THE MINNESOTA CHAPTER
THE DEVELOPMENTAL DISABILITIES NURSES ASSOCIATION, INC.
Article I – Name,
Status and IRC 501(c)(3) Tax Exemption Provisions
Name & Status
This voluntary, non-political, non-profit 501(c)(3) organization
shall be known as the Minnesota Chapter of the Developmental Disabilities Nurses Association. It is a direct subsidiary
of the Developmental Disabilities Nurses Association, Incorporated, (also known by its acronym, "D.D.N.A.") which is itself
a voluntary, non-political, non-profit 501(c)(3) organization incorporated in
the State of Florida. This Chapter is organized exclusively for one or
more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making
of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code. The Minnesota Chapter of the Developmental Disabilities Nurses Association has the
same structures, purposes, activities and bylaws as its’ central organization, D.D.N.A., as set forth herein. The Chapter has a defined relationship with its central organization, D.D.N.A., and is subject to the direct
supervision and control of D.D.N.A.
Limitations on Activities
No substantial part of the activities of this Chapter shall
be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section
501(h) of the Internal Revenue Code), and this Chapter shall not participate in, or intervene in (including the publishing
or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these bylaws, this Chapter shall not carry
on any activities not permitted to be carried on (a) by a Chapter exempt from federal income tax under Section 501(c)(3) of
the Internal Revenue Code, or (b) by a Chapter, contributions to which are deductible under Section 170(c)(2) of the Internal
Prohibition Against Private Inurement
No part of the net earnings of this Chapter shall inure to
the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that
D.D.N.A. shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions
in furtherance of the purposes of this Chapter.
Distribution of Assets
Upon the dissolution of this Chapter, its assets remaining
after payment, or provision for payment, of all debts and liabilities of this Chapter, shall be distributed to D.D.N.A.
for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed
to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance
with all applicable provisions of the laws of this state.
Private Foundation Requirements and Restrictions
In any taxable year in which this Chapter is a private foundation
as described in Section 509(a) of the Internal Revenue Code, D.D.N.A. 1) shall distribute its income for said period at such
time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act
of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings
as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject
the Chapter to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined
in Section 4945(d) of the Internal Revenue Code.
The DDNA Board of Directors may accept on behalf of the Chapter
any contribution, gift, bequest, or devise for the nonprofit purposes of this Chapter.
Article II - Purpose
The purpose of this non-profit mutual benefit Chapter
A. To support and maintain the standards
of acceptable nursing practice in the field of developmental disabilities;
B. To serve as a resource for
developmental disabilities nursing practice and to support mutual sharing of information and views which foster the growth
of the profession;
C. To help D.D.N.A. serve as a liaison
to other professional organizations that directly or indirectly address the field of developmental disabilities;
D. To sponsor quality educational programs
oriented toward an advanced scope of quality practice in developmental disabilities nursing;
E. To promote, support, and sponsor
developmental disabilities nursing certification on a Chapter and National level, requiring continuing education and certification
Article III - Membership
A. All Chapter members must be National
level D.D.N.A. members. Regular Membership shall be open to Registered Nurses
and Licensed Practical (Vocational) Nurses, upon payment of annual dues and upon approval at the Chapter level by D.D.N.A.
B. Application for membership
shall include current nursing license number and payment of the annual fee.
C. Membership entitles a member to
hold office, serve as chairperson or member of any committee, participate in association meetings, and to have a single vote
in the election of directors and officers and other issues requiring organizational vote.
D. Any Chapter member may be suspended,
expelled, or disaffiliated from the Minnesota Chapter of D.D.N.A. by a majority vote of the Chapter Board of Directors and
with approval of the National DDNA Board of Directors. Grounds for such action shall include unprofessional conduct, abuse of membership in the D.D.N.A., or violation
of the D.D.N.A. code of ethics
E. Membership in the D.D.N.A.
shall be unrestricted by consideration of nationality, race, creed, color, sex, or disability.
All membership issues shall be decided by the D.D.N.A. Board of Directors at the Chapter level.
A. Associate Membership will be available
to individuals with ongoing involvement in developmental disabilities nursing.
B. Associate Membership dues
will be established by the Board of Directors at the Chapter level.
C. Associate Membership entitles the
member to receive all benefits provided to a Regular Member except that an Associate Member may not hold office, serve as
chairperson of any D.D.N.A. committee, or have a vote in the affairs of the Association.
D. Any Associate Chapter Member may
be suspended, expelled, or disaffiliated from the Minnesota Chapter of D.D.N.A.
by a majority vote of the Board of Directors and with approval of the National
DDNA Board of Directors. Grounds for such action shall include unprofessional conduct or abuse of membership in D.D.N.A.
E. Membership in D.D.N.A. shall
be unrestricted by consideration of Nationality, race, creed, color, sex, or disability.
All membership issues shall be decided by the D.D.N.A. Board of Directors at the Chapter level.
A. Dues for members of the Minnesota Chapter of DDNA will be established by the National D.D.N.A. Board of Directors.
B. Charter members, designated
as those whose membership was postmarked no later than December 31, 1992, will enjoy the charter membership
dues rate throughout their membership.
Article IV - Board of Directors
A. The Board of Directors of the Minnesota
Chapter of D.D.N.A. shall address the regular business of the association at meeting and by other various means of communication,
such as, but not limited to phone, mail, electronic mail, facsimile transmission, or telecommunications.
B. The Board of Directors shall
consist of not more than five (5) voting members as defined by Article V, Section 1A.
The duties of the Board of Directors shall include:
1. Enforcing the National policies of the D.D.N.A.;
Review and approval of the Chapter’s expected annual revenues and Chapter expenses.
Providing a report of the Chapter’s expected annual revenues and expenses to DDNA’s Chapter and
Approval, modification, or disapproval of reports and actions of the Chapter’s officers or committees,
minutes and reports of which shall be copied to D.D.N.A.’s Chapter headquarters and DDNA National Headquarters.
C. A quorum shall be comprised of a majority of Board members.
D. Motions considered by the Board
shall be approved by majority vote following discussion and seconding.
A. The Chapter Board of Directors shall
meet in person at least once per year. Board members shall each have one vote,
and a majority shall decide the matters before the board.
B. In order to conserve travel
and telephone costs, uncomplicated or single issue matters may be determined by presentation to, and voting by, the Board
of Directors by mail, electronic mail, or facsimile.
C. A Chapter officer may be removed
by the Chapter level Board of Directors of D.D.N.A. for cause, with approval of the DDNA National Board of Directors. "Cause" shall include, without limitation, failure to perform the duties of the office,
failure without excuse to attend meetings, or acting in such a way as to injure the D.D.N.A.'s reputation or hamper its work
D. An officer may resign by giving
a minimum of thirty days written notice.
E. In the event of a vacancy,
the unexpired term of an officer will be filled by appointment by the Chapter level Board of Directors.
Article V - Officers
A. There shall be the following elected
(2) President Elect
(3) Vice President
elected officers shall serve as members of the Board of Directors for the Chapter with the President being Chairman of the
A. An elected officer's term of office shall be as stated in Article VI,
Section 1A. Maximum tenure shall be six consecutive years in any given office.
B. Qualified nominees for all Board positions shall be a RN or LPN/LVN
and a National DDNA member in good standing as of the date of the nomination deadline.
Article VI - Elections
The term of office for the President-Elect shall be for two years, who shall succeed to the office of President at
the end of the two year term and serve as President for two years. At the discretion
of the Board, at the end of the President’s term, the President may attend Board meetings for a one year period as Past
President in an advisory non-voting capacity.
The terms of office for the Vice President, Secretary, and Treasurer shall be for three years. The Board may shorten or lengthen the terms of these offices for purposes of achieving staggered terms.
A. The annual election of Officers
shall be by a confidential ballot. Manually executed paper ballots must be made available to members upon request. Only members
who have paid annual dues a minimum of eight weeks prior to the election are eligible to vote.
B. The Chapter Board of Directors
may choose to make available access to biographical information regarding candidates for election and shall provide Chapter
members with an official ballot at least four weeks prior to the election. The
Chapter Secretary shall oversee the count of all approved ballots and present the results to the Chapter Board, the National DDNA Board, and the Chapter membership.
The Chapter Board of Directors may choose to establish rules and procedures for campaigning for Chapter offices
to take into account avoidance of negative comments or acts disparaging another candidate, potential candidate, the Chapter
and its’ Board of Directors, or the D.D.N.A. and its’
Board of Directors.
Article VII - Duties of Officers
The President shall:
A. Represent the Chapter and preside
at all meetings of the Chapter Board of Directors, as well as any special meetings that may be called by the Board of Directors.
B. Appoint heads of all committees
and make interim appointments as needed with majority approval of the Chapter Board of Directors.
C. Make interim appointments as needed
with the majority approval of the Chapter Board of Directors.
D. Be a signatory to contracts binding
E. Serve as ex-officio Member
of all Chapter committees.
A. The President-Elect shall perform
the duties of the President if absent, and other duties as assigned by the President.
B. The Vice President shall perform
the duties of the President-Elect if absent, and other duties as assigned by the President.
A. The Secretary shall ensure that
minutes are recorded of all proceedings of the Board of Directors, and special meetings as called by the Board of Directors. In addition, the Secretary shall perform duties as assigned.
A. The Treasurer shall perform the
duties of the financial officer of the association, including, but not limited to: payment of expenses, preparation of financial
reports, custodial care of the association checking account(s), and will report directly to the D.D.N.A. Board of Directors. In addition, the Treasurer shall perform duties as assigned.
Article VIII- Meetings
A. The Chapter Board of Directors shall
notify Chapter members and the Chapter D.D.N.A. headquarters of any and all Chapter meetings reasonably in advance of such
The Board of Directors shall meet at least once annually.
Article IX - Finances
A. Fiscal Year: The fiscal year of the Developmental Disabilities Nurses Association shall be January 1 through December
B. Dues: Dues for the Minnesota Chapter of the D.D.N.A. shall be established,
billed, collected, and disbursed by the National Board of Directors of DDNA and the
National D.D.N.A. office. Membership dues will be payable for a twelve (12) month
period, which period will coincide with the Chapter member’s National DDNA membership.
Pro rata dues will be assessed for periods of less than one year and will be assessed in monthly increments, with one
twelfth (1/12) of the annual dues rate per month or partial month of applicability.
Members shall forfeit all membership rights by non- payment of dues.
C. Signatures: Checks, drafts, notes, and other documents of a fiscal nature may be signed by the President, Treasurer,
and/or other such persons as the Chapter Board of Directors may designate.
Article X- Amendments
A. The National DDNA Board of Directors
shall, by a majority vote, have the authority to amend the Chapter bylaws for any reason, including, but not limited to, conformity
with DDNA policy, consistency with applicable state and federal law, and compliance with Internal Revenue Service regulations.
All changes shall be made available to the Chapter Board and membership via written or electronic communication
XI - Offices
A. The principle office and mailing address of the Minnesota Chapter
of the Developmental Disabilities Nurses Association shall be established by the Chapter Board of Directors at such places
as the Board of Directors may from time to time determine or the business of the Association may require, and be immediately
reported to the Chapter D.D.N.A. members and the National DDNA Headquarters.
Article XII - Conflict of
Interest and Compensation Approval Policies
Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect
this tax-exempt Chapter's interest when it is contemplating entering into a transaction or arrangement that might benefit
the private interest of an officer or director of the Chapter or any "disqualified person" as defined in Section 4958(f)(1)
of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS
Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal
Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This
policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable
to nonprofit and charitable organizations.
a. Interested Person. Any director, principal officer, member
of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section
4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS
Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest
if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which the Chapter has a transaction or arrangement;
2. A compensation arrangement with the Chapter or with any entity or individual with which the Chapter
has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or
individual with which the Chapter is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as
well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest.
Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate
governing board or committee decides that a conflict of interest exists.
Conflict of Interest Avoidance Procedures
a. Duty to Disclose. In connection with any actual or possible
conflict of interest, an interested person must disclose to the Chapter and Chapter level Boards the existence of the financial
interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing
board delegated powers considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After
disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall
withdraw from the governing board or committee meeting, which shall be held in abeyance while the determination of a conflict
of interest is discussed and voted upon by the Chapter level Board of Directors, which shall decide if a conflict of interest
c. Procedures for Addressing the Conflict of Interest. An
interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she
shall withdraw from the meeting during the discussion of, and the deliberation and vote on, the transaction or arrangement
involving the possible conflict of interest.
The chairperson of the Chapter Board of Directors shall,
if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Chapter Board of Directors
shall determine whether the Chapter can obtain with reasonable efforts a more advantageous transaction or arrangement from
a person or entity that would not give rise to a conflict of interest. If a more
advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest,
the Chapter Board of Directors shall determine by a majority vote of the disinterested directors whether the transaction or
arrangement is in the Chapter's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with
the above determination, it shall make its decision as to whether the Chapter may enter into the transaction or arrangement.
d. Violations of the Conflicts of Interest Policy. If the
Chapter Board of Directors has reasonable cause to believe a member has failed to disclose actual or possible conflicts of
interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged
failure to disclose. If, after hearing the member's response and after making
further investigation as warranted by the circumstances, the National Board of Directors determines the member has failed
to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Board and Board Committee Proceedings
The minutes of meetings of the Chapter and National Board
of Directors and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection
with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether
a conflict of interest was present, and the National Board of Directors’ final decision as to whether a conflict of
interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or
arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record
of any votes taken in connection with the proceedings.
Compensation Approval Policies
A voting member of the Chapter Board of Directors who receives
compensation, directly or indirectly, from the Chapter for services is precluded from voting on matters pertaining to that
A voting member of any Chapter committee whose jurisdiction
includes compensation matters and who receives compensation, directly or indirectly, from the Chapter for services is precluded
from voting on matters pertaining to that member's compensation.
No voting member of the Chapter Board of Directors or any
committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the
Chapter, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
When approving compensation for directors, officers and employees,
contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements
and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this
section of this article, the Board or a duly constituted compensation committee of the Board shall also comply with the following
additional requirements and procedures:
a. The terms of compensation shall be approved by the Board or compensation committee prior to the first
payment of compensation;
b. All members of the Board or compensation committee who approve compensation arrangements must not
have a conflict of interest with respect to the compensation arrangement as specified in IRS
Regulation Section 53.4958-6(c)(iii), which generally requires that each Board member or committee member approving a compensation
arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue
Code and as amplified by Section 53.4958-3 of the IRS Regulations):
Is not the person who is the subject of the compensation arrangement, or a family member of such person;
Is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation
Does not receive compensation or other payments subject to approval by the person who is the subject of the compensation
Has no material financial interest affected by the compensation arrangement; and
Does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement,
who in turn has approved or will approve a transaction providing benefits to the Board or committee member.
c. The Board or compensation committee shall obtain and rely upon appropriate data as to comparability
prior to approving the terms of compensation. Appropriate data may include the following:
Compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable
positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources;
The availability of similar services in the geographic area of this organization;
Current compensation surveys compiled by independent firms; and
Actual written offers from similar institutions competing for the services of the person who is the subject of the
As allowed by IRS
Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax
years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as
to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services
d. The terms of compensation and the basis for approving them shall be recorded in written minutes of
the meeting of the Board or compensation committee that approved the compensation. Such documentation shall include:
The terms of the compensation arrangement and the date it was approved;
The members of the Board or compensation committee who were present during debate on the transaction, those who voted
on it, and the votes cast by each board or committee member;
The comparability data obtained and relied upon and how the data was obtained;
If the Board or compensation committee determines that reasonable compensation for a specific position in this organization
or for providing services under any other compensation arrangement with this organization is higher or lower than the range
of comparability data obtained, the Board or committee shall record in the minutes of the meeting the basis for its determination;
5. If the Board or committee makes adjustments to comparability data due to geographic area or other specific
conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting;
Any actions taken with respect to determining if a Board or committee member had a conflict of interest with respect
to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect
or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict
of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion
of the compensation arrangement and a taking of the votes to approve the arrangement); and
The minutes of Board or committee meetings at which compensation arrangements are approved must be prepared before
the later of the date of the next Board or committee meeting or 60 days after the final actions of the Board or committee
are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the
Board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the
next Board or committee meeting following final action on the arrangement by the Board or committee, and be copied to National
Each director, principal officer, and member of a committee
with Board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy;
b. Has read and understands the policy;
c. Has agreed to comply with the policy; and
d. Understands the Chapter is charitable and in order to maintain its federal tax exemption it must
engage primarily in activities which accomplish one or more of its tax-exempt purposes.
To ensure the Chapter operates in a manner consistent with
charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall
be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information,
and the result of arm's-length bargaining; and
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the
Chapter's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further
charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for in Section
7, the Chapter may, but need not, choose to use outside advisors. If outside experts are used, their use shall not relieve
the Board of its responsibility for ensuring periodic reviews are conducted.