AANP and ACNP Merger
Summary of Plan of Merger
- American Academy of Nurse Practitioners (AANP) and American College of Nurse Practitioners (ACNP)
- January 1, 2013.
Merger and Legal Effect:
- ACNP shall merge with and into AANP. AANP shall be the Surviving Corporation of the Merger and shall be governed by the laws of the State of Texas.
- The name of the American Academy of Nurse Practitioners shall become American Association of Nurse Practitioners upon the Effective Date.
Articles of Incorporation:
- The Articles of Incorporation of AANP shall continue in full force and effect. Other than the Name Change, there are no provisions within the Articles of Incorporation of AANP that will be affected or modified by the Merger.
- The Amended and Restated Bylaws of AANP as submitted to the membership of AANP for approval concurrently with approval of the Merger shall become, on the Effective Date, the Bylaws of AANP.
- Membership interests of ACNP will automatically be converted into membership interests of AANP; provided that the member is in "good standing" at the Effective Date of the Merger. ACNP Members whose membership interests convert to AANP will receive equal credit for their prior membership with ACNP.
As provided in the Amended and Restated Bylaws that are subject to the approval of AANP membership, at the Effective Date, the governance of AANP shall be as follows:
a) Appointments to the Board of Directors Upon the Effective Date. Officer positions will be expanded to include the appointment of (1) ACNP's designee as President-elect; and (2) ACNP's designee to one Member at Large position whose term will expire at the 2014 annual membership meeting. In addition, ACNP will designate two additional Member at Large positions whose terms will expire at the 2014 Meeting. At the 2014 membership meeting and annually thereafter, only a single Member at Large will be selected by the Regional Directors of AANP.
b) Co-Presidency. The President-elect appointed by ACNP will assume that position on the Effective Date of the Merger and will continue in that capacity until the 2013 annual membership meeting; at which time (1) the President-elect will share the office of President and become a Co-President ("ACNP Co-President"); and (2) the then serving President, who will remain President of AANP from the Effective Date of the Merger until the 2013 membership meeting, will share the office of President and also become a Co-President ("AANP Co-President"), each Co-President to serve in such capacity until the 2014 Meeting.
c) Transition to sole Presidency. At the 2014 membership meeting (1) the term of the AANP Co-President will terminate; (2) the AANP Co-President will become Immediate Past President, to serve in such capacity until the date of the 2015 annual membership meeting; and (3) the ACNP Co-President will become sole President, to serve in such capacity until the 2015 annual membership meeting.
d) Officers following 2014 Membership Meeting. After completion of the 2014 membership meeting and election cycle, the Officers will consist of a President; Immediate Past President and President Elect; Treasurer; Recording Secretary; and Member at Large.
e) Officers following the 2015 Membership Meeting (and all subsequent membership meetings). After completion of the 2015 membership meeting and election cycle, the Officers will consist of a President; Immediate Past President or President Elect (with the President Elect being elected in even numbered years); Treasurer; Recording Secretary; and Member at Large.
- Following the Effective Date, AANP will begin offering awards for each of (i) state group member of the year, (ii) student of the year, and (iii) the Sharp Award (in recognition of service and named after Nancy Sharp). The nature and continuation of these awards will be subject to ongoing review, evaluation and determination by the AANP Board of Directors.
- The AANP National Conference will take place in Las Vegas, NV on June 19-23, 2013 as scheduled. AANP will also offer a second conference in Las Vegas on Sept. 30 - Oct. 6, 2013. The second conference is intended to be substantially different from the June conference, with a primary focus on specialty and leadership tracks.
Chief Executive Officer:
- Upon the Effective Date, David Hebert, the current Chief Executive Officer of ACNP, will become the Chief Executive Officer of AANP. Mr. Hebert's employment will be subject to the terms and conditions of an Employment Agreement to be negotiated between AANP and Mr. Hebert.
- The Plan and Agreement of Merger contains representations and warranties by the board of directors of both ACNP and AANP that each organization deems reasonable and necessary to ensure full and complete disclosure of information relevant to the Merger, and the operations and organization of each entity.