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Bylaws

A not-for-profit membership organization incorporated under the laws of the State of New York.

ARTICLE 1 - NAME

The name of this organization is The International Neuro-Linguistic Programming Association, Ltd. (hereinafter "INLPA" or "the Association").

ARTICLE 2 - PURPOSE

The purpose of the Association shall be to:

2.1 establish a code of ethics for the practice of Neuro-Linguistic Programming (hereinafter "NLP");

2.2 establish standards for certification at various levels;

2.3 work toward the establishment of NLP as a recognized profession within the academic, public, and private sectors;

2.4 provide for an association of professionals engaged in the field of NLP;

2.5 become an internationally-recognized certifying agent for the awarding of college credit reccomendations for the study of NLP, in cooperation with the American Council on Education and similar entities;

2.6 interface with the American Association for Continuing Education and Training, Licensing Boards of the various States, and similar entities, for the awarding of continuing education units (CEUs) for the study of NLP through member institutes;

2.7 foster, encourage, and develop public awareness and exchange of information about NLP;

2.8 within the United States, monitor legislative activities at the State and National levels for proposals that may impact upon the interests of NLP professionals;

2.9 maintain and make public a central registry of certified NLP professionals and trainers, and make referrals to interested persons or agencies;

2.10 cooperate with other individuals, associations and societies throughout the world for the furtherance of NLP and the common good;

2.11 ensure that each member has the opportunity to participate in the operation of INLPA through elected service on the board of directors or on volunteer committees;

2.12 act as a vehicle for the procurement of group health and/or business liability insurance for the benefit of participating members;

2.13 publish a newsletter reporting such things as board meeting minutes, information on state and regional laws, business guidelines, management processes, staff training, uniform student contracts, NLP research, etc.;

2.14 represent the interests of the members to the media through a speakers bureau, press releases, consultancies, and other public interfaces as needed or necessary; and

2.15 engage in such other activities in furtherance of the profession and growth of NLP that are not proscribed by the INLPA Bylaws, public policy, or law.

ARTICLE 3 - OFFICE

The principal office of INLPA shall be located where it may best serve the members in the judgment of the Board of Directors.

ARTICLE 4 - DEFINITIONS

4.1 The letters "INLPA" shall be the symbolic abbreviation of the International Neuro-Linguistic Programming Association.

4.2 The term " Standard" is defined as a specific body of knowledge and behavioral skills presented over a specific minimum number of classroom contact hours in order that a student may gain the requisite expertise required for the understanding and application of the skills, techniques, patterns and concepts of Neuro-Linguistic Programming, at various levels of competency.

4.3 The term "Practitioner" is defined as an individual who has successfully completed a course of instruction given in accordance with the standards of Practitioner certification established by INLPA.

4.4 The term "Master Practitioner" is defined to mean any person who has successfully completed a course of instruction given in accordance with the standards of Master Practitioner certification established by INLPA.

4.5 The terms "Trainer" or "Instructor" are defined to mean any person who has successfully completed a course of instruction given in accordance with the standards of Trainer certification established by INLPA. Trainers and Instructors so qualified shall be designated a "Fellow" of the Association.

4.6 The term "Institute" is defined to mean any individual, sole proprietorship, partnership, corporation, organization, or business entity, whether "for profit" or "not for profit," that offers instruction and/or training in the art of Neuro-Linguistic Programming concepts, processes, and techniques.

4.7 The term "Associate Member" is defined to mean any individual not associated with an "Institute" as defined in 4.6 or otherwise qualified for membership by holding certification at any level, who desires to demonstrate their support and interest in the profession of Neuro-Linguistic Programming through membership in INLPA. Associate Members are non-voting members.

4.8 The term "Emergency Meeting" is defined to mean a Board meeting that is called to address a specific "time-sensitive" matter of pressing business, the nature of which requires immediate attention and, if postponed to the next scheduled meeting, would be detrimental to the purpose and/or operation of INLPA.

4.9 The terms "Contract Trainer" and "Contract Instructor" shall mean any trainer or instructor that provides instructional service to an "Institute," as defined in 4.6, and is not a regular employee of that institute but one who provides services under a contractual relationship. This affiliation may either be by written or oral agreement.

ARTICLE 5 - MEMBERSHIP

5.1 Membership shall be open internationally to all interested individuals, organizations, and business entities.

5.2 There shall be voting and non-voting divisions of membership.

5.3 Voting membership in this Association shall consist of those individuals who are certified as Practitioners, Master Practitioners, Trainers, or Instructors, of Neuro-Linguistic Programming.

5.3.1 (a) Individuals who have previously been certified as a Practitioner, Master Practitioner, or Trainer/Instructor by any other Neuro-Linguistic Programming Association, Society, Training Institute, or School of Instruction, may be granted INLPA membership under a "Grandfather" provision, whose standards and date of expiration shall be established by the Board of Directors and the Standards Committee.

(b) Upon expiration of the "Grandfather" period, applicants may be accepted for membership, provided the instructional standards and required classroom hours of their certifying agent or institution are, in the judgment of the Standards Committee, approximately equal to those of INLPA.

(c) Upon expiration of the "Grandfather" provision, 5.3.1 shall be revised to read as follows:

Applicants may be accepted for membership provided the instructional standards and required classroom hours of their certifying agent or institution are, in the judgment of the Standards Committee, approximately equal to those of INLPA.

5.4 Non-voting membership in this Association shall consist of:

  • Individuals who have not been certified at any level;
  • Institutes as described in 4.6 of these Bylaws;
  • Other individuals and companies that provide services to the Neuro-Linguistic Programming community, such as insurance companies, attorneys, accountants, publishers, etc.

5.5 Application for membership in the Association by any individual, corporation, partnership, company, institute, or sole proprietorship, as defined by Article 4 of these Bylaws, shall be made to the Board of Directors, in writing, accompanied by a check in payment of dues for one year.

5.6 Membership in this Association is entirely voluntary, and the Board of Directors reserves the right to approve or reject any application for membership.

5.7 If a member is a partnership or corporation, the name of the individual appointed to act as its designated representative in the affairs of the Association shall be submitted, in writing, to the Board of Directors.

5.8 Any member institute may change its designated representative at any time by written notice to the Board of Directors. Member institutes may have only one (1) representative.

5.9 All resignations shall be in writing and addressed to the Board of Directors.

5.10 The Board of Directors may suspend or revoke a membership for non-payment of dues or for other causes deemed sufficient by a two-thirds vote of the members of the Board.

5.11 The Board of Directors may, in its discretion, reinstate to membership any member whose membership has been terminated for any cause, provided the cause of such suspension has been removed.

ARTICLE 6 - DUES and FEES

6.1 Dues and fees shall be set at the discretion of the Board of Directors.

6.2 All dues and fees shall be billed from the office of the Association.

6.3 All dues and fees shall be received by the office of the Association, and these monies shall be deposited in the official depository.

6.4 Dues are payable in advance and in such amount or amounts as shall be determined by the Board of Directors. Fees are payable upon receipt of billing statement.

ARTICLE 7 - BOARD OF DIRECTORS

7.1 The affairs of the Association shall be governed by a Board of Directors that shall have, and may exercise, all the powers of the Association, except as otherwise reserved to the Membership by law, by the Articles of the Association, or by these Bylaws.

7.2 Recognizing that the health, vitality and growth of any association depends on the infusion of fresh, new ideas and programs, the following limitations are placed upon voluntary Board service:

7.2.1 membership on the Board of Directors, by any member or member representative, in any position or series of positions, is limited to five (5) years of continuous service; and
7.2.2 Board members achieving five (5) years of service are prohibited from seeking re-election for one (1) year, after which period they are again eligible to serve on the Board.

7.3 The Board of Directors shall consist of seven (7) voting Directors, three of whom may be from countries other than the United States.

7.4 Duties of the Board of Directors.

The Board of Directors shall have the authority to:

7.4.1 make decisions and establish the goals which the Executive Director shall carry out for the benefit of the Association;

7.4.2 authorize the expenditure of funds;

7.4.3 instruct the President to identify the committees necessary to carry out the purposes of the Association;

7.4.4 confirm by simple majority vote all committee chairpersons;

7.4.5 establish and implement personnel policies for the employment of a professional staff member to manage the affairs of the Association;

7.4.6 act and advise upon the progress and recommendations of the Executive Director;

7.4.7 establish procedures to inform the membership of its deliberations;

7.4.8 perform any and all acts authorized it by law; and

7.4.9 select, from within its ranks, a Board member to serve as Parliamentarian.

7.5 A quorum shall consist of four of the duly-elected seven voting directors.

7.6 There shall be not less than one (1) regular meeting of the Board of Directors which may be conducted by electronic means, and one (1) annual meeting for a total of two (2) meetings each year, at a time and place fixed by the President or Executive Director. The general membership shall be notified of the location and time of such regular meetings at least 30 days in advance of said meetings in accordance with 8.7 of these Bylaws.. All Board meetings may be attended by any Association member with the exception of those meetings, or portions of meetings, that concern sensitive personnel matters.

7.8 An "emergency meeting," as defined in 4.8, called by the President or the Executive Director, may be conducted telephonically with a conference call, via the Internet, or other suitable electronic means. The Secretary shall call the roll, determine if a quorum of Directors is present, and keep the minutes of the emergency meeting.

7.9 Any Director who shall be absent from two (2) consecutive regular meetings within a year shall automatically forfeit his or her office, unless the Board of Directors shall waive this provision upon receipt of proper notification for such absence that is satisfactory to the Board.

7.10 In the event a vacancy occurs within the Board of Directors, the Board shall, within thirty (30) days, solicit volunteers from the general membership to serve for the unexpired term. Should there be more than one volunteer, the Board shall fill the vacancy by secret ballot.

7.11 In the event a vacancy occurs among the officers, the members of the Board shall elect, for the unexpired term, a person from the Board to fill such vacancy within thirty (30) days. Election of replacement members of the Association Officers may be held telephonically or by Email.

7.12 Any voting INLPA member may serve on the Board of Directors. However, such service on the Board is limited to a single member representative from any Neuro-Linguistic Programming training or
instructional institute, and/or their affiliates, as defined in Article 4.6. Specifically, two or more members from the same institute, or affiliated institutes, may not serve on the Board at the same time. This prohibition does not extend to independent contract trainers and contract instructors as described in 4.9 of these Bylaws who are not payroll employees or principals of the employing institute. These individuals must disclose their Institute affiliation in accordance with 9.1 of these Bylaws.

7.13 Each member of the governing body shall be entitled to one (1) vote on all matters brought before the Board of Directors.

7.14 The normal order of business of INLPA and its Committees, except when otherwise provided, shall be: (1) Roll Call; (2) Reading of Minutes of last meeting; (3) Reading of Treasurer's Report; (4) Reading of Communications; (5) Reports of Officers; (6) Reports of Standing Committees; (7) Reports of Special Committees; (8) Unfinished Business; (9) New Business; (10) Election of Officers; and (11) Adjournment. In unusual circumstances, the order of business may be changed by a simple majority vote of the Board.

7.15 Authority for questions of procedure not covered by these Bylaws shall be settled by reference to the 1990 edition, 9th edition, or later (newer) version of Robert's Rules of Order Newly Revised, and published by Scott Foresman division of Harper Collins Publishers or their successors.

7.16 Committees

7.16.1 Standing committee Chairpersons shall be appointed by the President at the first meeting of the Board of Directors following their election. With the sole exception of the Immediate Past President who shall be the Chairman of the Nominating Committee, any member in good standing may be appointed as chairperson or member of any committee. Every effort is to be made to appoint Association members, who are not Board members, to the various committees. The standing committees are:

Ethics Committee
Standards and Certification Committee
Education Committee
Nominating Committee
Neuro-Linguistic Psychotherapy Committee
Business Applications Committee
Legislative Committee
Legal Committee
Public Relations Committee
Membership Committee
Bylaws Committee
Finance Committee

7.16.2 The Finance Committee shall be appointed at the first scheduled Board meeting following the annual elections. The Finance Committee shall be responsible for the Association's adherence to the approved budget, and shall also be responsible for submitting a budget for the following fiscal year. The proposed budget shall be submitted to the Board sixty (60) days prior to the beginning of the fiscal year for their approval. The proposed approved budget shall be mailed to the general membership at least twenty (20) days prior to the annual election.

7.16.3 Other committees may be established by the President for specific tasks and for specific periods of time.

7.16.4 All committee meetings may be attended by any Board member or general member. All committees must report on their activities and recommendations at each meeting of the Board of Directors.

7.16.5 Any action recommended by a committee must be voted on by the Board of Directors and approved by simple majority before implementation.

7.16.6 Delegates to any other association, society, etc., shall be appointed by the President after consultation with the Board of Directors.

7.17 The President shall provide all members of the Association with a list of all members and all committees.

7.18 Should a situation arise in which a Board member shall profit or be enriched by a motion for an action of the Board, it shall be deemed a conflict of interest, and the affected Board member shall be excluded and absent from deliberation, and prohibited from voting on the motion.

ARTICLE 8 - Association Officers

8.1 Upon election, members of the Board of Directors shall elect the Officers from within their ranks. The Officers to be elected are: President, Vice-President, Secretary, and Treasurer.

Duties of the Association Officers

8.2 The Association Officers shall plan programs, process committee reports, expend funds, appropriate funds for ongoing business, and handle Association business within the framework of goals established, and direction given, by the Board of Directors at regular meetings. They may exercise the powers of the Board of Directors on all matters, except for matters concerning personnel and personnel policy when the Board of Directors is not in session, reporting any action taken to the Board of Directors at its succeeding meeting. Three voting members of the Executive Committee shall constitute a quorum for the transaction of business.

Term of Office

8.3 Officers shall be elected for a term of one (1) year or until their successors are elected and qualified. No Association Officer shall be eligible to succeed himself or herself, in the same office, for more than two (2) additional terms (a total of three (3) years) and, with the exception of the Immediate Past President, may not serve as an Association Officer for more than four (4) consecutive years.

8.4 The ranking officer present shall conduct the meeting.

8.5 The President shall be the principal elective officer, shall preside at meetings of the Association and of the Board of Directors, and shall be a member ex-officio, with the right to vote, of all committees except the Nominating Committee. He/She shall also, at the annual meeting of the Association and at such other times as he/she shall deem proper, communicate to the Association or the Board of Directors such matter and make such suggestions as may in his/her opinion tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incidental to the office of President or as may be prescribed by the Board of Directors.

8.6 The Vice-President shall perform the duties of the President in the event of his or her absence or disability; shall act as liaison to the various committees for the purpose of reporting committee information and actions to the Executive Committee; and shall represent the President in such matters as may be assigned.

8.7 The Secretary shall be responsible for the keeping of minutes of all meetings of the Board of Directors, Executive Committee, and other INLPA meetings as deemed appropriate by the Board; shall notify Association members of meetings at least thirty (30) days in advance of such meetings.

8.7.1 The Secretary, within thirty (30) days of each Board meeting, shall prepare, sign, and distribute to the membership, summary copies of all Board meeting minutes. Summary copies of minutes must contain the attendance roll, the text of all motions made, the name of the person making the motion, and the numerical result of the vote thereon. Routine procedural motions are excluded from this requirement.

8.8 The Treasurer shall be responsible for the funds and assets of the Association; shall be responsible for accurate records of finances; shall make these records available for inspection by any member, by appointment, during normal business hours; shall mail to each member a copy of the annual financial statement; shall report the status of funds at all INLPA Board of Directors meetings; shall disburse the funds under the direction of the Board of Directors; and shall turn over the records to his or her successor at the beginning of the successor's term. INLPA shall have a surety bond for the faithful performance of the Treasurer's duties and/or of other persons handling monies. The cost of the bond shall be paid for from the funds of the Association.
8.9 The accounts of the Association shall be reviewed, at least annually, by a three-person Financial Review Committee appointed by the Board of Directors within three (3) months of the end of the fiscal year. Only one Board member may be a member of this committee.

8.10 A more complete description of officer responsibility may be obtained by reference to the 1990 edition, 9th edition, or later (newer) version of Robert's Rules of Order Newly Revised, and published by Scott Foresman Division of Harper Collins Publishers.

ARTICLE 9 - NOMINATIONS AND ELECTIONS.

9.1 The Nominating Committee shall consist of the Immediate Past President, one member from the general membership, and two members from the Board of Directors, for a total of four (4) members, including the Chairman. The Nominating Committee shall propose candidates to fill the vacancies among the directors. The Nominating Committee shall submit to the Board of Directors, no later than 45 days prior to the annual election, a slate of candidates for positions on the Board of Directors. Any eligible member who offers himself or herself as a candidate shall be listed on the ballot. Candidates who are Institute owners or principals and candidates who are contract trainers/instructors shall disclose their Institute affiliations as part of the pre-election process.

9.2 The Nominating Committee shall provide a copy of the INLPA "Board Member Agreement" to all prospective candidates for their signature.

9.3 The annual election of directors shall be held by mail ballot during the month of November. Balloting shall be conducted in such a way as to ensure all members the opportunity to vote by secret ballot for the candidate(s) of their choice. A voting package containing the following items shall be mailed on November 1 or, if a Saturday or Sunday, on the following Monday, to each member eligible to vote:

9.3.1 a ballot listing all candidates and general membership voting items (if any);

9.3.2 a security envelope marked only with the word "Ballot";

9.3.3 a uniquely-colored, postage-paid, return-addressed envelope for the return of the ballot in its security envelope;

9.3.4 a copy of any information supplied by the individual candidates supporting their candidacy. Candidate-supplied information shall be limited to one side of a single piece of 8.5" x 11" paper with type size no smaller than 12 point. Candidate-supplied information may not be edited;

9.3.5 a copy of the Board Member Agreement (Attachment A);

9.3.6 instructions on voting procedure;

9.3.7 a statement that, in order to be counted, members' voting envelopes must be either returned in the month of November or postmarked with a November date;

9.3.8 all envelopes containing voting ballots received at Association headquarters during the month of November will be collected and stored unopened in a location designated by the Parliamentarian. Ballots received during the month of December but bearing a November postmark will be accepted also;

9.3.9 the Parliamentarian will open and count all ballots on or about December 15. The process must be witnessed by at least two (2) members who will, by personal signature, attest to the vote tally. This process may be observed by any member;

9.3.10 elected candidates shall be notified by the Secretary within two (2) days of receiving the names of the electees from the Parliamentarian; and

9.3.11 the Secretary shall notify the general membership of the election results in a timely manner.

9.4 Newly-elected Directors shall begin their term of office on the first day of January following the election.

ARTICLE 10 - EXECUTIVE DIRECTOR

10.1 The administration and management of the Association shall be the responsibility of a salaried professional manager, contracted by, and directly responsible to, the Board of Directors. He/She shall have the title of Executive Director or such other title as the Board shall from time to time designate. The Executive Director shall be responsible for carrying out the stated objectives of the Association, using as guidelines the current Executive Director "job description" and such written policies, directions, and procedures as may be established from time to time by the Board of Directors. As the contracted Senior Operations Executive of the Association, the Executive Director shall be responsible for office staffing and for the day-to-day operation of the Association. The language of the Executive Director contract shall include exclusive authority for the Executive Director to hire and terminate staff in accordance with applicable State and Federal law.

10.2 In the absence of an Executive Director, the operation of the Association shall be the responsibility of the President who shall function under guidelines established by the Board of Directors in accordance with these By-Laws.

ARTICLE 11 - FISCAL YEAR AND ANNUAL MEETING

11.1 The fiscal year of the Association shall begin on January 1.

11.2 The annual meeting of INLPA shall be held at a time and location established by the Board of Directors.

ARTICLE 12 - AMENDMENTS TO BY-LAWS

12.1 The following By-Law Articles may not be changed but may be augmented: Articles 2 through and including Article 2.15. The following Articles may not be changed: 7.12, 7.13, 7.15, 7.16.4, 8.7.1, 9, 10.1, 12.1, and 12.2.

12.2 Bylaw amendments may be submitted to the Bylaws Committee by any member, including Board members. In order to be adopted, the proposed change shall be distributed to the general membership along with the voting ballots and passed by a two-thirds affirmative vote of the responding general membership in each of two consecutive years.

ARTICLE 13 - MISCELLANEOUS

13.1 The INLPA insignia/logo is the property of the Association, and the use of same by any individual or organization other than INLPA must have the approval of the Board of Directors.

13.2 A Parliamentarian may be appointed to assist the presiding officer. The Parliamentarian shall be appointed by the President.

ARTICLE 14 - DISSOLUTION

14. In the event of the dissolution of INLPA for any reason whatsoever, all of its assets and property, over and above what may be required for the payment of its just debts and obligations, shall be given to a nationally-known charitable institution as decided by the Board of Directors.

ADDENDA

All Board members shall be encouraged to sign the following Board Member Agreement upon election:

I, ____________________________________________, recognize the importance of my responsibility as a member of the Board of Directors of the International Neuro-Linguistic Programming Association and hereby agree to serve to the best of my ability and with integrity as I carry out the duties and obligations of a member of the Board.

I further recognize that my role as a Board member is to aid in defining the Association's mission, and to govern the Association toward fulfilling that mission. I also recognize that my responsibility includes the functions of a Board member as stated in the Association's bylaws.

I agree:

  • to make attendance at all Board meetings and committee meetings a priority;
  • to prepare for meetings and be ready to discuss the issues and business on the agenda;
  • to work with my peers, respecting their opinions regardless of my own;
  • to always act in good faith for the good of the Association in a positive manner at all times;
  • to follow established parliamentary rules and to conduct myself in a courteous fashion, recognizing that all opinions expressed at board meetings have at least as much validity as my own;
  • to avoid intruding into management issues that are not the responsibility of the Board;
  • to conduct myself with professional decorum at meetings, ever mindful of the NLP presuppositions, "acting as if" they are truths;
  • to avoid conflicts of interest;
  • to support the actions of the Board of Directors regardless of personal opinion;
  • to participate on committees, task forces, or in planning activities as called upon;
  • to seek out board development and personal boardmanship training to enhance my abilities; and
  • to resign my position on the Board if for any reason I cannot continue to contribute to the best of my abilities or find myself in a position detrimental to the Association.

(Signature)

(Date)