Section 1. Name

The name of this corporation shall be the AMERICAN FOOT CARE NURSES ASSOCIATION Corporation; (Herein after the AFCNA), a Massachusetts not for profit 501(c)(6) corporation.

Section 2. Purpose

The purpose of the AFCNA shall be to furnish support and leadership to its members by promoting education, clinical and research opportunities to advance the practice and guide the delivery of expert health care to individuals with issues relating to lower leg and foot care needs; to foster advances in foot care nursing; to afford a forum for the exchange of knowledge pertaining to foot care specialties; to stimulate the research, investigation, and teaching of foot care nursing; to enhance the study and practice of foot care nursing by eventually establishing scholarships, and appropriate accreditation procedures; and to perform any and all such other acts that are necessary, convenient and proper to the attainment of these purposes.

Section 3. AFCNA Non-Discrimination Policy

The American Foot Care Nurses Association shall be without discrimination on the basis of age, sex, color, creed, disability, gender identity, ethnicity, race, religion, marital status, sexual orientation, national origin, citizenship, Veteran or military status, or other statutory or otherwise legally protected category. This policy applies to all aspects of AFCNA, including membership, employment, volunteer roles, committee service, and vendor relationships.

AFCNA prohibits unlawful discrimination, discriminatory conduct, and retaliation against any person reporting a violation or participating in an investigation, whether by AFCNA members, volunteers, or staff. Any alleged violations shall be reported to the Board of Directors for investigation and remediation in accordance with Article III, Section 5. Ethics and Discipline.

Section 1. Membership

Membership may be granted to any individual who;

The membership categories are as follows;

Section 2. Application

The Board of Directors shall adopt an application form and procedures to facilitate the consideration of applicants for membership in the AFCNA. All applicants shall complete the application form and submit the electronic application along with the designated fee, to the administrative office of the AFCNA. The AFCNA membership committee will perform a quarterly audit to ensure validity and accuracy of each membership. The AFCNA reserves the right to deny membership to any individual or company, including denying membership in order to comply with local, state, federal, or international laws and treaties.

Section 3. Rights and Duties

All members shall be entitled to attend the member meetings and social functions of the AFCNA. Each member with full membership voting privileges shall have one (1) vote on matters submitted to a vote of the membership. Individuals who are granted a sponsored membership are not eligible to make motions, vote, serve on committee(s) or taskforce (s), or serve on the Board of Directors. Proxy voting will not be allowed.

All members have the right to information regarding the financial activity of the AFCNA. A Treasurer’s report will be given at the annual membership meeting. Results of scheduled financial audits will be made available upon request

Section 4. Resignation

a. Members may resign from the AFCNA at any time by giving written notice to the Secretary.

b. Membership in the AFCNA may be terminated if:

c. A Member removed under this article is ineligible for Membership for a period of three (3) years.

Section 5. Ethics and Discipline

Section 6. Automatic Termination

Membership of any member who is in default of payment of dues or assessments for more than 60 days or otherwise becomes ineligible for membership shall be terminated automatically, unless such termination is delayed by the Board of Directors.

Section 1. Annual Meeting

An annual meeting of the members of the AFCNA for conducting such business as may come before the membership shall be held as such a time and place as shall be determined by the Board of Directors.

Section 2. Special Meetings

Special meetings of the members of AFCNA may be called at the request of the President or any three (3) members of the Board of Directors, or at the written request of two-thirds of the members of the AFCNA entitled to vote. The time and place for holding special meetings shall be determined by the Board of Directors.

Section 3. Notice

Notice of any annual or special meetings of the members shall state the date, time, place, and purpose of the meeting, and shall be delivered not more than sixty (60) and not less than five (5) days prior to the date of such meeting unless otherwise required by applicable law.

Section 4. Quorum

10% of voting members of the AFCNA shall constitute a quorum for the transaction of business at any duly called meeting of the members, unless the act of a greater number is required by law, the Articles of incorporation, or these Bylaws.

Voting by proxy is not permitted. Each voting member must be personally present, either in person or via authorized electronic or virtual means, to cast a vote.

Section 5. Manner of Acting

The act of a majority of the voting members present at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws. Meetings shall be conducted pursuant to Robert’s Rules of Order Newly Revised.

Section 6. Electronic Vote

Electronic voting shall be permitted in lieu of a vote at a duly called meeting for any item of business, including the election of officers and directors. An electronic vote may be called by the Board of Directors or upon written request to the Secretary of at least two-thirds (2/3) of the voting members. For the election of officers and directors, as long as at least a plurality of voting members cast ballots in their favor. In the event of a tie vote, the tie will be broken by the drawing of lots. For matters other than election, as long as at least 10% of voting members have returned ballots, the action shall be effective if at least a majority vote in favor of the action, unless the vote of a greater number is required by law, the articles of incorporation, or these bylaws.

Section 1. Authority and Responsibility

The affairs of the AFCNA shall be managed by the Board of Directors, which shall have supervision, control and direction of the affairs of the AFCNA, shall determine its policies or changes therein within the limits of these Bylaws, shall actively promote its purpose and shall have discretion in the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 1-A. Fiduciary Duties of Board members

All members of the Board of Directors shall fulfill the following fiduciary duties in the performance of their board responsibilities;

Section 2. Composition

The Board of Directors shall be composed of eight (8) members as follows: the President, the President –elect, the Secretary, the Treasurer (the President, President –elect, Secretary, and Treasurer are collectively referred to herein as the “Officers”), and four (4) Area Directors- or such lesser number as the Board deems necessary due to recruitment constraints. The Officers and the Area Directors are collectively referred to herein as “Board Members”. In addition the Immediate Past President shall serve as an ex officio, non-voting member of the Board of Directors for a period of one (1) year after the term of as President and (ii) the chief staff executive shall be an ex officio (if present), non-voting member of the Board of Directors. The immediate Past President shall have such duties as are assigned from time to time by the President.

Section 3. Qualifications, Election, and Term

Section 4. Regular Meetings

The Board of Directors may provide by resolution the time, date and place for the holding of a regular annual meeting of the Board of Directors and additional regular meetings of the Board of Directors without other notice than such resolution.

Section 5. Special Meetings

Special meetings of the Board of Directors may be called by, or at the request of, the President or upon a written request to the Secretary of the three (3) members of the Board of Directors. Notice of any special meeting of the Board of Directors shall state the time, date, and place of the meeting and shall be delivered at least five (5) days prior to the date of such meeting; provided, however, that notice of any special meeting held by telephone conference call or interactive technology may be delivered at least twenty-four (24) hours prior to the meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called and convened.

Section 6. Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors; provided that, if less than a quorum is present at said meeting, a majority of the Board members present may adjourn the meeting without further notice. Board members may not vote by proxy.

Section 7. Manner of Acting

The act of a majority of Board members present at a duly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, The Articles of Incorporation, or of these Bylaws.

Section 8. Resignation and Removal

Any Officer or Director may resign at any time by submitting written notice to the Secretary. In the event that the Secretary resigns, the written notice will go to the President. Such resignation shall be effective upon receipt unless a future effective date is specified therein. Any Officer or Director may be removed from office by a two-thirds (2/3) vote of the voting members of the Board of Directors present at a duly noticed meeting, provided that a quorum is present. A quorum for the purpose of a removal vote shall require that no fewer than two-thirds (2/3) of all seated Board members be present

Section 9. Vacancies

In the event of the President-Elect assumes the duties of the President, and the President-Elect (acting as President) thereafter is unable to serve, the Board of Directors shall appoint, from among the Board of Directors, a Director to preside at meetings of the AFCNA and Board of Directors and, if necessary, assume the duties of President.

In the event of the death, resignation, removal, or incapacity of the Treasurer, Secretary, or Director, the Leadership Development committee will identify an individual qualified to fill the vacancy and present recommendation to the Board for approval.

A current member of the Board is eligible to run for another position on the Board prior to the conclusion of his/her term. If the individual is successful, the individual will resign their position, and the Leadership Development Committee will identify an individual that is qualified to fill the vacancy for remainder of the term and present to the Board for approval. If the individual is not successful, the individual will remain in their current position through the remainder of their current term.

Section 10. Action by Written Consent

Any action requiring a vote of the Board of Directors may be taken without a meeting if a consent in writing (printed or electronic), setting forth the action taken, is signed by all of the Board members entitled to vote with respect to the subject matter thereof.

Section 11. Meeting by Interactive Technology

Any action to be taken at a meeting of the Board of Directors may be taken through the use of a conference telephone or other interactive communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating.

Section 12. New Business and Proposal Requirements

Section 1. Officers

The officers of the AFCNA shall be President, President-Elect, Secretary, and Treasurer.

Section 2. President

The President shall be the principal executive officer of the AFCNA. The President shall, in general, supervise and direct all of the business affairs of the AFCNA, subject to the direction and control of the Board of Directors the President shall preside at all meetings of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Board of Directors authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instrument s, which the Board of Directors has authorized to be executed, except documents the execution of which shall expressly be delegated by law, the articles of incorporation, these Bylaws, or the Board of Directors to some other officer or agent of the Board of Directors. The President shall appoint the chairperson of all committees, subject to the approval of the Board of Directors, except the Leadership Development Committee or as otherwise provided by these Bylaws. The president shall, in general, perform all duties customarily incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.

Section 3. President-Elect

The President-Elect shall assist the President and shall substitute for the President when required to and shall chair meetings in the absence of the President. The President-Elect shall be an ex-officio member, without vote, of all committees, except the Leadership Development Committee or as otherwise provided by these Bylaws. The President-Elect shall, in general, perform all duties customarily incident to the office of President-Elect and such other duties as may be prescribed from time to time by the Board of Directors. The President-Elect shall succeed to the office of President upon expiration of the President’s term of office, and in the event of death, resignation, removal, or incapacity of the President.

Section 4. Secretary

The Secretary shall keep minutes of the meetings of the Board of Directors and the membership in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with applicable law, the Articles of Incorporation and these Bylaws; shall be custodian of the corporate records; shall keep a record of the mailing address of each member of the AFCNA; and, in general, shall perform all duties customarily incident to the office of secretary and such other duties as may be assigned from time to time by the President or Board of Directors. The duties of the Secretary may be assigned by the Board of Directors in whole or in part to the chief staff executive.

Section 5. Treasurer

The Treasurer shall be the principal accounting and financial officer of the AFCNA and shall have charge of and be responsible for the maintenance of adequate books of account for the AFCNA; shall have charge and custody of all funds and securities of the AFCNA, and be responsible therefore , and for the receipt and disbursement thereof, shall deposit all funds and securities of the AFCNA in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article XI, Section 4 of these Bylaws; shall ensure that the financial records of the AFCNA are reviewed annually by a qualified independent accounting professional. The level of financial oversight internal review, CPA reviewed financial statement, or full audit, shall be determined annually by the Board of Directors based on the organization's gross revenue, funder requirements, and organizational risk, as follows;

The Treasurer shall perform all the duties customarily incident to the office of treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors. The duties of the Treasurer may be assigned by the Board of Directors in whole or in part to the chief staff executive.

Section 6. Communications Authority and AFCNA Identity

Section 1. Geographic Areas

The geographic membership of the AFCNA shall be classified by dividing the United States and world continents into separate Areas. This division shall be determined from time to time by the Board of Directors. Until amended by the Board of Directors, there shall be four (4) Areas whose boundaries are defined as follows:

West: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming, Canada, Caribbean, Central America, Guam and South America.

Midwest: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin, and Europe.

Northeast: Connecticut, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Asia, Australia and New Zealand.

South: Alabama, Arkansas, Delaware, District of Columbia, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia, Africa, and Puerto Rico.

Section 2. Chapters

The Board of Directors may authorize the establishment of chapters which shall;

Section 1. Standing Committees

Section 2. Ad Hoc Committees

The President may appoint such ad hoc committees as are necessary or appropriate to carry out the purposes of the AFCNA. An ad hoc committee created by the President shall terminate with the expiration of the President’s term of office. Ad hoc committees may be established for longer periods with the approval of the Board of Directors.

Section 3. Appointment

Unless otherwise provided by these Bylaws or the resolution establishing the committee, the President with the approval of the Board of Directors, shall appoint the chair of each committee. The chair of each committee shall appoint the members of its committee, as outlined in the Policy and Procedures manual. With the exception of members of the Executive Committee and the Leadership Development Committee, all committee members shall serve at the pleasure of the Board of Directors.

Section 4. Vacancies

Except as otherwise provided herein, vacancies in the membership of a committee shall be filled by appointments made in the same manner as the original appointments to that committee.

Section 5. Quorum and Manner of Acting

Unless otherwise provided in the resolution establishing a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present and voting at a duly called meeting at which a quorum is present shall be the act of the committee.

Section 6. Policies and Procedures

The Board of Directors shall develop and approve general policies and procedures for the operations of all committees. All committees shall report to the Board of Directors and receive approval prior to committing expenditures.

Section 7. Committee Chair Authority and Boundaries

Section 8. Fiduciary Duties of Committee Chairs

Committee chairs, as individuals entrusted with governance of responsibility within the AFCNA, owe fiduciary duties to the organization as a whole. These duties apply to their service within their designated committee's scope and extend to the AFCNA as an organization, not merely to the committee itself.

Section 1. Contracts

The Board of Directors may authorize any officer or officers, agent or agents of the AFCNA, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the AFCNA, and such authority may be general or confined to specific instances.

Section 2. Payment of Indebtedness

All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the AFCNA shall be signed by such officer or officers, agent or agents of the AFCNA and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President.

Section 3. Taxes; Filing of Form 990

Form 990 will be filed annually for revenue over 50K or 990-N postcard. Any revenue not related to the mission of AFCNA will be reported to the IRS on Form 990-T

Section 4. Deposits

All funds of the AFCNA shall be deposited to the credit of the AFCNA in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 5. Bonding

The Board of Directors shall provide for the bonding of such officers and employees of the AFCNA as it may from time to time.

Section 6. Gifts

The Board of Directors may accept on behalf of the AFCNA any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the AFCNA.

Section 7. Books and Records

The AFCNA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the Board of Directors, and any committee having the authority of the Board of Directors. The books and accounts of the AFCNA shall be audited annually by accounts selected by the Board of Directors.

Section 8. Fiscal Year

The fiscal year of the AFCNA shall be determined from time to time by the Board of Directors

Section 1. Nonpartisan Status

The AFCNA shall not endorse or oppose any political party, candidate, or legislation, except to the extent permitted by applicable nonprofit law for educational purposes related to its mission.

Section 2. Prohibition on Private Inurement

No part of the net earnings, funds, or assets of the AFCNA shall inure to the benefit of, or be distributable to, its members, officers, directors, or any other private persons, except to pay reasonable compensation for services rendered and to make payments consistent with the AFCNA’s charitable and educational purposes.

Section 3. Whistleblower Protection

The AFCNA shall maintain a whistleblower policy ensuring that no member or officer who reports, in good faith, suspected misconduct or misuse of organizational resources shall suffer retaliation.

Section 1. Purpose

The American Foot Care Nurses Association (AFCNA) is committed to maintaining an environment that is respectful, professional, and free from all forms of harassment, bullying, and intimidation. Consistent with the AFCNA’s Purpose, Nondiscrimination Policy, and Ethics and Discipline provisions, all members, volunteers, staff, vendors, and participants in AFCNA-sponsored activities shall conduct themselves in a manner that upholds the dignity and safety of others. Sexual harassment, bullying, or any behavior that undermines the well-being of another individual is strictly prohibited.

Section 2. Scope

This Article applies to: All AFCNA members in every membership category

This Article applies to conduct occurring in person, electronically, or through any AFCNA-affiliated communication channel.

Section 3. Definitions

a. Sexual Harassment

Sexual harassment includes any unwelcome sexual advance, request for sexual favors, or other verbal, nonverbal, or physical conduct of a sexual nature when:

Examples include, but are not limited to: unwelcome touching, sexual jokes or comments, sexually suggestive materials, repeated unwelcome invitations, or remarks about a person’s body or sexual orientation.

b. Bullying

Bullying includes repeated or severe behavior that demeans, intimidates, humiliates, or threatens an individual. Bullying may be verbal, physical, written, or digital. Examples include: insults, derogatory remarks, spreading rumors, deliberate exclusion, threatening behavior, or abusive electronic communications.

Section 4. Prohibited Conduct

The following conduct is strictly prohibited:

Section 5. Reporting Procedures

Any individual who experiences, witnesses, or becomes aware of conduct prohibited by this Article is encouraged to report the concern promptly.

Reports may be submitted to:

Reports may be made in writing or electronically. Anonymous reports will be reviewed to the extent possible. All reports will be handled with discretion and respect for privacy to the fullest extent permitted by law and AFCNA policy.

Section 6. Investigation and Disciplinary Action

Reports of harassment or bullying shall be investigated in accordance with Article III, Section 5. Ethics and Discipline.

Disciplinary actions may include, but are not limited to:

Retaliation is a separate violation and may result in additional disciplinary action.

Section 7. Responsibilities

All individuals subject to this Article share responsibility for:

Officers, Directors, and committee chairs have an additional duty to model appropriate behavior and ensure compliance with this Article.

Section 8. False or Malicious Reports

Knowingly submitting a false or malicious complaint is itself a violation of this Article and may result in disciplinary action under Article III, Section 5.

Section 9. Policy Review

This Article shall be reviewed periodically by the Board of Directors and updated as necessary to ensure compliance with applicable laws and best practices in professional association governance.

Section 1. Purpose

The purpose of this Article is to protect the interests of the AFCNA when it is contemplating entering into a transaction that might benefit the private interest of the board member, officer, committee chair, or key volunteer. This Article is intended to supplement, not replace, any applicable state and federal laws governing conflicts of interest.

Section 2. Definitions

Section 3. Duty to Disclose

An interested person must disclose the existence of any financial or personal interest and all material facts to the Board of Directors prior to the Board’s consideration of the transaction or arrangement. Disclosure shall be made verbally at the meeting and confirmed in writing via the Annual Conflict of Interest Disclosure Form

Section 4. Recusal

After disclosure of a financial or personal interest, the Interested Person shall leave the meeting during discussion and vote on the matter giving rise to the conflict. The Interested Person shall not attempt to improperly influence the deliberation or vote.

Section 5. Use of AFCNA Role for Personal Benefit Prohibited

No board member, officer, committee chair, or volunteer shall use their AFCNA title, email address, communications channels, or association with AFCNA to promote, advertise, or advance any personal business interest. This prohibition applies to email signatures, social media, conference materials, and any other communication made in an AFCNA capacity.

Section 6. Annual Disclosure Requirement

Each board member, officer, and committee chair shall annually review, sign, and submit to the Secretary, the AFCNA Annual Conflict of Interest Disclosure Form. This form shall be completed;

(i) upon assumption of any board or committee role;

(ii) annually thereafter no later than thirty (30) days after the start of each fiscal year.

The Secretary shall maintain signed disclosure forms for a minimum of (7) years.

Section 7. Violations

The violations of this Article shall be subject to discipline under Article III, Section 5.

Section 8. Records

Minutes of meetings at which a conflict of interest was disclosed shall record the name of the Interested Person, the nature of the interest, and the outcome of the vote.

Section 1. Administrative Amendments

The Board of Directors may by a two thirds (2/3) vote of all board members then serving amend these Bylaws to correct typographical errors, update cross references, reflect legal name or address changes, or make other non-substantive administrative correction without a vote of the membership. All such amendments shall be reported to the membership in writing within thirty (30) days of adoption.

Section 2. Substantive Amendments

All other amendments to these Bylaws-including changes to membership rights, board composition, officer terms, voting procedures, dues authority, or dissolution- shall require;

The substance of any proposed substantive amendment shall be submitted in writing to the membership not more than sixty (60) and not less than five (5) days prior to the date by which the same is to be considered.

Section 3. Emergency Amendments

In the event that immediate action is required to comply with applicable law or to protect this organization from legal harm, the Board of Directors may adopt an emergency amendment by unanimous vote of all board members then serving. Emergency amendments shall be submitted to the membership for ratification at the next annual or special meeting.