By-Laws

By-Laws

The following copy of the By-laws for the Commonwealth Prevention Alliance were amended and approved by a majority vote of the membership of the Corporation at the Annual Meeting on June 19, 2009, during the CPA 19th Annual "Leading The Challenge" Prevention Conference at the Nittany Lion Inn in State College, Pennsylvania.

The following Attachments are included with the by-laws and will appear in a separate window by clicking on the hyperlink in the by-laws or on the link below

COMMONWEALTH PREVENTION ALLIANCE
Bylaws of the Corporation
ARTICLE I
NAME AND INCORPORATION

Section 1. Name

The name of the organization shall be Commonwealth Prevention Alliance. It is hereinafter referred to as the "Corporation."

Section 2. Philosophy

The Corporation shall be a non-profit corporation organized under the laws of the Commonwealth of Pennsylvania, and its purposes shall be to promote the establishment of a system of communication, support, and sharing of services/resources among prevention programs and people in the State. The Corporation intends to study, discuss, make recommendations, and where appropriate, take action on issues of concern to people involved in prevention activities. This may include, but is not limited to, the advocacy of prevention philosophies to political bodies and appropriate State agencies.

Prevention is a concept that focuses on positive growth and developmental experiences for human beings. This concept is actualized through activities that promote functional positive intra- and inter-personal knowledge, attitudes and skills. The Corporation membership believes that the hypocritical, "Do as I say" approach to education and life is unreasonable, as well as ineffectual.

The larger goal of prevention programming is the individual formulation of life styles that are likely to include physical and mental health and happiness via the exclusion of destructive psychological dependencies and behaviors. Decisions regarding constructive vs. destructive dependencies and behaviors are arrived at individually and are not a direct product of legislation.

Prevention activities are aimed at any and all segments of the population, as well as toward the general social context. When feasible, the Corporation shall give free consultation to prevention programs and people in the Commonwealth in the form of linking up resources, giving direction, sharing materials, etc.

Section 3. Location

The current mailing address shall serve as the principal office.

ARTICLE II

MEMBERS

Section 1. Definition of Membership:

Applications for membership in the organization will be accepted from people involved in prevention efforts in Pennsylvania, and whose goals are consistent with those of the Corporation.

Section 2. Membership Eligibility.

Members are individuals in good standing who shall be:

required to pay annual dues,

entitled to one vote,
and invited to participate actively in CPA Committee work.

Section 3. Dues.

The Board of Directors shall determine the amount of dues for each membership category. One person shall be limited to one membership per year. All memberships shall be renewable annually on July 1.

ARTICLE III

MEETING OF MEMBERS
Section 1. Annual Meetings.

The regular Annual Meeting of the members of the Corporation shall be held at a time and place to be designated by the President of the Corporation, such meeting to be held for the purpose of electing regional representatives (Board of Directors) and for the transaction of such other business as may come before the meeting.

Section 2. Special Meetings.

Special meetings of the members may be called at any time by the President of the Corporation, by resolution adopted by the Board of Directors, or by not less than one-tenth of the members, and should be held at the place designated in any such call.

Section 3. Notice of Meetings.

Written or printed notice for meetings where votes will be taken, stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, (United States Postal Service or e-mail) to each member entitled to vote at such meetings, not less than ten (10) days nor more than thirty (30) days before the date of any special meeting and not less than thirty (30) days before the date of the annual meeting, by or at the direction of the President, or the Secretary, or the Directors. In case of a special meeting or when required by statute or by these bylaws, the purpose of which the meeting is called shall be state in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at the address as it appears on the records of the Corporation with postage thereon prepaid. If the notice is sent electronically, it shall be deemed delivered when a receipt of said notice is sent back to the person who originally sent the e-mail. Actual attendance is considered to be a waiver of written notice.

ARTICLE IV

BOARD OF DIRECTORS

Section 1.

A. Directors. The regular membership of the Board of Directors shall consist of four (4) regions; see Attachment A: Map of Regions. Directors are required to attend meetings regularly. The election of the Board of the membership of the Corporation is provided in the following sections.

B. Honorary Directors. All past Presidents of the Corporation and all members of the Board of Directors of the Corporation whose terms have expired shall be and become honorary directors during such periods as they are not serving as regular directors. Honorary directors shall have no voting power, nor shall they be considered in determining a quorum. Honorary directors shall be entitled to attend all meetings of the Board of Directors.

C. Alternates. Each region shall elect one alternate, and the membership at large shall elect no more than four alternates. Alternates will have the same voting privileges as directors in the absence of director (s), or written proxy.

Section 2. Election of Directors.

At each annual meeting of the members of the Corporation, there shall be elected from the membership of the Corporation eight (8) directors: one (1) from each region, and four (4) at large. Each shall serve as a regular director for a term of two (2) years.

In the event of the death, resignation, or otherwise unfilled board position, the President shall nominate, and the Board of Directors shall by majority vote approve a CPA member to serve out the unexpired term.

Section 3. Powers and Duties.

The Board of Directors shall manage the affairs of the Corporation and shall exclusively exercise all of its powers, except the elections of members and of directors and the annual meeting and such other matters as shall be submitted by the Board of Directors to the members or shall be required by statute to be submitted to members.

Section 4. Removal of Directors.

Any elected director may be removed for cause by a majority vote of the members of the Board of Directors, upon notice of charges against him/her given in writing by the President or Secretary, at least twenty (20) days before action on his/her removal is taken. The resignation of a director for any cause may be accepted by a majority vote of the Board of Directors.

Section 5. Regular Meetings.

There shall be at least six meetings of the Board of Directors, one of which shall occur at the time and place of the regular annual meeting of the members of the Corporation. The Board of Directors may provide by resolution the time and place for holding of additional regular meetings of the Board without other notice and such resolution.

Section 6. Special Meetings.

Special meetings of the Board of Directors may be called by the President at his/her discretion, and must be called by the president on the written request of three (3) or more members of the Board of Directors. Special meetings shall be called at any reasonable time and place determined by the President, but not later than two (2) weeks after such request for meeting has been received by him/her or within such time as is necessary for him/her to receive approval of the date of meeting from the Directors. On occasion, special meetings may be conducted by telephone. These meetings may include voting.

Section 7. Notice.

Notice of any special meeting of the Board of Directors shall be given by written notice delivered personally, by fax or sent by mail or e-mail to each director at his/her address as shown by records of the Corporation not later than three (3) days prior to the date of any such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid, or when sent electronically and a receipt of said notice is sent back to the person who originally sent the e-mail. Any Director may waive notice of any meeting. Notice is also waived by a Director’s attendance. Insofar as practicable the subject or subjects to be considered at any special meeting shall be specified in the notice, but subjects not so specified may nevertheless be considered and acted upon at such meetings.

Section 8. Voting.

Each member of the Board of Directors will be allotted one vote. In the event that Directors anticipate being absent when a vote is taken, voting may be done by written proxy vote. If a written proxy is not provided, the alternate (s) may cast his/her vote.

Section 9. Majority Vote.

Except as otherwise provided by the bylaws, all actions of the Board of Directors shall be determined by a majority vote. A majority vote is defined as the majority of those present. Alternates shall have the right to vote when Board members are not present. The officers will have the privilege of accepting votes by U.S. Mail, fax, e-mail or other electronically transmitted means provided the reply deadline is specified, should the officers believe voting at this time is crucial to the business of the organization and the vote cannot be postponed to a later meeting.

Section 10. Executive Committee.

The executive Committee shall consist of the four elected officers of the Board of Directors of the Corporation, which shall have and exercise all the powers of the Board of Directors while the Board of Directors is not meeting, except that the Executive Committee, unless expressly authorized by the Board of Directors, shall have no power to encumber except by lease, or to convey the real property of the Corporation. The Executive Committee shall decide the number of times each year that they will meet. Unless otherwise provided by resolution of the Board of Directors, a majority of the whole Executive Committee shall constitute a quorum.

Action taken by the Executive Committee shall be made a matter of record. A written report of the action taken by the Executive Committee shall be made at the next meeting of the Board of Directors. The members of the Executive Committee are designated as "Officers" and their responsibilities are defined in Article V.

ARTICLE V.

OFFICERS

Section 1. Officers.

The "Officers" of the Corporation shall include a President, Vice-President, Secretary, and Treasurer. All of the Officers shall be elected by the Board of Directors at the first meeting of the Board subsequent to the annual meeting. The President, Vice-President, Secretary, and Treasurer are elected from the Board. The president and treasurer shall be elected in even number years, the vice president and secretary shall be elected in odd number years.

The Board may employ such additional officers for the Corporation as it may deem advisable and such officers shall be given such titles and shall perform such duties as may be determined by the Board. The elected officers shall assume office at the time of their election. Each officer shall serve a two-year term, regardless of board membership expiration of elected term to the board.

Section 2. Responsibilities of Officers. See Attachment B: Officers’ Responsibilities.

Section 3. Vacancies.

In the event of the death, disability, resignation, removal or disqualification of any Officer of the Corporation, the Board of Directors shall by majority vote elect his/her successor to serve out the unexpired term.

Section 4. Powers and Duties.

The President shall appoint such ad hoc committees as he/she deems necessary or desirable, and those appointed to such committees shall serve at the president’s pleasure during the president’s term of office.

All Contracts and Leases to which the Corporation is a party shall be executed by the President, and attested to by the Secretary.

Section 5. Removal.

Any Officer may be removed for cause by a majority vote of the Board of Directors, provided that such Officer shall have been notified in writing by the President or Secretary not less than twenty (20) days before such meeting of such charges as may be preferred against him/her by the majority of the Board of Directors.

Section 6. Expenses of Officers or Committees.

A working fund may be advanced to the President out of which payment may be made by him/her for routine and emergency expenses of other Officers and Committee Chairpersons. This fund shall be reimbursed from time to time by a regular check of the Corporation on presentation in itemized or receipted bills for expenses paid from it. The Board of Directors shall set the limits of the working fund.

Section 7. Regional Coordinators.

A regional coordinator shall be determined for each of the four regions. Candidates for these positions will be identified by each region respectively from among their current membership of the Corporation. The identified individual will be brought before the Board of Directors for final approval to a 4 year term. If a vacancy occurs at any time, it will be the responsibility of the respective regional Board members to identify and contact a prospective candidate to fill this position. This candidate will need to be approved by the Board of Directors.

Section 8. Responsibilities of Regional Coordinators. See Attachment C: Regional Coordinators’ Responsibilities.

ARTICLE VI

COMMITTEES (STANDING)

Section 1.

The Board of Directors shall appoint a chairperson for each standing committee as necessary.

Section 2.

The following committees are established and each shall report to the President.

Advocacy Committee
Bylaws Committee
Conference Committee
Finance Committee
Membership Committee
Nomination Committee
Communication/Networking/Technology (CNT) Committee

Section 3. Committee Responsibilities—see Attachment D: Committee Responsibilities

Section 4.

As necessary, when requested by the constituency, the Board of Directors shall form such additional committees as they deem necessary and appropriate:

To act as the business agent of the Board of Directors of the Corporation in performing any other services for the Board of Directors, not herein specifically mentioned – if said Board of Directors so desire and so specifies.
To do such other acts and undertake such other enterprises as in the judgment of the Board of Directors shall tend to promote the interests and welfare of the Corporation.

ARTICLE VII

FINANCES

Section 1.

No member, Executive member, or employee of or member of a committee or person connected with the Corporation, or any other private individual shall receive at any time any funds of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Executive Committee; and no such person or persons shall be entitled to share in distribution of any of Corporate assets upon the dissolution of the Corporation. All members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary on involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Executive Committee shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Executive Committee may determine or as may be determined by a court of competent jurisdiction upon application of the Executive Committee, exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

Section 2.

The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Executive Committee, without being restricted to the class of investments which an Executive member is or may hereafter be permitted by law to make or any similar restrictions; provided however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under

Section 503 or Section 507 of the Internal Revenue Code and its Regulations as then now exist or as they may hereafter be amended.

Section 3.

The Board is authorized to provide for an audit of Corporation accounts, to be conducted at the close of each fiscal year.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Each Director and Officer, whether or not then in office, and his/her heir, executors, administrators and assigns, shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him/her or his/her estate in connection with or resulting from any action, suit or proceedings, civil or criminal, to which he/she or his/her estate shall or may be made party, or with which he/she or it shall or may be threatened by reasons, directly or indirectly, or his/her being or having been a Director or Officer of the Corporation, except in relation to matters as to which he/her shall be finally adjudged in such actions, suit or proceedings to be liable for dereliction or negligence in the performance of his/her duties as such Director or officer, and shall also be indemnified against any costs or expenses reasonably incurred by or imposed upon him/her or his/her estate in connection with or resulting from the settlement of any such action, suit or proceeding in which such Director or Officer was not derelict or negligent in the performance of his/her duty as a Director or Officer. The costs and expenses against which any such Director or Officer shall be so indemnified shall be those actually paid or for which liability is actually incurred, irrespective or whether such costs or expenses are taxable costs as defined or allowed by statute or rule of negligence in the performance of his/her duty as a Director or Officer as to matter wherein he/her relied upon the opinion or such matter for the Corporation. Said rights of indemnification shall be in addition to any rights with respect to any such costs and expenses in which such Director or Officer may otherwise be entitled against the Corporation or any other persons.

The Board of Directors is authorized to purchase insurance deemed necessary and appropriate.

ARTICLE IX

AMENDMENTS AND BYLAWS

Section 1. Amendments.

The bylaws of the Corporation may be amended by a majority vote of the membership of the Corporation at any regular or special meeting of the Board provided notice of a written copy of the proposed bylaw changes/amendment shall be distributed to the membership at least twenty (20) days before such amendment is voted upon. Members wishing to vote but unable to attend, may give their vote by proxy to an attending member.

The board of directors shall have the authority to change any of the attachments to the bylaws.

Section 2. Copy of Bylaws.

The Secretary of the Corporation shall at all times maintain a true and correct copy of the bylaws and bring same to every meeting of the Board or membership.

ARTICLE X

SUBDIVISIONS – AMENDMENT

Section 1. Formation of Subdivisions.

The Board of Directors shall have the power to grant a subdivision statute if so petitioned by a group of CPA members, of not less than 20% of the total CPA membership, in good standing, representing a specialized area of interest in human development.

Section 2. Organization of Subdivisions.

The purposes and policies of a subdivision shall be harmony with those of the Commonwealth Prevention Alliance.
The structure and bylaws of the subdivision must be presented, with the initial petition for subdivision statute, for consideration and approval by the Commonwealth Prevention Alliance Board of Directors.
The Board of Directors shall have the power to revoke the subdivision status when it is deemed in the best interest of the Commonwealth Prevention Alliance to do so.

Commonwealth Prevention Alliance

Our Vision: CPA will continue to be the foremost voice of Prevention in Pennsylvania. Our Mission: To support prevention professionals in eliminating substance abuse.