THE INTERNATIONAL COALITION FOR
ADDICTION STUDIES
EDUCATION
The Bylaws of the
INTERNATIONAL COALITION FOR
ADDICTION STUDIES EDUCATION,
INCORPORATED (INCASE)
ARTICLE ONE: PURPOSE
AND POWER OF THE CORPORATION
The corporate powers,
business and property of the corporation shall be exercised, conducted, and
controlled by a Board of Directors and elected Officers.
The purposes of the
corporation (hereinafter "INCASE'I) are as follows: To function as an
international addiction studies organization; to disseminate professional
knowledge and share ideas regarding addiction studies curricula; to conduct
international conventions and regional seminars and conferences to provide
members with educational opportunities; to encourage and promote ongoing
research and scholarship in the field of addiction studies; to develop
standards and implement an accreditation process for competent and
comprehensive addiction studies education providers; to explore related funding
sources and opportunities; promoting scholarship in addiction studies and
discussion of reciprocity of programs within and between nations, states, and
provinces; and to develop liaisons with other organizations providing related
educational services or who have related interests.
ARTICLE TWO: BOARD
OF DIRECTORS
Section 1. General
Authority: The affairs of INCASE shall be directed by the Board of
Directors. The Board of
Directors shall be vested with the powers possessed by INCASE itself, including
the powers to determine the policies of INCASE, and prosecute its purposes, to
appoint the Executive Director, to disburse the funds of INCASE, and to adopt
such rules and regulations for the conduct of its business, responsibility and
authority as shall be deemed advisable, insofar as such delegation of authority
is consistent with or repugnant to the Articles of Incorporation or Bylaws of
INCASE (in their present form or as they are amended) or to any applicable law.
Section 2. Membership:
The Board of Directors of INCASE, shall consist of no fewer than twelve (12)
members and not more than thirty (30) and may be expanded from time to time by
amendment these bylaws. Vacancies on the Board of Directors shall be filled by
persons nominated by the Board of Directors.
Section 3. Terms
of Office: Each year one third of the Board of Directors shall complete
term and shall be placed or reelected. Each person shall serve as a Director
for a term of three (3) years. There shall be no limit to the number of terms a
director may serve.
Section 4. Resignation:
Any director may resign at any time by giving written notice to the President.
Such resignation shall take effect at the time specified therein, or, if no
time is specified, at the time of acceptance thereof as determined by the
President or Board of Directors.
Section 5. Removal:
Any director may be removed from such office by a two-thirds vote of the
directors at any regular or special meeting of the Board of Directors at which
a quorum is present, for (1) violation of these Bylaws or (2) engaging in any
other conduct prejudicial to the best interest of INCASE. Such removal may
occur only if the director involved is first provided with (1) adequate notice
of the charges against him or her in the form of a statement of such charges
and of the time and place of the meeting scheduled for the purpose of the
hearing or considering such action, sent by certified or registered mail to the
last known address of such director and (2) an opportunity to appear before the
Board or forward a written statement thereto in presentation of any defense of
such charges, no sooner than thirty (30) days after sending such notice, and
(3) a written explanation as to (if such is the case) why such director is
being removed from such office. In these regards, the Board criteria, is always
with the objective of advancing the best interests of INCASE.
Section 6. Regular
Meetings: Two (2) regular meetings of the Board of Directors shall behe1d
each year, at such time, day and place as shall be designated by the Board of
Directors, for the purpose of transacting such business as may come before the
meeting. The Board may, by resolution, provide for the holding of additional
regular meetings. The Board may also participate in a meeting by means of a
telephone conference where persons participating in the meeting can hear each
other, and participation by such means shall constitute presence in person at
such meeting. Added 10/27/05:
“The Board may conduct Board or Member meetings via telephone
conferencing or electronic means.”
Section 7. Special
Meetings: Special meetings of the Board of Directors may be called at the
direction of the President or by a majority of the voting directors then in
office, to be held at such time, day and place as shall be designated in the
notice of the meeting.
Section 8. Notice:
Notice of the time, day and place of any meeting of the Board of Directors
shall be given at least ten (10) days previous thereto by notice sent by mail,
telegram, e-mail or telephone to each director at their address as shown by the
records of INCASE. The purpose or purposes for which a special meeting is
called shall be stated in the nonce thereof any director may waive notice of
any meeting. The attendance of any director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 9. Quorum:
Fifty-one percent of the directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, except if
less than such number of directors is present at such meeting, a majority of
directors present may adjourn the meeting from time to time without further
notice. The act of a majority of directors in person at a meeting of the Board
of Directors shall be the act of the Board of Directors. In the absence of a
quorum, any action taken shall be recommendatory only, but may be valid if
subsequently conformed by a majority vote, in conformance with quorum
requirements of the Board of Directors.
Section 10. Compensation:
Directors shall not receive any compensation for their services as members of
the Board of Directors but the Board of Directors may authorize payment by
INCASE of the expenses of directors for attendance at regular or special
meetings of the Board.
Section 11. Liability
of Directors: A director shall have no claim of personal liability for any
claims or damages that may result from acts in the discharge of any duty
imposed or exercised by any power conferred upon such director by INCASE it in
good faith such director has acted with ordinary care and prudence, or
alternatively, relied upon information, opinion, reports or statements prepared
or presented by officers or employees of INCASE, counsel independent
accountants, committees of the Board of which the director is not a member, or
any other professional consultant to INCASE.
ARTICLE THREE: POWERS
AND DUTIES OF DIRECTORS
The Board of Directors
shall have the power to execute the following:
To call special meetings
of the members of the corporation when they deem it necessary.
To, when deemed
necessary, select and employ 8 competent executive directors who shall be its
direct executive representative in the day to day management of the
corporation's affairs. This executive director shall be given the necessary
authority and be held responsible; for the administration of the corporation's
activities, subject only to such polices as may be adopted and such orders as
may be issued, by the Board or by any of its committees to which it has
delegated power for such action. The Board shall have full discretion in
deeming the authority and duties of the executive director.
To appoint or remove
without cause all officers, agents or employees of the corporation; prescribe
their duties and may require from them a proper bond for the faithful
performance of their duties, which said bond shall be issued by an established
surety or bonding company.
To conduct, manage and
control the affairs and business of the corporation and to make rules and
regulations not inconsistent with the laws of the State of Idaho or the bylaws of this corporation for
the guidance of its officers and for the management of the affairs of the
corporation.
To incur indebtedness
when in their judgment the same is necessary for properly conducting the
business of the corporation.
To cause to be kept a
complete record of all the proceedings of the Board of Directors.
To appoint the executive
committee consisting of not less than twelve members of the Board of
Directors and to delegate
to the executive committee, by resolution, any powers and authorities of the
Board of Directors, except the power to amend the bylaws or any other powers
which by law cannot be delegated.
To establish such
standing committees as are deemed appropriate by the Board of Directors and to
prescribe the membership and duties of such standing committees.
ARTICLE
FOUR : OFFICERS
Section 1. Officers:
The officers of INCASE shall consist of an International President (of the
Board), the Immediate Past President, and a President Elect, President of
INCASE-(Continent Specific), Secretary, Recruitment Officer, Treasurer and
Region Board Member. To be elected to the office of President Elect a candidate
must be a member in good standing of INCASE, and must have served a term as an
active Board Member. Such officers shall be members of the Board of Directors.
Any two of the offices may be combined or held by one person except the office
of the President and office of the Secretary. These elected officers shall
constitute the executive committee.
Section 2. Term
of Office: Said officers shall be elected by the Board of Directors and
shall hold office for terms of two years or until their successors are duly
elected and qua1ified, unless sooner removed from office by the Board of
Directors. Said officers shall be eligible for re-election to the same office,
except the offices of President and President Elect. Notwithstanding the forgoing, no person shall
be eligible to serve more than three full terms in the same office. The
exception to this is one half terms or less when filling vacancy – this partial
term shall not count towards the three term limit.
Section 3. Resignation:
Any officer may resign at any time by giving written notice to the President.
Such resignation shall take effect at the time specified herein, or, if no time
is specified, at the time of acceptance thereof as determined by the President.
Section 4. Removal:
Any officer may be removed by the Board of Directors at any regular or special
meeting of the Board at which a quorum is present, for engaging in conduct
prejudicial to the best interests of INCASE.
Section 5. Vacancies:
In the case of resignation or death of an officer of INCASE other than the
President, or if for any other reason, including ineligibility or removal, an
officer is unable to complete their term, the Board of Directors shall elect a
successor to complete the unexpired term. In the event of the vacancy in the
office of the President, the President Elect shall automatically assume the
duties of the President and shall serve that capacity for the remainder of the
unexpired term, without prejudice to any succeeding term to which they are
entitled.
ARTICLE
FIVE: DUTIES OF THE
OFFICERS
Section 1. International
President: The current President shall be the chief executive officer of
the corporation; (s) he shall preside over all meetings of the membership and
directors. The President shall call
specia1 meetings of the Board when s/he may deem it necessary and must call a
special meeting of the Board upon a written request of the majority of the
members thereof; and the president shall have, subject to the control of the
Board, general direction of the affairs of INCASE and shall discharge such
other and further duties as may be required of him/her by the Board in the
proper conduct of the business of the corporation. Notwithstanding the
foregoing, the President shall have the following specific powers and duties:
1. (S) He shall be a member of and the Chair of
the Board of Directors and shall prepare the agenda for the meetings of the
Board.
2. (S) He shall appoint such standing and
special committees, subcommittees and divisions as may be required by these
Bylaws or as s/he may find necessary, and shall be an ex officio member with or
without vote, as the appointment shall state, of all committees of INCASE.
3. In the event of a tie
vote on any matter pending before the Board of Directors, the
President may cast the
deciding vote.
4. The President shall
also perform such other duties as the Board may, from time to time, delegate.
Section 2. President
Elect: In the absence of the President, or in the case of his or her
inability or refusal to act, the President Elect shall have the same powers and
authority as, and shall perform the duties of, the President. The President Elect shall prepare for his or
her succeeding term as President, and shall perform the duties as the Board and
the President may, from time to time, designate. The President Elect shall,
either directly, or through the Regional Vice Presidents, offer advice and
counsel to state or regional groups of addiction studies educators and trainers
to assist them in organizing and possibly affiliating with INCASE. The
President Elect shall serve on the membership committee, in an ex officio
capacity, to facilitate the affiliation process of regional and local
organizations.
Section 3. President
INCASE -Continent Specific: These Presidents shall represent specific
areas, typically Continents, or several regionally related countries; shall
have all of the powers and shall perform all of the duties incident to and
vested in this special office as designated and provided for by the INCASE
Board of Directors. These offices do not supercede, or replace the office of
President of INCASE, nor the office of President Elect. This officer shall have
as a part of their duties the power to create an advisory Board of Directors -
this advisory Board shall not have authority over this officer, but rather
shall advise and support his/her efforts -these International Presidents shall
act as their areas representative on the INCASE Board. They shall have the power
and responsibility to prepare the agenda for meetings of their advisory board
and current members, to facilitate and arrange relationships with the many
Countries and related healthcare organizations so as to further the mission and
purpose of INCASE internationally and to encourage membership in INCASE. These
Presidents shall cause to be kept and shall report to the Board of Directors of
INCASE, records of meetings, membership to INCASE, membership to the INCASE
Advisory Board of Directors, financial records including any bank accounts,
dues received, other income and expenses incurred. These Presidents may appoint
or cause the election of additional officers such as a Secretary and Treasurer
to assist him/her in the organization of and provision of services to INCASE
members in their region.
Section 4. Secretary: It shall be the duty of the Secretary to
cause to be kept a record of the proceedings of the Board of Directors and of
all meetings of the corporation. S/he
shall cause to be served all notices required by law or by the bylaws of
INCASE; and in case of his/her absence, inability, or refusal to act, all of
his/her duties may be preformed by an assistant.
Secretary or by a
secretary pro-tem to be appointed by the President. The Secretary of
INCASE shall have all
powers and perform all duties commonly incident to and vested in the office of
secretary of a corporation, including the following duties and
responsibilities:
1. S/he shall attend all meetings of the Board
of Directors, and such committees as may be appointed, and be responsible for
keeping, preserving in the books of the corporation and distributing true
minutes of the proceedings of all such meetings.
2. S/he shall ensure that
all notices are given in accordance with these bylaws.
3. S/he shall perform such other duties as the
President may, from time to time, designate.
4. S/he shall appoint an
Assistant Secretary to perform such duties as s/he may, from time to time,
designate.
Section 5. Treasurer/Membership:
It shall be the duty of the Treasurer to arrange for the receipt and safe
keeping of all monies belonging to the corporation and to pay or cause the same
to be paid out under the direction of the Board of Directors, except as to
contract bills which may be paid without specific direction from said Board;
and shall discharge such other duties pertaining to his/her office as shall be
prescribed by the Board of Directors. The Treasurer shall be a candidate for
bonding and will become bonded at the expense of and the direction of the Board
of Directors if so requested. The financial records shall be informally
reviewed at the time of transfer to a newly elected Treasurer by an appointment
audit committee, and a formal audit may be required by action of the Board at
any time. The Treasurer shall have all powers and perform all duties commonly
incident to and vested in the office of treasurer of a corporation including
the following duties and responsibilities;
1. S/he shall be
responsible for developing and reviewing the fiscal policies of INCASE.
2. S/he shall ensure that an account is
maintained of all monies received and expended for the use of INCASE.
3. S/he shall ensure that
all monies of INCASE are deposited in a bank or banks or trust company or trust
companies, and that authorized disbursements are made therefrom.
4. S/he shall render report of the finances of
INCASE at the annual meeting or whenever requested by the President showing all
receipts and expenditures for the current year.
5. S/he shall provide a
membership address for INCASE, disseminate applications to interested parties,
send renewal notices to members, receive applications, renewals and dues, and
cause this information to be recorded in a database that is the official record
of the current membership of the organization. S/he shall provide reports of
membership to the President, Secretary, and Board of Directors at all regular
meetings of the Board of Directors, and from time to time as requested. S/he
may also be authorized to provide copies of the membership mailing list to
appropriate organization, for a fee, by the Board of Directors. Any dues or
other income received by the Membership Secretary will be forwarded to the
Treasurer for proper deposit into the accounts of the corporation.
Section 6. State
Contact Persons: It shall be the duty of State Contact Persons to encourage
the recruitment of members into INCASE in their geographic region; to encourage
the development and formulation of state, regional and local
organizations. They shall ensure that
all state, regional, and local groups are kept informed of INCASE activities.
They shall serve as liaison with the Board of Directors and the Executive
Committee for the members within their region and shall be responsible for
communicating to the Board of Directors and the Executive Committee any
concerns and recommendations from their area. They may support the development
of regional INCASE activities such as conferences and presentations.
ARTICLE SIX: INDEMNIFICATION
AGAINST LIABILITY
INCASE may provide
liability insurance for the Board of Directors and Officers of INCASE.
ARTICLE SEVEN: CERTIFICATION
OF MEMBERSHIP
New and current members
of INCASE shall receive a membership certificate and a membership card upon
receipt of their dues and shall on renewal of membership dues receive an
updated membership card.
ARTICLE EIGHT: CORPORATE
RECORDS
All corporate records and
the seal of this corporation shall be kept in the custody of the Secretary who
shall make copies thereof for the current President, or they may be kept in the
custody of such person as s/he may appoint. A current updated copy of these
Bylaws shall be kept and recorded in the minute book of the corporation.
ARTICLE NINE: SEAL
This corporation shall
have a seal consisting of a circle, the center containing the words
"CORPORATE SEAL" and on the circumference, the words:
"International Coalition for Addiction Studies Education, Inc 1990."
ARTICLE TEN: VOTING
At every annual meeting,
each member of the Board of Directors shall be entitled to one vote.
Tellers may be appointed by the President or
Vice President when acting as President to receive and count the votes, and the
Secretary shall keep a record of the votes cast and shall announce the results.
No person shall be declared elected as a Director who shall not have received a
majority of all votes cast.
ARTICLE ELEVEN: MEETINGS
Section 1. Location: All meetings of the
membership or Directors of INCASE, both regular and special shall be held at
the office of the corporation or at any other place within or without the State
of Idaho as may be provided by resolution of the Board of Directors or at the
registered office of the corporation.
Section 2. Annual Membership Meeting: The
regular annual meeting of the membership shall be held at the INCASE Annual
Conference each year and shall be called by notice in writing given by the
Secretary and mailed to each member at his/her address at least ten (10) and
not more than fifty (50) days before the date of such meeting. The annual
meeting agenda shall include, but not be limited to, a state of the
organization report from the current seated President; a current financial
report including a fiscal budget, a report from thc Nominating Committee of
nominated members for Board seats and offices, and an opportunity for questions
and feedback from the membership.
Section 3. Board of Directors Meetings: There shall be no less than two meetings of
the Board of Directors during each fiscal year of the corporation. One meeting
shall be in conjunction with the INCASE Annual Conference, traditionally held
in the second quarter of the calendar year, and the second to be held
approximately six (6) months thereafter. Additional meetings of the Board may
be called by the President or by a majority of the Board of Directors when it
is deemed expedient to the mission of INCASE to do so.
At each annual meeting of
the Board of Directors, the members of the Board shall elect or re-elect
members of INCASE to the Board of Directors and to Officer Positions, from a
slate of nominees developed by the Nominating Committee, for those members
whose term expires, and each Director shall serve for a period of three years.
At such meeting of the Board of Directors, a majority of the members present or
represented shall be competent to transact business.
Section 4. Special Membership Meetings:
Special meetings of the membership may be called by the President or designee,
when performing the duties of President when it is deemed expedient, or such
meetings may be called by a majority of the Board of Directors.
Notice of such meetings
of the membership shall be given in writing by the Secretary and mailed to
their address at least ten (10) and not more than fifty (50) days in advance of
the date of such meeting. Notice of the time, place and business of any meeting
of members may be waived by written consent of a member filed with the
Secretary and entered upon the records of the meeting either before or after
the holding thereof provided that, if all the members are present or
represented, a meeting may be held at any time and without notice.
The certificate of the
Secretary that notice of special meetings has been served as herein above
provided shall serve as prima facie proof of such service.
Section 5. Notice of Membership Meetings:
Notice of the time, place and business of any meeting of members may be waived
by written consent, filed with the Secretary, of any member entitled to notice
or entered upon the records of the meeting either before or after the holding
thereof.
Section 6. Quorum at Membership Meetings: A
quorum at a meeting of the membership shall consist of twenty percent,
including proxies, of the members. All questions shall be directed by a
majority of the members present and entitled to vote.
ARTICLE TWELVE: CHECKS AND DRAFTS
All checks, drafts or
other orders upon the funds of the corporation shall be drawn by such officers,
agents, or employees of the corporation as the Board of Directors my from time
to time designate.
ARTICLE THIRTEEN: MEMBERSHIP
Section 1 Membership: The initial membership
of the corporation shall consist of the incorporators hereof. Additional
persons or entities may be admitted to membership in a manner prescribed by the
Board of Directors which shall have full discretion in fixing the number of the
members and the provisions for admission. General guidelines shall be
hereinafter provided.
1. Eligibility for membership:
Membership in INCASE shall be open to individual educators, students or others
who are interested in furthering the purposes of the corporation and who are
willing to participate in the activities of INCASE as prescribed in these
bylaws; Interested educational institutions and their staff members; related
organizations; and related commercial vendors, such as publishers.
2. Categories: Persons shall be admitted to
membership in one of the following categories; Individual, Student, Life
Member, Individual Institutional Lifetime, Institutional Honorary,
Organizational or Vendor. Institutional Membership provides the institution
with the equivalent of two individual memberships for their staff
representatives. Honorary,
Organizational and Vendor memberships are not voting memberships. Honorary memberships may be granted to
individuals at no fee to the individual for special service to the corporation
at the discretion of the Board. The rights and interests of all members shall
be equal and no member can have or acquire a greater interest in the corporation
than any other member. No individual member shall have more than one
vote.
3. Application: Any interested party may
make application for membership under the appropriate category, on a form
prescribed by the Board of Directors, which form, when completed, shall set
forth such information as may be required by the Board of Directors. Members shall agree to abide by these bylaws
and rules and regulations adopted by the Board of Directors. Thc Board shall
determine and fix the annual membership due for each category of membership.
4. Removal of Members: Members of any
category may be removed for failure to pay annual dues. For any cause other
than non-payment of dues, removal shall occur only after a formal complaint has
been made against a member, the member has been informed and been given a
reasonable opportunity to defend against the complaint. Thereafter the Board of Directors may remove
the individual or institution by a majority vote. A member may appeal in
writing to the Board of Directors at their next regular meeting or at a specia1
meeting.
ARTICLE FOURTEEN: AMMENDMENTS
The authority to make,
amend, alter or repeal these bylaws is vested in the Board of Directors and may
be exercised at any regular or special meeting of the Board of Directors.
ARTICLE
FIFTEEN: RULES AND
REGULATIONS
The Board of Directors
may adopt such rules and regulations not inconsistent with these bylaws and the
articles of incorporation as it deems necessary for the proper conduct of the
corporate activities.
ARTICLE SIXTEEN: ORDER OF BUSINESS
Section I Order of Business -Membership
Meetings: So far as
applicable; shall be as follows:
1st
Ascertain presence of quorum
2nd
Proof of due notice of meeting
3rd
Reading or
disposal of any unapproved minutes
4th
Report of Officers and committees
5th
Election of Directors
6th
Unfinished business
7th
New business
8th
Adjournment
Section 2 Order of Business-Directors Meetings:
So far as applicable shall be as follows:
1st
Reading and
disposal of any unapproved minutes
2nd
Reports of Officers and committees
3rd
Unfinished business
4th
New business
5th
Adjournment
ARTICLE SEVENTEEN: STANDING COMMITTEES
Section I Committees: The following
committees shall be standing and maintained. Membership on committees shall
include at least one member of the Board of Directors and may include
individuals who are not members of INCASE. Each Committee shall elect their own
leadership and shall cause a record of their meetings to be produced and
submitted to the President one-month prior to any regular meeting of the Board.
Members of some specific committees may be appointed by the President for time
to time;
Executive
Committee
Finance
Committee
Nominations
Committee
Membership
Committee
Conference
Planning Committee
Accreditation
Committee
Curriculum
Committee
Publications
Committee
Development
and Planning Committee
Added 10/27/05: ARTICLE 18: DISSOLUTION CLAUSE
“If the Board votes to
move the corporation into dissolution, the assets of the corporation shall be
transferred to another not-for-profit corporation with goals similar to that of
INCASE.”
Amended and approved by
Board of Directors vote,
October, 27, 2005.