deemed necessary, to provide liability protection in accordance with this indemnification policy.
7.10 History. A history of the NIP, and the former Naval Intelligence Foundation, shall be maintained and periodically published in NIP Quarterly.
7.11 General Counsel. Legal services shall be obtained and utilized as necessary to review the structure and operations of the Corporation and provide legal advice.
Conflict of Interest
8.1 Existence of Conflict, Disclosure. Directors, officers, employees and contractors of the Corporation should refrain from any actions or activities that impair, or appear to impair, their objectivity in the performance of their duties on behalf of the Corporation. A conflict of interest may exist when the direct, personal, financial or other interest(s) of any director, officer, staff member or contractor competes or appears to compete with the interests of the Corporation. If any such conflict of interest arises the interested person shall call it to the attention of the Board of Directors for resolution. If the conflict relates to a matter requiring board action, such person shall not vote on the matter. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors, excluding the person who is the subject of the possible conflict.
8.2 Nonparticipation in Vote. The person having a conflict shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the room in which the Board is meeting. However, the person may be permitted to provide the Board with any and all relevant information.
8.3 Minutes of Meeting. The minutes of the meeting of the Board shall reflect that the conflict was disclosed and the interested person was not present during the final discussion or vote and did not vote on the matter.
8.4 Annual Review. A copy of this conflict of interest statement shall be furnished to each director or officer, employee and/or contractor who is presently serving the corporation, or who hereafter becomes associated with the corporation. This policy shall be reviewed annually for information and guidance of directors and officers, staff members and contractors, and new officers and directors, staff members and contractors shall be advised of the policy upon undertaking the duties of their offices.
Article IX: Non-Discrimination/Harassment
9.1 Equal opportunity. Consultants and volunteers will be recruited without unlawful discrimination due to race, color, age, religion, national origin, sexual orientation, sex disability, veteran status, marital status or any other classification protected by applicable discrimination laws.
9.2 Discrimination against any consultant or volunteer based on race, color, sex, religion, national origin, disability, veteran status, sexual orientation or any other illegal basis is not tolerated.
9.3 Harassment includes verbal or physical conduct that demeans or shows hostility toward an individual because of his/her race, color, sex, religion, age, disability or other illegal basis, conduct that creates a hostile or offensive work environment. See section 10.2 below for reporting.
Article X: Whistleblower Protection
10.1 No retaliation. Consultants and volunteers are encouraged to report any conduct or activities that they believe are inappropriate or illegal. NIP does not retaliate or punish in any way, including without limitation by firing, demotion, suspension, harassment or failure to consider for promotion, anyone who reports truthful information.
10.2 Reporting procedures. Consultants or volunteers who are subject to, or aware of, inappropriate conduct or activity should immediately report it to his/her supervisor or the NIP Chairman. Consultants or volunteers should not report the conduct to anyone who they believe is involved in the conduct. Information reported remains confidential to the extent possible. Failure to report an incident of harassment or discrimination may indicate that the consultant or volunteer does not consider the conduct unwelcome or problematic.
10.3 Investigation. NIP investigates all reports and takes appropriate action to correct the situation and /or to discipline involved parties, including termination. If, after investigation, substantial facts cannot be established, the situation will be monitored for a period of time.
Rules of Order
Roberts Rules of Order will govern the conduct of all meetings by any elements or chapters of the NIP organization.
These Bylaws may be amended by mail vote or by vote at the annual convention. A convention vote to amend Bylaws must be by a two-thirds majority of Full members present or represented by proxy. Bylaws amended by mail shall be by a simple majority
of those responding, provided that notice of the proposed amendment has been provided to the eligible membership no less than month in advance of the date it is intended to become effective.