AMERICAN COLLEGE OF NURSE-MIDWIVES, INC.

Transcription

1 AMERICAN COLLEGE OF NURSE-MIDWIVES, INC. ACNM AFFILIATE AGREEMENT Under the authority of Article V of the ACNM corporate Bylaws, the ACNM Board of Directors hereby enters into this Affiliate Agreement, made on, by and between the American College of Nurse-Midwives, Inc. (ACNM) and the ( the Affiliate ). 1. Name, Principal Office, and Territory. A. This Affiliate is incorporated in the state of and shall be called and identified as the ), a state Affiliate of the American College of Nurse-Midwives (ACNM). B. The principal office of the Affiliate shall be located at the address of record of the Affiliate President unless otherwise designated by the ACNM Board of Directors or the Affiliate. C. The geographic area encompassed by the affiliate is [State/Territory/Uniformed Services]. All such areas shall be considered non-exclusive. D. This Affiliate has previously established its tax-exempt status as a 501(C)6 organization with the IRS; its EIN is. OR This Affiliate intends to establish its tax-exempt status by preparing and submitting its own Form 1024 application to the IRS and paying the applicable fee; Or, (for incorporated Affiliates only) signing up to be a part of the ACNM Group Ruling. 2. Affiliate Purposes and ACNM Reservation of Rights. A. Authorized Affiliate Activities. The Affiliate shall engage in activities consistent with the purposes and goals set forth in the ACNM Bylaws, including but not limited to: the support of appropriate professional licensure regulations and legislation related to midwifery and women s health issues; the presentation of information to the public and government representatives concerning quality midwifery and women s health practices and services; the promotion of excellence in the practice of midwifery and the education of midwives; the support of research activities in the field of midwifery and women s health; the development and recognition of qualified individuals involved in midwifery practice and education; and, the support of quality services to ACNM members.

2 B (Permissive Affiliate Activities. All activities must be congruent and supportive of ACNM bylaws, policies, procedures, positions, practices and all applicable laws. 1. The Affiliate may engage in activities, including but not limited to: the solicitation of donations, funds, and other third party sponsorships; the development and sponsorship of educational symposia, professional conferences, and written publications; and the sponsorship and endorsement of governmental and non-governmental policies and programs related to the professional field of midwifery. 2. Supplementary Provisions Regarding Affiliate Communications (eff. 6/15/11) The Affiliate may issue communications under the following guidelines: a. Supportive: Affiliates are encouraged to issue affiliate-specific letters in support of legislation or regulation, and positions and policies that conform to ACNM national organization positions and policies, using their own words and citing state or local context and information. b. Comments on affiliate-specific legislation and/or regulation: Affiliates may wish to take a position on affiliate-specific legislation and/or regulation on which ACNM does not have a published national position. If ACNM s stance may be reasonably inferred based on its stated mission and related documents, the Affiliate may take that position. Communication to the national office and to the regional representative regarding affiliate-specific comments or positions is appreciated. c. Supplemental: Affiliates may wish to develop a policy or position statement that is consistent with but goes beyond current ACNM national policies and positions. (May 2011 example: development of an affiliate policy supporting home birth and providing specific protocols for transfer between birth settings.). In such cases, the affiliate may develop such policies or positions under the following conditions: i. Affiliate representatives shall consult with and provide a review copy of the position/policy to the ACNM national office and their regional representative prior to publication, providing a specified time frame for ACNM national response; and ii. The policy or position shall include disclaimer language provided by ACNM national. d. Conflicting: Should an ACNM affiliate wish to issue a policy or position that is not consistent with national organization policies and positions, the affiliate shall submit a request to the national organization for a Policy Waiver (see ACNM Affiliate Request for Policy Waiver). C. Restricted Affiliate Activities. As set forth in the ACNM Bylaws, policies, procedures, practices, rules, and this Affiliate Agreement, ACNM reserves the sole and exclusive rights to conduct the following activities with respect to midwifery: the development and implementation of corporate membership categories or classifications;

3 the development and administration of accreditation for midwifery education programs or credentialing programs for midwifery professionals. D. Insurance. Each Affiliate is required to obtain General Liability insurance. Comprehensive general liability (CGL) insurance coverage is available to all ACNM affiliates at no cost to our affiliate organizations through ACNM s national insurance program. Through ACNM's national coverage, ACNM affiliates will be covered automatically under the ACNM national policy. As each new affiliate is approved, the ACNM national office will submit the official organization s name and federal tax ID number to the insurance broker. At its preference, each Affiliate may also obtain Director & Officer Insurance. 3. Affiliate Membership. Upon the current payment of ACNM dues, and acceptance into membership, the member is automatically a member of the appropriate Affiliate, as determined by ACNM and Affiliate policies. A member s eligibility to join an Affiliate, and status as an Affiliate member, is determined by the primary address provided by the member. The Affiliate shall not accept any individuals as members who have not first been accepted by ACNM as members, and shall not create its own unique membership categories, without the specific, prior authorization of the ACNM Board of Directors. 4. Affiliate Dues, Fees and Assessments. The Affiliate at its option and upon notice to ACNM national may require its members to pay additional Affiliate membership dues within the designated ACNM membership categories. Affiliates will keep any assets they currently have and will retain control of their assets. All monies raised by the Affiliate and collected from dues are the sole property of the Affiliate. 5. Affiliate Bylaws. Each Affiliate, whether incorporated or unincorporated, is required to have Bylaws and to provide the ACNM Executive Director with the names and addresses of its Directors and Officers and delineation of offices held yearly after the Affiliate elections are declared. 6. Affiliate Use of ACNM Membership Information and Materials. Any information pertaining to ACNM or Affiliate membership, including, but not limited to, databases, lists, mailing labels and reports, including member information provided by ACNM to the Affiliate, may be used only in connection with the authorized, lawful business of the Affiliate consistent with the terms of

4 this Affiliate Agreement, the ACNM Bylaws, and applicable policies of the ACNM Board of Directors. Such information is considered confidential, and shall not be shared with, or available to, individuals or business entities outside of ACNM without the express, prior, written permission of the ACNM Executive Director. The Affiliate shall abide by other policies and guidelines established by ACNM related to the use and protection of ACNM membership information and materials. 7. Affiliate Use of ACNM Intellectual Property. The Affiliate shall have limited permission and license to use ACNM intellectual property, subject to compliance with all applicable ACNM policies, procedures, practices, and other rules, and all applicable laws regarding the use of such intellectual property. Such limited permission applies to any ACNM trademark, service mark, certification mark, trade name, corporate logo, trade secret, copyrighted material, or other intellectual property owned, registered, licensed, or claimed by ACNM. The Affiliate may not sell any ACNM intellectual property without the express, prior, written permission of the ACNM Executive Director. ACNM reserves the right to deny use of ACNM intellectual property at any time. 8. Affiliate Renewal/Maintenance. This Affiliate Agreement shall be submitted for renewal every three years on or before January 1st, or at a time designated by the ACNM Executive Director. As approved by the ACNM Board of Directors, this Affiliate Agreement shall renew and remain in force and effect following receipt and acceptance by ACNM of required documentation. 9. Affiliate Suspension or Dissolution. The ACNM Board of Directors shall have the authority to suspend or dissolve the Affiliate, by suspension revocation or non-renewal of this Affiliate Agreement, or other appropriate process. Revocation or non-renewal of this Affiliate Agreement may occur when the ACNM Board of Directors determines that: the Affiliate is no longer a viable entity; or the Affiliate is unable or unwilling to comply with the Affiliate Agreement renewal process. The Affiliate shall have the authority to terminate this Affiliate Agreement and dissolve the Affiliate by communicating its decision to do so in writing to the ACNM Executive Director. 10. Controlling Policies and Law. This Affiliate Agreement shall be governed by, and construed in accordance with, the ACNM Bylaws and policies, and applicable State laws, including conflict of laws provisions.

5 All legal proceedings relating to the subject matter of this Affiliate Agreement shall be maintained in courts sitting within the State of Maryland, and the parties consent and agree that jurisdiction and venue for such proceedings shall lie exclusively with such courts. 11. Integration and Modification. This Affiliate Agreement and applicable ACNM policies, procedures, practices and rules, as from time to time amended by the ACNM Board of Directors, constitute the complete understanding of the parties regarding the subject matter thereof, and supersede any prior written or oral agreement, offer or representation. The parties have entered into this Affiliate Agreement solely upon their respective understanding of the terms and conditions set forth herein, and not upon any representation or statement made by the other party hereto. This Affiliate Agreement may not be modified, changed or amended except by a written document signed by a duly authorized representative of each of the parties. 12. Survival of Agreement Terms. If any portion of this agreement is declared invalid or unenforceable for any reason by a court of law or by action of a government body, all remaining provisions of this Affiliate Agreement shall remain in full force and effect and shall not be affected thereby. This Affiliate Agreement is entered into by the named parties representing the Affiliate and ACNM and shall be effective as of the last date signed below. Affiliate President Affiliate Secretary President, ACNM Board of Directors ACNM Executive Director Approved by ACNM Board of Directors, September 2009 Revised and updated July 2011 Revised and updated February 2012