Meridian Anti-Drug Coalition By Laws

Article I. Purpose

Article I. Purpose

Section 1. Purpose

The purpose of the coalition shall be to provide progressive leadership, education, resources and direction to solve alcohol and drug problems within the Meridian City limits and surrounding areas. Our goal is to improve community safety and quality of life by preventing and/or reducing substance abuse.

Article II. Offices

Article II. Offices

Section 1. Registered Office

The registered office of the Meridian Anti-Drug Coalition will be maintained in the state of Idaho and shall be located in Meridian, Idaho.

Article III. Membership

Article III. Membership

Section 1. Membership

Membership in the coalition is open to anyone with specific expertise or interest in addressing the alcohol/drug problems within the City of Meridian and surrounding areas.

Anyone who has attended at least one half of the general membership meetings during any calendar year shall be entitled to one vote at all general membership meetings in the next calendar year. The calendar year shall begin on January 1st of each year. There shall be no voting by proxy allowed.

Article IV. Meetings

Article IV. Meetings

Section 1. Annual Meetings

An annual meeting of the members shall be held in the month of June each year, with the exact date, time and place to be established by the Coalition Executive Council (CEC). The purpose of the annual meeting will be to elect Officers for the coming year and transact any other business as may came before the meeting.

Section 2. Special Meetings

Special meetings may be called at any time by the CEC or at the request of not fewer than 10% of the active members of the Corporation.

Section 3. Regular Meetings

The time and place of the regular meetings shall be established by the CEC. The Council may designate any place within the city of Meridian and the surrounding area for regular meetings, the annual meeting or for any special meetings. The regular meetings shall occur at least two times annually.

Section 4. Notice of Meetings

It shall be necessary for ample notice of annual or regular meetings be given to each member entitled to vote at such meeting. The Director, Coordinator, Secretary, or any of the members of the CEC shall endeavor to give notice by emailing to as many members as reasonably practicable. Such notice shall be deemed to be delivered when sent to the member at the member’s email address as it appears on the records of the Corporation.

Section 5. Waiver of Notice

Whenever any notice is required to be given to any member under the provisions of the Idaho Non-profit Corporation Act (referred to henceforth as the “Act”) as set forth in Title 30, Chapter 3, Idaho Code or under the provisions of the Articles of Incorporation of the Corporation (referred to henceforth as the “Articles”) or these By Laws, a waiver thereof in writing signed by the person, or persons, entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 6. Quorum and Voting Requirements

One tenth (1/10) of the members entitled to vote shall constitute a quorum. The members present at a duly organized and convened meeting where a quorum is present can continue to do business as a quorum until adjournment, not withstanding the withdrawal of enough members to leave less than a quorum. If a quorum is present, the affirmative vote of the simple majority of the members represented at the meeting and entitled to vote on the subject matter shall be an act of the members unless the vote of a greater number is required by the Act, the Articles or specified elsewhere in these bylaws.

Article V. Directors

Article V. Directors

Section 1. General Powers and Standard of Care

All Corporate powers shall be exercised by, or under the authority of the CEC. The business and affairs of the Corporation shall be managed under the direction of CEC, except as may be otherwise provided in the Act or the Articles.

An Officer shall perform the Officer’s duties in a manner the Officer reasonably believes to be in the best interest of the Corporation and with such care as an ordinary prudent person in a like position would use under similar circumstances. In performing such Officer’s duties, the Officer shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) One (1) or more officers or employees of the Corporation who the Officer reasonably believes to be reliable and competent in the matters presented;

(b) Council, public accountants or other persons as to matters which the Officer reasonably believes to be within such person’s professional or expert competence; or

(c) A committee of the CEC upon which such Officer does not serve, duly designated in accordance with a provision of these By Laws, as to matters within its designated authority, which committee the Officer reasonably believes to merit confidence.

The Officer shall not be considered to be acting in good faith if such Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted.

Section 2. Officer Conflicts of Interest

No contract or other transaction between the Corporation, one or more of its Officers, any other Corporation, firm, association or entity in which one or more of its directors or officers are financially interested, shall be either void or voidable if:

(a) The fact of such relationship or interest is disclosed or known to the CEC or the committee and they authorize, approve or ratify the contract or transaction by a vote or written consent without counting the vote or consent of such interested Officers; or

(b) The contract or transaction is fair and reasonable to the Corporation and the fact of such relationship or interest is fully and fairly disclosed or known to the Corporation.

Section 3. Compensation

The Officers shall serve without compensation but reasonable expenses incurred may be reimbursed when expended for and in the interest of the Corporation and approved by the CEC in advance.

Section 4. Loans to Directors

The Corporation shall not lend money to, or use its credit to, assist its Officers.

Section 5. Liability of Officers for Wrongful Distribution of Assets

In addition to any other liabilities imposed by law upon the Officers of the Corporation, the Officers who vote for or assent to any distribution of assets other than in payment of its debts shall be jointly and severally liable to the Corporation for the value of such assets. When the Corporation is insolvent or when such distribution of assets would render the Corporation insolvent, or during the liquidation of the Corporation without the payment and discharge of or making provisions for all known debts, obligations and liabilities of the Corporation, the Officers who vote for, or assent to, any such distribution shall be jointly and severally liable for the value of such assets to the extent that such debts, obligations and liabilities of the Corporation are not thereafter paid and discharged.

An Officer shall not be liable under this section if, in the exercise of ordinary care, such Officer relied upon, and acted in good faith upon, written financial statements of the Corporation represented to such Officer to be correct by the Chair or by the Officer of the Corporation having charge of its books of account, or certified by an independent licensed or certified public accountant or firm of such accountants. Nor shall such Officer be so liable if, in the exercise of ordinary care and good faith, in determining the amount available for such distribution, such Officer considered the assets to be of their book value.

An Officer shall not be liable under this section, if, in the exercise of ordinary care, such Officer acted in good faith and in reliance upon the written opinion of an attorney for the Corporation.

An Officer against whom a claim is asserted under this section, and who shall be held liable thereon, shall be entitled to contribution, in proportion to the amounts received by them respectively, from persons who accepted or received such distribution knowing such distribution to have been made in violation of this section.

Article VI. Officers

Article VI. Officers

Section 1. Number and Title

The Corporation’s Coalition Executive Council (CEC) shall the Chair, Chair-elect, Past-Chair, Secretary, Treasurer and such other officers as may be elected in accordance with the provisions of the Article. Any two offices may be held by the same person.

Section 2. Election and Term of Office

The Officers of the Corporation shall be elected at the annual meeting of the Coalition. If the election of officers can not be held at such meeting, such election shall be held within 30 days of the annual meeting or as soon thereafter as possible. Officers shall hold office until their successor is qualified and duly elected. Vacancies may be filled, or a new office created and filled, by the CEC at any meeting of the Council.

Section 3. Removal

Whenever, in its judgement, the best interest of the Corporation would be served thereby, any Officer, elected or appointed, by the CEC may be removed by an affirmative vote of two-thirds (2/3) majority of the total Council.

Section 4. Chair

The Chair shall preside at all meetings of the CEC. Except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent of the Corporation, the Chair may sign with the Secretary, or any other proper Officer of the Corporation authorized by the CEC, any deed, mortgage, bond, contract or other instrument which the CEC has authorized to be executed. In general, the Chair shall perform all duties incident to the office of the Chair and other duties, which shall be prescribed by the CEC from time to time.

Section 5. Chair-Elect & Past Chair

In the absence of the Chair, or in the event of the Chair’s inability or refusal to act, the Chair-Elect and/or Past-Chair shall perform the duties of the Chair. When so acting, he/she shall have all the powers of and be subject to all the restrictions upon the Chair. The Chair-Elect or Past-Chair shall perform other duties as from time to time may be assigned by the Chair or the CEC.

Section 6. Secretary

The Secretary shall keep the permanent minutes of the meetings of the CEC, see that all notices are duly given in accordance with the provisions of these By Laws, or as required by law; be custodian of the Corporate records and Corporate seal; keep a register of the names and post office address of each Corporate member; and, in general, perform al duties incident to the office of Secretary. He/she will also perform other duties as from time to time may be assigned by the Chair or the CEC.

Section 7. Treasurer

The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation; the Treasurer shall assure that the bookkeeper receives and gives receipts for money due and payable to the Corporation from any source whatsoever; and deposit all monies in the name of the Corporation in such bank or other financial institution as shall be selected by the CEC; and in general, perform all duties incident to the office of Treasurer. He/she shall perform such other duties from time to time as assigned by the CEC. The Treasurer with the appropriate standing committee prepares an annual Operating Budget showing income and expenses to be presented to the CEC for approval at the annual meeting. Periodic budget reviews will be presented to the Council upon demand.

Article VII. Committees

Article VII. Committees

Section 1. Executive Committee

The Executive Committee shall consist of the elected Officers of the Corporation.

Section 2. Other Standing Committees

The CEC may establish such additional committees as are necessary and appropriate to carry out the business of the Corporation. Committees designed by the Council may be composed entirely of Officers, entirely of members of the Board or may include members from the community. The duties, responsibilities, authority and composition of all standing committees and ad hoc committees shall be stated in writing and adopted by resolution of the CEC. All committee members shall serve until the annuals meeting following their appointment or until their successors have been appointed.

Article VIII. Miscellaneous

Article VIII. Miscellaneous

Section 1. Dues

No membership dues shall be required for membership. However, the Finance Committee may solicit contributions as approved by the CEC. The private property of members of this Corporation shall not be liable for the debts of the Corporation.

Section 2. Indemnification

The Corporation shall indemnify any Officer or former Officer of the Corporation against expenses actually and reasonably incurred by him/her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he/she is made a party by reason of being or having been an Officer, except in relation to matters as to which he/she is adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in performance of duty to the Corporation.

Section 3. Depositories

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, savings and loan associations, trust companies or other depositories as the CEC may elect.

Section 4. Contracts

The CEC may authorize in writing any Officer(s) or agents(s) of the Corporation, in addition to the Officers authorized by the By Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

Section 5. Checks, Drafts, Etc.

All checks, drafts or orders for payment for money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such persons and in such manner as shall from time to time be determined by resolution of the CEC. In the absence of such determination, such instrument shall be signed by the Treasurer or any other authorized Officer. All checks, drafts, etc. over $200 must be signed by the Treasurer and one other member of the CEC as assigned by the Council.

Section 6. Books and Records

The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, CEC and committees having any of the authority of the CEC. The Corporation shall keep a record giving the name and address of the members entitled to vote. All books and records of the Corporation may be inspected by any member or his agent or attorney or the general public for any proper purpose at any reasonable time.

Section 7. Fiscal Year

The fiscal year of the Corporation shall end on the last day of June of each year.

Section 8. Dissolution

A resolution to dissolve the Corporation shall be submitted by a simple majority vote of the CEC. In the event of dissolution of the Corporation, the CEC shall, after payment of all liabilities of the Corporation, dispose of the assets of the Corporation in such a manner or to such organizations organized and operating exclusively for charitable, educational, religious or scientific purposes. Such organizations shall at the time qualify for an exempt organization or organizations under Section 501©(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) and which is organized for the purpose substantially similar to that of the Corporation.

Section 9. Nondiscrimination

This Corporation is an equal opportunity employer and shall make available its services without regards to race, creed, age, sex, color, ancestry or national origin.

Section 10. Political Activity

The Corporation shall not in any way use Corporate funds in the furtherance of, nor engage in, any political activity for or against any candidate for public office. However, these By Laws shall not be construed to limit the right of any official or member of this Corporation to appear before any legislative committee to testify as to matters involving the Corporation.

Section 11. Gifts

The CEC may accept on behalf of the Corporation any contributions, gifts, bequests or devises for the general purposes or for any special purposes of the Corporation. All such items are the sole property of the Corporation.

Section 12. Parliamentary Procedure

All meetings of the CEC and committees shall be governed by “Robert’s Rules of Order” (current edition) unless contrary procedures are established by the Articles of Incorporation, these By Laws or by special written resolution of the Board of Directors.

Section 13. Loans

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the CEC. Such authority may be general or confined to specific instances.

Article IX. Amendments

Article IX. Amendments

These By Laws may be altered, amended or repealed and a new set of By Laws adopted by a two-thirds (2/3) majority vote of the CEC. At least ten (10) days prior to such vote, a written notice setting forth the proposed action, with the time and place of the meeting, will be given to all elected Officers.