LAW
PROJECT FOR PSYCHIATRIC RIGHTS, INC.
BYLAWS
(Through
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.
Except
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.
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Restated BYLAWS through amendments made by
the Corporation at a meeting of the Board of Directors held on _______________________.
_____________________________
Jim Gottstein, Secretary