Section 1. Name.
The name of the
organization shall be Commonwealth Prevention Alliance. It is hereinafter
referred to as the "Corporation."
Section 2. Philosophy.
Vision of the Corporation is to continue to be the foremost voice of prevention
Mission of the Corporation is to support prevention professionals in
eliminating substance abuse and risk related behaviors.
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, professional development,
advocacy 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
Section 3. Location.
The current mailing
address shall serve as the principal office.
Section 4. Fiscal Year.
fiscal year shall be July 1 to June 30 of each year.
Section 1. Membership.
Members are individuals
and organizations that shall be:
- required to pay annual dues,
- entitled to vote at the annual meeting,
- and invited to participate actively in
CPA Committee work.
Section 2. Dues.
The Directors shall
determine the amount of dues annually. One person shall be limited to one
membership per year. All membership terms are from July 1 to June 30 and must
be renewed annually.
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 Directors and for the transaction of such other
business as may come before the membership body.
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 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.
Electronic notice for
meetings where votes will be taken, stating the place, day and hour of any
meeting of members shall be delivered, 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 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
Section 1. DIRECTORS.
A. Directors. The regular
membership of the board shall consist of no more than 20 members elected from
the Commonwealth. Consideration will be given for regional representation
to provide a balanced compliment of Directors. If an opening shall arise
after the annual meeting, a majority vote from the Directors can fill this
B. Honorary Directors. All
past Presidents of the Corporation whose terms have expired may become honorary
directors during such periods as they are not serving as regular directors.
Honorary Directors must be actively involved in the field of prevention and
adhere to the attendance of board membership.
C. Honorary Collegiate
Directors. The regular membership of the board shall consist of up to 4
collegiate directors; if currently enrolled at a college or university and are
interested in the field of prevention and adhere to the attendance of board
Hereafter, the term “Director”
refers to DIRECTORS described in Article IV, Section 1: A, B and C.
All Directors will have one vote.
Section 2. Election of Directors.
Directors are elected
at the annual meeting. Directors and Honorary Directors shall serve as a
regular director for a term of two (2) years. Honorary Collegiate
Directors term will be for one (1) year. In the event of the death,
resignation, or otherwise unfilled board position, the President shall
nominate, and the Directors shall by majority vote approve a CPA member to
serve out the vacant term.
Section 3. Powers and
The Directors shall be
members in good standing and manage the affairs of the Corporation.
Responsibilities include: participation in 80% of board meetings, actively
serving on at least one committee, and promoting the vision and mission of the
Section 4. Removal of Directors.
Any Director may be
removed for cause by a majority vote of the 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 Directors.
Section 5. Regular Meetings.
There shall be at least
six meetings of the Directors, one of which shall occur at the time and place
of the regular annual meeting of the members of the Corporation. The Directors
may provide by resolution the time and place for holding of additional regular
meetings of the Directors without other notice and such resolution.
Section 6. Special Meetings.
Special meetings of the
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 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. Special meetings may be conducted by telephone.
Notice of any special
meeting of the Directors shall be given by electronic communication 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 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. Any Director
may waive notice of any meeting. Actual attendance is considered to be a waiver
of written notice. Insofar as practicable the agenda items 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 7. Voting.
Each Director will have
one vote. When a business matter needs an immediate decision, all information
will be delivered electronically and voting conducted electronically.
Section 8. Quorum.
A Quorum will be
defined as a majority of the Directors.
Section 9. Executive Committee.
The Executive Committee
shall consist of four elected officers of the Directors and shall have and
exercise all the powers of the Directors when the Directors are not
meeting. Except that the Executive Committee, unless expressly authorized
by the 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 Directors, a majority of the whole Executive Committee shall constitute
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 Directors. The members of the Executive Committee are designated as
"Officers" and their responsibilities are defined in Article V.
Section 1. Officers.
"Officers" of the Corporation shall include a President,
Vice-President, Secretary, and Treasurer. All of the Officers shall be elected
by the Directors at the first meeting of the Directors, subsequent to the
annual meeting. The President, Vice-President, Secretary, and Treasurer are
elected from the Directors. The president and treasurer shall be elected in
even number years, the vice president and secretary shall be elected in odd
The Directors may
create additional officer positions 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 Directors. The elected officers shall assume
office at the time of their election. Each officer shall serve a two-year term,
unless serving a vacated term.
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 Directors shall by majority vote elect his/her successor
to serve out the vacant 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.
Officer may be removed for cause by a majority vote of the Directors, provided
that such Officer shall have been notified in writing by the President or
Secretary not less than twenty (20) days before such action on his/her removal
is taken. The resignation of an officer for any cause may be accepted by a
majority vote of the 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 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 Directors for final approval to a 2-year term. If a vacancy
occurs at any time, it will be the responsibility of the respective regional
Directors members to identify and contact a prospective candidate to fill this
position. This candidate will need to be approved by Directors.
Section 8. Responsibilities of Regional
See Attachment C:
Regional Coordinators’ Responsibilities.
The Directors shall
appoint a chairperson for each standing committee as necessary.
committees are established and each shall report to the President.
F) Public Relations
G) Resource Development
H) Ad hoc Bylaw Committee
I) Ad hoc Officer Nomination committee
Section 3. Committee Responsibilities
See Attachment D:
As necessary, when
requested by the constituency, the Directors shall form such additional
committees as they deem necessary and appropriate:
1. To act as the business agent of the Directors
of the Corporation in performing any other services for the Directors, not
herein specifically mentioned – if said Directors so desire and so specifies.
2. To do such other acts and undertake such
other enterprises as in the judgment of Directors shall tend to promote the
interests and welfare of the Corporation.
No member, or employee
of, 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 Board; 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
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.
The Directors are
authorized to provide for an audit of Corporation accounts, to be conducted at
the close of each fiscal year.
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 Directors are authorized to purchase insurance deemed necessary and
AMENDMENTS AND BYLAWS
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.
The Directors shall have the authority to change any of the attachments
to the bylaws.
Copy of Bylaws.
The Secretary of the Corporation shall at all times maintain a true and
correct copy of the bylaws.
SUBDIVISIONS – AMENDMENT
Formation of Subdivisions.
The 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
Organization of Subdivisions.
purposes and policies of a subdivision shall be harmony with those of the
Commonwealth Prevention Alliance.
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 Directors.
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
and membership approved on June 17, 2016.