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BYLAWS OF DBSA-NORTHERN VIRGINIAAdopted by the Board of Directors, June 23, 2007
ARTICLE I
NAME
The name of the corporation shall be
DBSA-Northern Virginia
(a.k.a.
Bipolar Support Group of Northern Virginia)
ARTICLE II
ORGANIZATION AND PURPOSE
Section 1. Not For Profit. The corporation is organized under and shall operate as an Illinois not-for-profit corporation and shall have such powers as are now or as may hereafter be granted by the Illinois General Not For Profit Corporation Act of 1986, as amended.
Section 2. Purpose. The purpose of the corporation is to improve the lives of people living with mood disorders in Northern Virginia.
Section 3. Rules. The following rules shall conclusively bind the corporation and all persons acting for or in behalf it:
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No part of the net earnings of the corporation shall insure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of purposes set forth herein. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements). any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the corporation shall not carry on any other activities not permitted to be carried on (i) by corporation exempt from Federal income tax under Section 501(c)3 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (ii) by a corporation, contributions to which are deductible under Section 170(c)2 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
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Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c)3 of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), and the board of directors shall determine.
ARTICLE III
REGISTERED OFFICE AND AGENT
The corporation shall have and continuously maintain in the State of Illinois a registered office and registered agent whose office shall be identical with such registered office and may have such other offices within or without the State of Illinois and such other registered agents as the board of directors may from time to time determine. The registered agent shall be the same as that of the national Depression Bipolar Support Alliance.
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ARTICLE IV
MEMBERS
Section 2. Dues. The corporation does not charge dues or fees for membership.
Section 3. Termination of Membership. Members may not be terminated.
Section 4. Voting Rights. Each member shall be entitled to one vote
on each matter
submitted by the board of directors to the members for a vote of the
members.
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ARTICLE V
MEETINGS OF THE MEMBERS
Section 1. Annual Meeting. An annual meeting of the members shall be held in conjunction with a board of directors meeting at such time and place as the board of directors may determine for the purpose of electing directors, receiving feedback and suggestions, and the transaction of such other business as may come before the meeting.
Section 2. Special Meeting. Special meetings of the members may be called by the chairman of the board of directors, the board of directors, or more than half of the membership.
Section 3. Place of the Meeting. The board of directors may designate any place, within Prince William, Fairfax, and Loudoun counties in Virginia, as a place of meeting for any annual meeting or for any special meeting called by the board of directors.
Section 4. Notice of Meeting. Unless otherwise required by statue, written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either at scheduled members’ meetings or through a group electronic e-mail list posting, to each member entitled to vote at such meeting, not less than 5 nor more than 60 days before the date of such meeting, by or at direction of the chairman of the board of directors, the secretary to the board of directors, or the persons calling the meeting.
Section 5. Informal Action by Members. Any action required to be taken at a meeting of the members of the corporation, or any other action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either (i) by all the members entitled to vote with respect to the subject matter thereof or (ii) by the members having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all members entitled to vote thereon are present and voting.
Section 6. Quorum and Manner of Acting. The members holding at least a majority of the votes that may be cast at any meeting constitute a quorum. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on a matter shall be the act of the members, unless the vote of the greater number is required by law, the Articles of Incorporation, or these bylaws.
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ARTICLE IV
EXECUTIVE OFFICERS
Section 1. Officers. The executive officers of the corporation shall be the president and executive director, the secretary, and vice presidents and such officers as may be determined by the board of directors. The board of directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by the board of directors. No two offices may be held by the same person. Officers need not be residents of the State of Illinois or the Commonwealth of Virginia. More than one-third of the officers shall not be members of the board of directors.
Section 2. Election and Term of Office. The officers shall be elected by the board of directors for an annual term. The officers shall be elected at the annual meeting of the board of directors nearest the expiration of their term of office and shall serve until their successors have been duly elected and have qualified. Vacancies may be filled or new offices created and filled at any meeting of the board of directors.
Section 3. Removal. Any officer may be removed by the board of directors whenever it is judgment the best interests of the corporation would be served thereby.
Section 4. Vacancies. A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 5. Executive Director. The executive director shall serve as the chief executive and a non-voting member of the board of directors. He or she shall manage the day-to-day and strategic affairs of the corporation. The executive director shall perform such duties, as from time to time may be assigned to him or her by the chairman or the board of directors. The executive director is a non-voting member of the board of directors.
Section 6. Vice President. Vice presidents shall be appointed from time to time by the board of directors and shall serve as assistants to the president and executive director in functional areas determined by the board of directors. A vice president shall perform such duties, as from time to time may be assigned to him or her by the executive editor, the chairman, or the board of directors.
Section 7. Non-Executive Officer Positions. The executive director may appoint, from time to time, non-executive officer coordinators, facilitators, trainers, assistant executive directors, and others to fulfill volunteer positions within the organization. The executive director shall determine to whom those individuals report to and shall have ultimate oversight of their duties.
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ARTICLE V
BOARD OFFICERS
Section 1. Chairman. The chairman shall be the principal officer of the corporation and shall in general supervise the affairs of the corporation. He or she shall preside at all meetings of the board of directors. He or she may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, contracts, or other instruments that the board of directors has authorized to be executed, except in cases where the signing and execution therefore of shall be expressly delegated to the board of directors or by these bylaws or by statue to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of the chairman and such other duties as my be prescribed by the board of directors from time to time.
Section 2. Vice Chairman. In the absence of the chairman of in the event of his or her inability or refusal to act, the vice chairman shall perform the duties of the chairman and when so acting shall have all the powers of and be subject to the all the restrictions upon the chairman. The vice chairman shall perform such other duties as from time to time may be assigned to him or her by the chairman or the board of directors.
Section 3. Secretary. The secretary shall (i) keep the minutes of meetings of the board of directors in one or more books provided for that purpose, (ii) see that all notices are duly given in accordance with the provisions of these bylaws or required by law, (iii) be custodian of the corporate records, and (iv) in general perform all duties incident of the office of the secretary and such other duties as from time to time may be assigned to him or her by the chairman or the by the board of directors. The executive director is the only non-voting member of the board who can serve as the secretary.
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ARTICLE VI
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors.
Section 2. Composition, Tenure, and Qualifications. The number of directors shall be 10, excluding the non-voting executive director. Each director shall hold office until the next annual meeting of the board of directors and until his or her successor has been duly elected and has qualified. Directors need not be residents of the State of Illinois or the Commonwealth of Virginia. Four members of the board of directors must be active participants in a DBSA-Northern Virginia loved ones support group. Four members of the board of directors must be active participants in a DBSA-Northern Virginia bipolar support group. At least one member of the board of directors each must reside or work in Loudoun, Fairfax, and Prince William counties. All members of the board of directors must be active participants in some DBSA-Northern Virginia groups or programs.
Section 3. Removal. Any members may be removed by a majority of the board, excluding the subject member, whenever in its judgment the best interests of the corporation shall be served by such removal. A vote for removal can be brought before the board by the chairman or any two board members. The board of directors can also order the executive director or another board member in the event that the subject of review is the executive director, to investigate allegations against a board member being considered for removal. Board members may be removed by majority vote of the board of directors for failure to attend two consecutive meetings without cause or missing three meetings within a six-meeting period.
Section 4. Regular Meetings. Regular meetings of the board of directors shall be held on a regular, no more than monthly and no fewer than quarterly, basis. A regular annual meeting of the board of directors shall be held during the month of April or at such other time and place as may be designated by resolution of the board of directors without other notice than this bylaw and such resolution. This meeting shall be held in conjunction with the annual membership meeting. The board of directors may provide by resolution the time and place, within the Commonwealth of Virginia, the State of Maryland, or the District of Columbia, for 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 chairman or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the Commonwealth of Virginia, as the place for holding any special meeting of the board called by them.
Section 6. Notice. Notice of any special meeting of the board of directors shall be given at least 3 days previously thereto by written notice delivered personally, sent by certified mail, sent by electronic mail, or sent by facsimile transmission to each director. If notice be given by certified mail, such notice shall be deemed to be delivered upon confirmation of the receipt of the transmission. Any director may waive notice of the meeting.
Section 7. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board, provided that there are at least one member of the Loved Ones Support Groups, one member of the Bipolar Support Groups, and a majority of the directors is present at said meeting. A majority of the directors present may adjourn the meeting from time to time without further notice.
Section 8. Manner of Acting. The act of the majority of directors present at the meeting at which a quorum is present shall be the act of the board of directors, except where otherwise provided by law or these bylaws.
Section 9. Informal Action by Directors. Any action required to be taken at a meeting of the board of directors or any action that may be taken at a meeting of the board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of directors entitled to vote with respect to the subject matter thereof.
Section 10. Vacancies. Any vacancy occurring in the board of directors or any directorship to be filled with reason of an increase in the number of directors shall be filled by the board of directors. A director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 11. Compensation. Directors shall not receive salaries for their services as such, but by resolution of the board of directors, a fixed sum and expenses of attendance or for hosting board meetings, if any, maybe allowed for attendance of each regular or special meeting of the board, provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
Section 12. Attendance by Communications Equipment. Members of the board of directors or any committee of the board of directors may participate in and act at any meeting of such board of committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Section 13. Nominations. New board members can be nominated by any member of our support groups and must agree to accept the nomination before being presented to the board. The nominees will be be presented by a sitting member of the board for an interview and then a vote in executive session.
Section 14. Election. Board members shall be elected on as vacancies arise until the seats of the board are filled. New members will be elected by a majority vote of the sitting members at a board meeting.
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ARTICLE VII
COMMITTEES
Section 1. Committees of Directors. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, and shall have a majority of its members be directors. Such committees, to the extend provided under said resolution, shall have and exercise the authority of the board of directors in management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon them by law.
Section 2. Other Committees. Other committees not having and exercising the authority of the board of directors in the management of the corporation may be designated by a solution adopted by a majority of the directors at a meeting at which quorum is present. Except as otherwise provided in such solution, members of each such committee need not to be directors of the corporation and the chairman of the corporation shall appoint the members thereof. Any members thereof may be removed by the board whenever in its judgment the best interests of the corporation shall be served by such removal.
Section 3. Term of Office. Each member of a committee shall continue to serve until the committee is terminated, their removal, or their successor is appointed.
Section 4. Chairperson. One member of each committee shall be appointed chairperson by the chairman of the corporation.
Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as the original appointments.
Section 6. Quorum. Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at which a quorum is present shall be an act of the committee.
Section 7. Rules. Each committee may adopt rules for its own governance not inconsistent with the Illinois General Not for Profit Corporation Act of 1986, as amended, the Articles of Incorporation, these bylaws, or rules duly adopted by the board of directors.
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ARTICLE IX
CONTRACTS, CHECKS AND DEPOSITS
Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and delver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific issues.
Section 2. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by such officers, agents, or agents of the corporation 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 executive director and countersigned by the chairman or vice chairman of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time off credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
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ARTICLE X
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors and committees having any of the authority of the board of directors.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall be January 1–December 31.
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ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions of the Illinois General Not For Profit Corporation Act of 1986, as amended, or under the previsions of the Articles of Incorporation or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whenever before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
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ARTICLE XIII
INDEMNIFICATION
The corporation shall indemnify all officers and directors of the corporation to the full extent permitted by the Illinois General Not For Profit Corporation Act of 1986, as amended, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as may be determined from time to time by the board of directors of the corporation.
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Adopted by the Board of Directors, June 23, 2007
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