BY LAWS OF THE NEW JERSEY PSYCHIATRIC REHABILITATION ASSOCIATION

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1 BY LAWS OF THE NEW JERSEY PSYCHIATRIC REHABILITATION ASSOCIATION Article I Name Section 1. The name of the association shall be the New Jersey Psychiatric Rehabilitation Association. Article II Purposes Section 1. Section 2. Section 3. Section 4. Section 5. Promote and improve psychiatric rehabilitation services for people experiencing serious psychiatric problems. Provide sharing and training opportunities for people providing service to, or otherwise interested and involved with the target population. Provide recommendations to governmental bodies and other organizations concerned with legislation and policy planning and decision making affecting this population. Foster and support efforts within the community at large to improve the quality of life for the target population. NJRPA is organized exclusively for charitable and educational purposes, including (for such purposes) the making of distributions to organizations that qualify as except organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees 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 section 501(c)(3) purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and NJPRA shall not participate in, or intervene in (including the publishing or distribution of statements) of any political campaign on behalf of or in opposition to any candidate for public office. As Amended October

2 Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation 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 a corporation, contributions to which are deductible under section 170c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Section 6. Upon the dissolution of NJPRA, assets shall be distributed for one or more exempt purposes within the meaning of section 501c)(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. Article III Membership Section 1. Individual and Organizational Membership A. Individual membership in NJPRA shall be open to all individuals who subscribe to the purposes of this association. B. Organizational membership in NJPRA shall be open to incorporated and unincorporated associations in accordance with the requirements determined by the Board by resolution and approved by a majority vote at a meeting of the membership. Organizational membership does not confer individual membership for any individual associated with that organization. Section 2. Membership Dues A. Individual membership dues shall be in accordance with a dues structure adopted by the Board. B. The membership year shall be a calendar year beginning in November. C. Organizational membership dues shall be in accordance with the plan adopted pursuant to Article III, Section 1(B). Section 3. Voting Privileges As Amended October

3 A. Each individual member shall have one vote in all matters submitted to the membership for discussion and approval. B. Each organizational member shall have no more than three votes in all matters submitted to the membership for discussion and approval. The number of votes for each organization shall be in accordance with the membership plan for organizational members approved by the members in accordance with the requirement of Article III, Section 1(B). C. Only individual and organizational members whose dues are paid in full shall be permitted to vote. Section 4. Privileges of Membership In addition to the voting privileges provided in Article III, Section B. membership in NJPRA shall entitle members to receive benefits and privileges as specified by the Board of Directors. Such benefits shall include, but not be limited to the following: A. Individual and organizational members shall receive NJPRA Newsletters and/or other material published or made available by NJPRA. B. Individual members shall be eligible to hold an elected office and to serve as a member of the Board of Directors. C. All individual and organizational members shall be entitled to participate in regular and/or special meetings of the membership. D. All members shall be entitled to enroll and participate in all regular professional meetings and conferences sponsored by the Association. Section 5. Revocation of Membership The membership of any individual or organization may be revoked by a twothirds vote of the Board of Directors. Notice of such proposed revocation and The cause(s) thereof must be furnished in writing to that member not less than thirty days prior to the meeting of the board or special meeting convened for this purpose. Article IV Meetings As Amended October

4 Section 1. Regular Meetings A. The Association shall meet no less than once a year. The Annual Meeting will be held annually at which time the Officers shall be elected. Written notice of the time and place of each membership meeting shall be mailed to each member no less than 30 days prior to the meeting. Nominations for office shall be mailed to each member no less than 30 days prior to the Annual Meeting. B. The full Board shall meet no less than three times a year. The specific time and place of each meeting shall be decided by the President or his/her designee upon ten days notice to the members of the Board of Directors. Section 2. Special Meetings A. Special meetings of the membership of the Association may be called by the President, by one third (1/3) of the members of the Board of Directors, or by written request of fifteen percent (15%) of the voting members of the Association. B. Any business which can be conducted at a regular meeting of the membership can be conducted at a special meeting called for that purpose. Section 3. Quorum at Meetings A. Twenty-five percent (25%) of the current membership shall constitute a Quorum at regular or special membership meetings. B. Fifty-one percent (51%) of the current membership of Board shall constitute a quorum at Board Meetings. Only past-presidents actually present at a meeting shall be counted as current members for the purpose of determining the presence of a quorum. Section 4. Open Meetings Meetings of the Board of Directors, the Executive Committee, and association committees shall be open to the membership of the organization. The Board of Directors or any of the association committees may adopt a resolution closing a portion of a meeting to the general membership for good cause which shall be As Amended October

5 stated in the resolution. Article V Board of Directors Section 1. Directors A. All affairs of the Association shall be managed by a Board of no more than thirty Directors and Officers, hereinafter referred to as the Board. Past presidents shall not be counted in the maximum of thirty members of the Board of Directors. B. Term of Office The term of office of each Director shall commence immediately after the annual meeting at which election of Directors is held, and shall continue for a term of three years. C. Rotation Directors must rotate off the Board after three consecutive terms as a director or a total of fifteen years service as a director and officer. The Secretary shall be responsible for maintaining the rotation system and shall report to the Board in January of each year the number of vacant positions, the expiration of term of each officer and director, and The number of consecutive years each director has served on the board as an officer and/or director. Section 2. Officers A. The Board shall have the following officers: President, up to three Vice Presidents, Secretary, Treasurer, and when required, a President-Elect. B. Term of Office The term of office for officers, except the President-Elect, shall be two years. No officer shall serve more than two consecutive terms in the same office. As Amended October

6 C. President-Elect D. Duties A president-elect may be nominated for a one or two year term at the discretion of the Board of Trustees. (1) President The President of the Board of Directors shall also serve as the President of the Association and shall supervise all activities of The Association; execute all instruments in its behalf, preside at all meetings of the Executive Board, the Board of Directors, and of the regular and special meetings of the Association; call such meetings of the general membership, the Board of Directors, and The Executive Board as shall be deemed necessary and as herein provided within the bylaws and perform such duties as are inherent in such office. (2) Vice-Presidents The Vice Presidents of the Board of Directors shall also serve as Vice Presidents of the Association and shall perform such duties specified in these bylaws and as the President or the Board may direct; and shall perform duties in absence of President. Each Vice President shall act as liaison to and shall monitor all committees of the Board of Directors, except the Nominating Committee and the Finance Committee, as designated by the President. (3) Secretary The Secretary shall serve as the Secretary of the Executive Board, the Board of Directors, and the Association. The Secretary shall record, maintain and appropriately distribute or supervise the recording, custody, and appropriate distribution of all minutes and records, except financial records, of the Executive Board, the Board of Directors, and the Association. The Secretary shall perform all other duties specified in these bylaws and as the President or the Board may direct. As Amended October

7 (4) Treasurer The Treasurer shall serve as Treasurer of the Association and shall supervise the collection, custody, and disbursement of all funds belonging to the Association. The Treasurer, or his designee approved by the Board Directors, shall be accountable for all funds belonging to the Association; shall authorize payment of all obligations incurred by the Association; shall supervise the maintenance of all bank accounts and depositories designated by the Board of Directors; and shall render such periodic financial reports as may be deemed necessary by the Board or the Board may direct; shall annually provide for an independent audit by certified accountants of all financial records of the Association; such audited report(s) to be submitted annually to the Board of Directors; and shall ensure that the Association complies with all the requirements of a Section 501(c)(4) corporation. The independent auditor is an employee of the Board of Directors. Section 3. Past Presidents Past Presidents of the Association shall have ex-officio Board membership with vote. The number of Past Presidents shall not be counted in the maximum of thirty members of the Board of Directors. Section 4. Nominations and Election of Officers and Directors A. The Nominating Committee shall annually prepare and present to the Board of Directors a proposed slate of officers and directors chosen from the membership at least forty days in advance of the annual meeting. Upon Board approval, the nominations shall be sent to the membership no later than thirty days prior to the Annual meeting. Elections can take place by voice vote or by ballot. Elections may take place by voice vote or by ballot. All ballots must be received by the Secretary on or prior to the Annual meeting. B. Subject to eligibility for continued membership on the Board under Article V, Section 1(c), any officer who is completing a term as an officer may continue to serve on the Board if elected to a new office or if elected to a new term on the Board of Directors. As Amended October

8 C. The Nominating Committee shall use its best efforts to ensure that nominees to the Board of Directors promote cultural diversity, obtain fair representation among regions, individual and organizational members, and programs, and includes individuals whose expertise strengthens the association and enable the association to accomplish its mission. The Nominating Committee shall also use its best efforts to ensure representation on the Board of Directors of individuals who have received or are receiving psychiatric rehabilitation services. D. Results of elections shall be verified and announced no later than ten days after the Annual meeting. Section 5. Removal of Directors A. Should director or officer of the Board fail to attend three consecutive meetings of the Board of Directors, or should any officer fail to attend three consecutive meetings of the Executive Committee, the officer or director shall be contacted by the Secretary to ascertain the individual s continued commitment in serving as an officer or director. B. Any director or officer may be removed from office by a vote of no less than two thirds of the Board, such ballot to be conducted only at a regular meeting of the Board or a special meeting convened for this purpose. Notice of the proposed removal shall be provided to the Director under consideration for removal and the membership of the Board not less than ten days prior to the meeting at which the question is to be voted on. Section 6. Vacancies Any vacancy occurring in a Director or officer s position shall be filled by a majority vote of the remaining members of the Board of Directors, except that a president-elect shall fill any vacancy in the office of the president. Directors or officers so elected shall serve for the remaining unexpired term. No individual shall serve in more than one unexpired term in any two year period. Article VI Committees Section 1. In addition to the standing committees provided for in these bylaws, the Board of Directors shall create such additional committees, as it deems appropriate As Amended October

9 and necessary for the competent management of the affairs of the Association. The Board of Directors will actively encourage and recruit members of the Association to participate on these committees. Section 2. Executive Committee A. Composition The Executive Committee shall consist of the following members: the President of the Board of Directors, the three Vice-Presidents, the Treasurer, the Secretary, the President-Elect (if there is one), and the immediate Past-President (if there is one). B. Duties and Responsibilities (1) The Executive Committee may be authorized by the Board of Directors to make decisions on behalf of the Board of Directors in between meetings of the Board of Directors. (2) The Executive Committee shall be responsible for ensuring that the Board operates in compliance with these bylaws, and laws and regulations. (3) The Executive Committee shall annually submit a plan to the Board of Directors stating goals and objectives for the Association and each of the committees. The annual plan shall also include a statement how the Executive Committee will encourage and monitor the governance of the organization. Section 3. Nominating Committee A. The Nominating Committee shall ensure that a slate of candidates is timely submitted for the election of officers and members of the Board of Directors in accordance with Article IV, Section 4 of these bylaws. B. The Nominating Committee shall consist of five members. Two individuals who are not currently members of the Board of Directors shall be selected by the general membership; two members who are currently members of the Board of Directors shall be selected by the Board of Directors; and the President shall appoint another member of the Board of Directors as chair of the Nominating Committee. Section 4. Finance Committee A. The Treasurer shall serve as chair of the Finance Committee. The Committee shall have a minimum of two additional members appointed As Amended October

10 by the President. A majority of the members of the Finance Committee must be members of the Board of Directors. B. The Finance Committee shall annually present to the Board of Directors a budget and financial plan. The Committee shall assist the Treasurer in obtaining an annual audit and in ensuring compliance with applicable Federal and state tax and registration laws. Section 5. Other Committees A. The Board of Directors may establish such additional committees as are necessary to accomplish the purposes of NJPRA. Any motion or resolution establishing a new committee shall include the following: (1) The name of the committee; (2) the purpose for which the committee is established; and (3) the time anticipated for the committee to complete its mission. When a new committee is established, the President shall appoint one of the vice-presidents to act as liaison to the committee and to monitor the activities of the committee. B. All committees in existence on the date of the Annual Meeting shall submit to the Board of Directors a report stating the accomplishments of The committee for the previous year and a statement of the committee s future short range (twelve months or less) and long range goals. C. The Board of Directors shall establish sufficient committees to accomplish the following functions: (1) agency staff training and Development; (2) systems advocacy; (3) association publications and communications; (4) board training and development; (5) new member recruitment; (6) membership records; and (7) consumer empowerment. D. The President shall appoint the chairs and members of committees established pursuant to this section. Such appointments shall expire on The date of the Annual meeting. Article VI Notices All notices required by law, or by these bylaws, to be given to members, shall be mailed to all members, at the addresses furnished by that member in the application for membership. All notices required by law, or by these bylaws may be waived by the member entitled thereto, such waiver executed in writing and signed by that member. As Amended October

11 Nothing in these bylaws shall prohibit the use of facsimile transmission, electronic mail, or other alternative notice at the option of the member entitled to receive notice. Article VII USPRA NJPRA is a chapter of the United States Psychiatric Rehabilitation Association. For so long as NJPRA continues as a chapter of USPRA, it shall be the policy of NJPRA to encourage its members to become members of PRA and to participate in its programs and activities. Article VIII Rules of Order Roberts Rules of Order as revised shall govern all meetings of the Association, the Board of Directors, and the Executive Board, when such Rules of Order are not in conflict with these By Laws or Articles of Incorporation. Article VIX Amendments The bylaws may be amended by a two-thirds vote of the members of the Association voting on the amendments, such vote being conducted at a regular membership meeting, or at a special meeting convened for the purpose or through a vote conducted by mail. Proposed amendments to these bylaws shall be mailed, or otherwise delivered to each voting member no less than thirty (30) days prior to the regular or special meeting at which the proposed amendment(s) shall be voted. As Amended October

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