By-Laws

Of the

Twin State Depression Support Group

 

Article I

The name of the corporation shall be Twin State Depression Support Group.

Article II

Purposes

Section 1. Not-For-Profit. The corporation is organized under and shall operate as a Vermont not-for-profit corporation and shall have such powers as are now or as may hereafter be granted by the General Not for Profit Corporation Act, as amended.

Section 2. Purposes. The purposes of the corporation are charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Section 3. Rules. The following rules shall conclusively bind the corporation and all persons acting for or in behalf of it:

  1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, 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 the purposes set forth therein. 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 any candidate for public office. Notwithstanding any other provision of these by-laws, 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 of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
  2. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, contribute any remaining assets to the National Suicide Prevention Lifeline.
  3. The corporation shall not adopt any practice, policy or procedure which would result in discrimination on the basis of race, religion, sexual orientation or creed.

Article III

Members

Section 1. Classes of Members. The corporation shall have two classes of members. Voting members and non-voting members.

  1. Voting Members: Qualifications for voting members shall be any individual who is willing, able and committed to participating on a regular basis and whose membership is approved by the Board of Directors.
  2. Non-Voting Members: Any individual who attends Board Meetings.

Section 2. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members.

Section 3. Resignation. Any voting member may resign by filing a written resignation with the Secretary.

Section 4. Termination of Membership. The Board of Directors may expel any member for cause after an appropriate hearing.

Article IV

Meeting of Members

Section 1. Annual Meeting. An Annual Meeting of the members shall be held at such time as the Board of Directors may determine, at a time and place selected by the Board of Directors, for the direct purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members called as soon thereafter as conveniently may be.

Section 2. Special Meeting. Special meetings of the members may be called either by the president, the Board of Directors, or by not less than one-half of the members having voting rights.

Section 3. Notice of Meetings. Notice stating the place, day and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting in accordance with applicable law.

Section 4. Quorum. The members holding at least a majority of the votes which may be cast at any meeting hall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members’ present may adjourn the meeting from time to time without further notice.

Section 5. Conference Call. At any meeting of members, a member entitled to vote may vote either in person or by conference call only if all members can simultaneously hear or see one another.

Article V

Officers

Section 1. Officers. The officers of the corporation shall be a president, a secretary, a treasurer and such other officers as may be determined by the Board of Directors. All officers shall be at least 18 years of age. The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by the Board of Directors.

Section 2. Election and Term of Office. The officers shall be elected by the Board of Directors for a bi-annual term. The officers shall be elected at the annual meeting of the Board of Directors nearest the expiration of their term of office and shall served until their successors have been duly elected and have qualified. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

Section 3. Removal. Any officer may be removed by majority vote at a regularly scheduled meeting, when there is just cause and the removal shall be placed on the written agenda distributed at least two weeks prior to a regularly scheduled meeting.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by a qualified individual appointed by the Board of Directors for the unexpired portion of the term.

Section 5. President. The President shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the affairs of the corporation. S/He shall preside at all meetings of the Board of Directors and shall be the Chairman of the Board. S/He may sign, with the secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors of by these by-laws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provision of these by-laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in  accordance with the provisions of these by-laws; and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to her/him by the President or by the Board of Directors.

Section 7. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of her/his duties in such sum and with such surety or sureties as the Board of Directors shall determine. S/He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any sources whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these by-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to her/him by the President or by the Board of Directors.

Article VI

Board of Directors

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors.

Section 2. Composition, Tenure and Qualifications. The number of voting directors shall be no less than 3 and no more than 7. Each director shall hold their office until their term has expired. Elections will be held at the next annual meeting of the Board of Directors.

Section 3. Meetings. Meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, as the place for holding any special meeting of the Board called by them.

  1. There will be quarterly meetings of the Board of Directors each fiscal year.

Section 4. Notice. Notice of any special meeting of the Board of Directors shall be given at least three days prior thereto by written, electronic or oral notice, in good faith effort.

Section 5. Quorum. A minimum of three members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 6. Manner of Acting. The act of a majority of the directors’ present at a meeting at which a quorum is present shall be the act of the Board of Directors, except were otherwise provided by law or by the by-laws.

Section 7. Informal Action by Directors. Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director selected to fill a vacancy shall be elected for the unexpired term of her/his predecessor in office.

Section 9. Compensation. Directors as such shall not receive any salaries for their services, but by resolution of the Board of Directors, may receive reimbursement for mileage or other expenses directly relating to duties, as approved, for activities directly related to board business. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Article VII

Committees

The Board of Directors, by resolution adopted by a majority of the directors in office, may designate or dissolve one or more committees and establish rules for their conduct.

Article VIII

Contracts, Checks, Deposits and Funds

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by two authorized signing members of the Board of Directors.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time in the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

Article IX

Books and Records

 

The corporation shall keep correct and complete books and records of the account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.

Article X

Fiscal Year

The fiscal year of the corporation shall be January 1 to December 31.

Article XII

Amendments to By-Laws

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a majority of the directors’ present at any regular meeting or at any special meeting, provided that at least fifteen days’ written notice is given of intention to alter, amend and to adopt new by-laws at such meeting.