LAW PROJECT FOR PSYCHIATRIC RIGHTS, INC.
The exclusive purposes for which this corporation are organized are to operate exclusively for charitable purposes, by providing legal and related services to people diagnosed with mental illness, under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax 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, or the corresponding section of any future federal tax code.
Since its purposes are charitable, the Corporation shall not be conducted for profit or gain, and no part of its earnings or assets shall inure to the benefit of any individual, firm, or corporation, except that reasonable compensation may be paid for services rendered to or for the Corporation in furtherance of its purposes.
This Corporation shall not have voting members unless and until the Board of Directors shall duly amend these by-laws to provide for such membership.
The affairs of the Corporation shall be conducted by the Board of Directors, which shall consist of not less than three (3) nor more than eleven (11) persons as fixed from time to time by the Board of Directors. No more than 49 percent of the persons serving on the board may be "interested persons." An interested person is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as a director; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, father-in-law of such person. However, any violation of this section shall not affection the validity or enforceability of transactions entered into by the corporation.
In order to be qualified as a member of the Board of Directors a person must be nineteen years of age or older and a resident of the State of Alaska, PROVIDED, HOWEVER at least 2/3rds of the members of the Board of Directors shall be a past or present consumer of mental health services of such a nature that inpatient care may have been necessary.
The Board of Directors shall establish such procedures for the qualification, election, or continuation of the terms of the members of the Board of Directors as it deems desirable from time to time so long as they are not inconsistent with law, the Articles of Incorporation, or these By-Laws.
The term of office for each member of the Board of Directors shall be three (3) years, in staggered terms.
The Board of Directors may, to the extent permitted by the Articles of Incorporation and by law, hold such meetings, regular or special, at such time and place and upon such notice as the Board of Directors shall determine from time to time.
In the event of a vacancy among the Directors, a majority of the remaining Directors, whether a quorum or not, subject to the provisions of Article III, Section 2 above, may elect a qualified person to the Board of Directors to serve the term of the Director whose vacancy is being filled.
A majority of the Directors constitutes a quorum for the transaction of business. A majority of the Directors present at a meeting at which a quorum is present is the act of the Board of Directors, unless the act of a greater number is required by the Articles of Incorporation or the By-Laws. Once having been established, a quorum shall be deemed to exist notwithstanding the departure of one or more members of the Board of Directors.
The President of the Corporation shall appoint members and a chairperson(s) to such committee(s) as the President shall deem advisable from time to time. Such committee(s) shall be constituted for such purpose(s) as may from time to time be deemed advisable by the President and shall report to the President and the Board of Directors and need not be members of the Board of Directors.
Any one or more members of the Board of Directors may be removed without cause by unanimous action of all the other members of the Board and for cause by a majority vote of all the other members of the Board of Directors.
No member of the Board of Directors shall participate in any discussion or vote on any matter in which he/she or a member of his/her immediate family has potential conflict of interest due to having a material economic involvement regarding the matter being discussed. When such a situation presents itself, the director must announce his/her potential conflict, disqualify himself/herself, and be excused from the meeting until discussion is over on the matter involved. The chair of the meeting is expected to make inquiry if such a conflict appears to exist and the board member has not made the conflict known.
The Officers of the Corporation consist of a president, vice president, secretary, treasurer and such other vice presidents and/or assistant secretary(s) or assistant treasurer(s) as the Board of Directors shall prescribe. The Officers shall be chosen from among the members of the Board of Directors.
The Officers of the Corporation shall be elected by the Board of Directors to serve at the pleasure of the Board of Directors until such time as their successor(s) is (are) elected and qualified.
The President shall be chief Executive and Administrative Officer of the Corporation. The President shall be charged with the overall general management of the Corporation, shall perform all duties incident to the office of President and such other duties as shall from time to time be prescribed by the Board of Directors, all being subject to the direction of the Board of Directors. The President shall preside at all meetings of the Board of Directors. The President shall be an ex-officio member of all standing and other committees. The President shall also execute all formal documents authorized by the Board of Directors.
In the absence of the President, or in the event of the President's death, inability or refusal to act, the Vice President (or in the event there shall be more than one Vice-President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall also have such other powers and duties as shall from time to time be prescribed by the Board of Directors.
The Secretary shall attend, and keep attendance of and minutes of, all the meetings of the Board of Directors and of the Corporation, and shall attend to the giving and serving of all notices of the Corporation. The Secretary shall also perform all the duties incident to the office of Secretary, and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe. In the absence, disability, death or refusal to perform, the Board of Directors may elect a temporary Secretary to perform such of the Secretary's duties as the Board of Directors shall prescribe.
The Treasurer shall collect, receive, deposit and invest the funds of the Corporation as directed by the Board of Directors; shall render periodic financial statements to the Board of Directors, and such other reports and accounts of the financial condition of the Corporation as may from time to time be requested by the Board of Directors; shall perform such other duties as are incident to the office of Treasurer; and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe. In the absence, death, disability or refusal to perform, the Board of Directors may elect a temporary Treasurer to perform such of the Treasurer's duties as the Board of Directors shall prescribe.
Any officer shall be subject to removal by the Board of Directors at any time, with or without cause. In case of the absence, inability to act, disability or refusal to act of any officer or agent of the Corporation the Board of Directors may, without removal, delegate the powers and duties of such officer or agent to any other officer, agent or suitable person(s) selected by the Board of Directors for such period of time as the Board of Directors may prescribe, subject, however, to any limitation herein contained and only to the extent permitted by law.
To the maximum extent allowed by law, the members of the Board of Directors and officers of the corporation shall be indemnified, defended and held harmless from all acts taken on behalf of the corporation.
The Corporation may receive grants, gifts, bequests, devises, legacies and donations for such purposes as are within the general scope of its corporate purposes and powers, and upon such acceptance shall expend and administer such contributions for the purposes specified. Discretionary funds shall be administered by the Board of Directors.
The funds of the Corporation shall be deposited in such banks or other financial institutions as may be designated by the Board of Directors, and such of these funds as may not be required for current needs may, subject to the limitations and conditions contained in any gift, devise or bequest, be invested in such mortgages, bonds, debentures, shares of preferred and common stocks and other securities, and in such other manner as the Board of Directors may direct in conformity with the law. The Board of Directors shall prescribe suitable regulations for the safekeeping of such securities.
All checks, drafts and orders for the payment of money for the Corporation shall be signed by such officers and agents as the Board of Directors may specify by resolution.
Securities of the Corporation deposited in any safe deposit box or held by a custodian shall be subject to withdrawal for corporate purposes by such person or persons as may be determined, from time to time, by resolution of the Board of Directors.
Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to vote, either in person or by proxy, at any meetings of stockholders of any corporation in which the Corporation may hold stock; and at any such meetings may possess and exercise any and all of the rights and powers incident to the ownership of such stock which, as the owner thereof, the Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person or persons from time to time and may revoke any such powers as are granted at its pleasure.
Any person or persons designated by the Board of Directors shall have authority to execute such form of transfer and assignment as may be necessary or advisable to effect for corporate purposes the transfer of stocks or other securities of the Corporation.
The Board of Directors may require the Treasurer, any Assistant Treasurer, or any other officer, agent or employee of the Corporation to give a bond for the faithful discharge of his duties in such amount and with such surety or sureties as it shall determine.
The fiscal year of the Corporation shall commence the first day of January of each year and end on the thirty-first day of December of the same year.
Any notice required to be given by these Bylaws may be waived in writing by the persons entitled thereto.
The Board of Directors shall annually present to the Corporation a report, verified by the President and Treasurer, or by a majority of the Directors, showing the financial position of the Corporation, including the whole amount of real or personal property owned by the Corporation, where located and where and how invested, the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of the acquisition; and the amount applied, appropriated or expended during the year immediately preceding such date, which report shall be filed with the records of the Corporation.
where inconsistent with these Bylaws or the laws of the State of
These Bylaws may be altered, amended or repealed by a majority vote of the entire Board of Directors.
Restated BYLAWS through amendments made by the Corporation at a meeting of the Board of Directors held on _______________________.
Jim Gottstein, Secretary