Recovery Plus Foundation Formation and By Laws
ARTICLE I — NAME AND PURPOSE
1. Name and Formation: The name of the organization shall be Recovery Plus Foundation. It shall be a nonprofit organization incorporated under the laws of the State of Nevada. The existence of Recovery Plus Foundation shall commence on the date of the filing of the Article of Organization with the appropriate state office and, thereafter, the organizations' existence shall be perpetual.
2. Purpose: Recovery Plus Foundation is organized exclusively for charitable, scientific and education purposes involved in assisting the public with substance abuse problems through (a) public education, (b) research and support of research education (c) charitable assistance for substance abuse treatment and charitable activities limited those activities specifically permitted by the provisions of 501(c) (3) of the Internal Revenue Code and future revisions in the Internal Revenue code regarding such activities.
3. Adoption of Mission Statement and Purpose: Recovery Plus Foundation hereby approves and adopts the organization's Mission Statement and Purpose as set out in APPENDIX A to these Bylaws.
4. Place of Organization Activities: The physical address of the Foundation shall be determined by the board. The foundation may from time to time have such other place or places of organization activities, within or without the State of Nevada, as the board may decide or may carry on foundation activities in other states by properly registering to do business in said State(s) with the proper consent of the board.
ARTICLE II — MEMBERSHIP AND BOARD OF DIRECTORS
1. Membership: Membership shall consist of the Board of Directors.
ARTICLE III — BOARD OF DIRECTORS
2. Board Role, Size and Compensation: The board is responsible for overall policy and direction of the Foundation, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have up to 15 members, but not fewer than 5 members. The board receives no compensation other than reimbursement of reasonable expenses.
3. Board Terms of Service: All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.
4. Meetings and Notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance. Special telephone meetings may be requested by any board member. A resolution shall be considered to be passed at a valid meeting if 51% of the board members are in attendance. If required, the board may have an emergency meeting by telephone to pass an emergency resolution. Such a resolution requires an attendance of at least 51% of the board members as party to the telephone call and in agreement with any resolution to be considered as passed.
5. Board Elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect board members (Directors) to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws. New directors shall be elected by a majority of board members present at such a meeting, provided there is a quorum present. Board members so elected shall serve a term beginning on the first day of the next fiscal year.
6. Quorum: A quorum must be attended by at least fifty one percent of the board members for business transactions to take place and motions to pass.
7. Compensation: Board members shall not be compensated as members for performing duties associated with Recovery Plus Foundation. Members may be compensated for services rendered in any other capacity, however. Members shall be reimbursed for expenses incurred to attend board meetings and foundation activities.
8. Conflict of Interest Policy: Any time that a person in a position of authority over an organization, such as a board member, committee member, employee or other non-arms length person could benefit personally from a decision they could make a potential for a conflict exists. The board hereby formally acknowledges and approves the conflict of interest policy of Recovery Plus Foundation as set out in APPENDIX B to these bylaws.
9. Offices and Duties: There shall be four offices of responsibility on the board, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:
The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.
The vice-chair shall chair committees on special subjects as designated by the board.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public. A summary of expenditures for each activity or committee shall be provided to the board as well as a budget prepared for the next quarter prepared in accordance with the guidelines set of in APPENDIX A
10. Board Vacancies: When a vacancy of an office position exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.
11. Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. Board members shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member shall also be excused for willful non compliance of the Recovery Plus Foundation conflict of interest policy as set out in APPENDIX B. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
12. Power To Bind The Organization: No board or committee member (acting in his or their capacity as such) shall have any authority to bind Recovery Plus Foundation to any third party with respect to any matter outside the ordinary course of foundation activities.
13. Limitation and Liability and Indemnification: A person who is a board or committee member shall not be liable for the acts, debts or liabilities of Recovery Plus Foundation. Except as otherwise provided in this Article, Recovery Plus Foundation shall indemnify any board or committee member who was or is a party or is threatened to be made a party to a potential, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal. Indemnification shall be limited to expenses, including attorney's fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if, and only if, the person acted in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances. The Foundation shall obtain liability insurance for board members.
14. Business Transactions of a Member the Board: No Member of the Board may conduct any business or personal transaction (other than donating of money or property) without documentation of strict compliance of the conflict of interest policy as well as full disclosure to the Board of Directors and the affirmative vote of the Board only after receiving full disclosure of the transaction in accordance the conflict of interest policy set out in APPENDIX B
ARTICLE IV — COMMITTEES
1. Committee Formation: The board may create committees as needed, such as fundraising, education committees, scholarship qualification committees, research, data collection, etc. The board Chair appoints all committee chairs.
2. Executive Committee: The four offices serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
3. Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget in accordance with the Recovery Plus Mission Statement and Purposes as set out in APPENDIX A. The fiscal year shall be the calendar year. Annual reports and quarterly reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.
4. Other Committees: The organization shall form committees staffed by volunteers as follows: (a) public education (b) research and support of research and (c) substance abuse treatment recommendation. Each committee shall govern itself in accordance with the Foundations mission statement and purpose statement as set out in APPENDIX A
ARTICLE V — AMENDMENTS
Amendments: These bylaws may be amended when necessary by two-thirds majority of the board. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
ARTICLE VI — DISSOLUTION
Procedures in the Event of Dissolution: In the event of the dissolution of Recovery Plus Foundation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VII — OTHER MATTERS
1. Political Affiliations: The organization shall not conduct any activities related to any political organization or party nor shall the organization support or lobby or expend any funds or contributions to such activities. 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 or in opposition to any candidate for public office.
2. Distributions Prohibited: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, members, trustees 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 the purposes set out in APPENDIX A
3. Other Prohibited Activities: Notwithstanding any other provision of these bylaws, Recovery Plus Foundation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
4. Foundation Property: No real or other property of Recovery Plus Foundation shall be deemed to be owned by any board member individually, but shall be owned by and title shall be vested solely in Recovery Plus Foundation.
5. Amendment of Bylaws and Mission Statement: These bylaws, the Mission Statement and Purpose attached as APPENDIX A and the conflict of interest policy may be amended by, and only by, a written resolution setting forth in detail the amendment, signed and voted by over 66% of the organizations board members.
6. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
These bylaws and the attached APPENDIX A and APPENDIX B were approved at a meeting of the board of directors by a two-thirds majority vote at the initial meeting of the organization. In witness whereof, we the undersigned hereby approve and accept the bylaws of Recovery Plus foundation and accept the responsibility as a Director and the related responsibilities described herein.
"SIGNED" BY THE DIRECTORS