CNAP Standing Rules for day-to-day operations

Membership and Dues

APRN Group Members of the Coalition for Nurses in Advanced Practice (referred to as “CNAP” or the “Coalition”) are composed primarily of statewide and local advanced practice registered nursing (APRN) organizations representing the APRN roles identified in the Consensus Model for APRN Regulation. Group members may include formally or informally organized APRN organizations. APRN group members as of May 1, 2017, are the following:

Alamo Area Psychiatric Nurses (AAPN)
Consortium of Texas Certified Nurse Midwives (CTCNM)
Greater Texas Chapter of the National Association of Pediatric Nurse Practitioners (GTC-NAPNAP)
Houston Area Chapter of NAPNAP (HAC-NAPNAP)
National Black Nurse Practitioner Association (NBNPA)
Psychiatric Advanced Practice Nurses of Austin (PAPNA)
South Texas Alamo Chapter of NAPNAP (STAC-NAPNAP)
Texas Clinical Nurse Specialists (TxCNS)
Victoria Area Nurse Practitioners (VANP)

To establish APRN group membership, an APRN organization must pay two hundred fifty dollars ($250) annually, payable in January of each year. An APRN group member not paying dues by the in-person meeting each August or September, or by the renewal date (if paying online), will be dropped from the APRN group members listed in the Standing Rules and will no longer be entitled to representation on CNAP’s Board.
“Individual supporting members” are APRNs and APRN students that pay the following annual dues:

APRNs – $35
APRN students – $20

Supporting members are encouraged to attend board meetings, but are non-voting unless they serve as a CNAP officer or an APRN Group Member representative.

APRN Group Members: Responsibilities, Representation and CNAP Communications

APRN Group Members designate a representative and one or more alternates (referred to in the Bylaws as secondary representatives) to act as a liaison between the organization and CNAP. These designated persons represent the group member’s interests on the CNAP Board, including its interests in regulatory action CNAP takes. Primary representatives and alternates represent the organization at CNAP Board meetings, and participate in any CNAP decisions presented to the board in-person, through teleconference, or by electronic means.
Primary Representatives’ Duties

Serve as a CNAP Board member and, as such, attend all CNAP meetings and votes, or ensure an alternate participates.
Keep alternate representatives up to date on CNAP activities.
Act as a liaison between the organization and CNAP. This includes regularly communicating with the organization’s board and members about CNAP activities, providing CNAP with responses from the organization’s executive committee or board when requested by CNAP, and providing CNAP with feedback from the organization, as needed.

In the absence of the primary representative, an APRN group member’s designated alternate (secondary representative) may vote on behalf of the organization and represent the organization’s interests.
Alternate representatives are encouraged to attend all CNAP board meetings and are copied on CNAP communications to its Board members.
CNAP may request that each APRN Group Member submit an Excel file of its membership to CNAP. Group members submitting the file, grants CNAP permission to contact the organization’s members informing them of CNAP activities, seeking input through surveys, or providing other information of general interest to APRNs.
APRN Group Members are expected to address any concerns about CNAP operations, policy decisions, staff or actions as quickly as possible. Address such concerns to CNAP’s Chair or Vice Chair and Chief Operating Officer (CEO). (See grievance procedure. Standing Rule #10 under “CNAP Meetings and General Operations.”)

CNAP Board, Officers, and Executive Committee

In accordance with CNAP Bylaws, the CNAP Board shall be composed of the CNAP Executive Committee and one representative of each APRN Group Member. In the absence of the APRN Group Member’s primary representative, an alternate designated by the organization assumes all the rights and privileges of the primary representative.
For purposes of determining a quorum and voting percentages, the number of board members present is based on the number of active APRN Group Members that have designated a representative and has attended at least one previous meeting.
The Executive Committee is comprised of the CNAP officers.
Officers may be CNAP Board members or individual Supporting Members. Officers are selected by majority vote of APRN group members in attendance at a regular CNAP meeting. If an officer resigns, the Executive Committee may nominate a replacement, and the Board may vote by email.
At the August or September meeting each year, the Chair requests volunteers who are willing to assume the responsibilities of each office to serve terms as described below.

On January 1 of odd numbered years, the Vice Chair assumes the office of Chair to serve a one-year term as Chair.
On January 1 each year, a Vice-Chair assumes a two-year term of office, the second year of which he or she serves as Chair.
On January 1 of odd-numbered years, a Treasurer begins a two-year term of office.
On January 1 of even-numbered years, a Secretary begins a two-year term of office.
If the normal succession is altered, then adjustments in terms will be made, as necessary.

Each officer becomes a member of the Executive Committee and assumes the duties outlined below and as specified in other Standing Rules.

Chair: In addition to chairing each regular and executive committee meeting, the chair works closely with the CEO to lead strategic planning, establish meeting agendas and oversee the general operations of CNAP. The Chair handles many of the communications with the APRN Group Members and CNAP Board, or designates the CEO to initiate these communications, and may be asked to represent CNAP at public events and other meetings.
Vice-Chair: Chairs meetings in the absence of the Chair and performs duties as assigned by the Chair relating to structure, governance and ongoing viability of the Coalition. Serves a one-year term working closely with the Chair and CEO in building competencies necessary to assume the role of Chair the following year.
Secretary: Records the proceedings at each regular and executive committee CNAP meeting and, in conjunction with the CEO, maintains a written record of the meetings, either electronically or physically.
Treasurer: Proposes the budget and oversees all financial operations of the organization in cooperation with the CEO. The Treasurer produces monthly financial reports and presents those reports at regular CNAP or Executive Committee meetings, maintains financial records, works with the accounting firm retained by CNAP to fulfill all tax obligations. Provides information required for audits. If an audit committee performs an audit, organizes the committee and ensures the audit committee has the information needed to conduct the audit.

CNAP Decision-Making

Definitions (Except for addition of the word active, modifying APRN Group Members, these definitions are copied from the bylaws for convenience)

Quorum: A majority (>50%) of the active APRN Group Members (see CNAP Board, Officers, and Executive Committee).
General Consent: Routine business will be expedited by avoiding the formality of motions and voting. The business will be presented by the Chair, or the Chair’s designee, who will assume unanimous consent until someone objects. If at any time an objection is made, the business will be decided by majority vote, unless otherwise designated.
Majority Vote: Greater than 50% of the votes cast by active APRN Group Members at a meeting and/or cast by electronic means. To avoid undue delay, a reasonable time limit may be announced with the call for the vote after which time any APRN Group Member who has not cast a vote may be assumed to abstain, and the abstention is not counted in the majority vote.
Two-Thirds Vote: Motions deemed by the Bylaws, Standing Rules, or Board to be important enough for greater consensus will require a two-thirds vote of the active APRN Group Members for adoption. To avoid undue delay, a reasonable time limit may be announced with the call for the vote after which time any APRN Group Member who has not cast a vote may be assumed to abstain, and the abstention is not counted in the two-thirds vote.
Unanimous Vote: Motions deemed by the Board to be of greatest importance must receive an affirmative vote by 100% of the active APRN Group Members for adoption. To avoid undue delay, a reasonable time limit may be announced with the call for the vote, after which time any APRN Group Member who has not cast a vote may be assumed to abstain. Only a vote against the motion can prevent the motion from passing.

Meetings & General Operations

CNAP meetings are open to all interested APRNs and APRN students.
Board members and the organizations they represent are identified at each meeting.
The CEO is responsible for overall operations of the organization working closely with CNAP’s Chair and Executive Committee to achieve CNAP’s mission.
Meeting dates for regular CNAP meetings are selected for the following year at a regular meeting in the summer or fall of each year. The CNAP Board generally meets quarterly. Most meetings occur by teleconference or online meeting. If possible, one of the quarterly meets will be in-person.
CNAP business may also be acted on between meetings by the Executive Committee. The Executive Committee (EC) may meet in person, by conference call, or by electronic means. Any EC decisions or recommendations will be presented at the regular CNAP meetings or by email. The primary goal of the EC is to conduct CNAP organizational business efficiently in order to maximize the amount of time available at regular CNAP meetings to discuss policy issues.
Conference calls are arranged as needed by the CEO or the CEO’s designee. If a primary representative cannot participate, then the primary representative is responsible for notifying the designated alternate, and finding an alternate who can attend.
The Secretary submits records for all regular meetings to the CEO or the CEO’s designee and those records are maintained indefinitely. The CEO will distribute a draft of minutes within two weeks of the meeting. The CEO is responsible for permanently maintaining all CNAP records.
The CEO is responsible for establishing, maintaining and implementing any policies required by the Internal Revenue Service for non-profit organizations. Currently those policies include: 1) Audit and Audit Committee, 2) Conflict of Interest, 3) Confidentiality 4) Code of Ethics 5) Whistleblower, 6) Records Retention & Destruction, 7) Public Records & Transparency, 8) Compensation, and 9) if CNAP should enter into any joint venture or contribute assets to a taxable organization, evaluation of any joint arrangements with taxable entities under applicable federal tax law in order to maintain CNAP’s non-profit status.
All contracts for CNAP employees, contractors or sub-contractors should be available for review by the Board one week prior to a call for consensus on board approval. All CNAP contracts must be approved by the Board.
The grievance process for concerns about operations, policies, actions or other issues shall follow these steps in the order listed.
a) The aggrieved party shall report their written concerns to the Chair or Vice Chair and the CEO.
b) The Chair or Vice Chair and CEO will maintain appropriate confidentiality and work to resolve the issue as quickly as possible, not exceeding 21 days,.
c) The Chair, Vice Chair, CEO or the aggrieved party may take the issue to the Executive Committee for resolution.
d) The EC or the aggrieved party may take the grievance to the Board for resolution.
e) The CEO shall maintain a record of the grievance and its resolution.

Financial Operations

CNAP’s Fiscal Year is January 1 through December 31.
Checks of the organization may be signed by the Treasurer, Chair, CEO, or the Chair’s designee.
The Treasurer, in cooperation with the CEO, proposes a budget for the following year at a meeting in the last quarter of the year. The Board approves the budget prior to December 31^st, or as soon thereafter as possible.
Expenditures for non-budgeted items shall be made in accordance with CNAP’s Finance Policy.
The Treasurer is responsible for working with a certified public accountant or another qualified person to prepare and file required tax forms, including an annual federal tax report (due by May 15^th each year), 1099 forms as required by federal tax law (due by January 31 each year, and if taxable items are sold, state sales tax forms, as required by Texas law (due January 20 each year).
The Treasurer, in cooperation with the CEO, prepares quarterly reports on CNAP’s sales of A Guide for APRN Practice in Texas and submits the report with payment of 50% of the profits to Texas Nurse Practitioners, in accordance with the APRN Guide Agreement.
By January 20^th of each calendar year, the Treasurer submits sales tax collected on all educational documents, or any other products sold during the previous calendar year, to the Texas Comptroller of Public Accounts.
By January 20^th of each calendar year, the Treasurer sends an invoice to each CNAP member organization for that calendar year’s dues. Payment is due by March 1^st.
Based on §22.355, Texas Business Organizations Code, CNAP is not required to maintain financial records that meet generally accepted accounting principles. However, the CEO and treasurer are expected to check financial balances for all accounts on a monthly basis and produce financial reports that accurately reflect CNAP’s financial position. The treasurer and/or CEO are encouraged to consult with CNAP’s tax preparer, Donna Holland, CPA, as needed to assist CNAP in maintaining reasonable internal financial controls.
A member organization may access CNAP source financial documents by meeting with CNAP’s CEO or treasurer, or may request an independent audit at the expense of the requesting organization.

Review & Amendment of Standing Rules

At a minimum, the Standing Rules will be reviewed each year in March.
Changes or additions to these Standing Rules may be adopted by a majority vote of the Board members represented at any meeting.
A copy of each version of the Standing Rules is retained by the CEO as part of CNAP’s permanent records.

Adopted February 2, 2018
Effective February 2, 2018 – December 31, 2018