BYLAWS
OF
TEXAS OPIOD TREATMENT ALLIANCE, INC.
Organization
1. The name of the Corporation shall be:
TEXAS OPIOID TREATMENT ALLIANCE, INC.
2. The Corporation shall have a seal, which shall be in the following form
on a white field and within an inner circle the words “Corporate Seal
2001 Texas” surrounded in an outer circle by the words ”TEXAS
OPIOID TREATMENT ALLIANCE, INC.”
3. The Corporation may at its pleasure by a vote of the Board of Directors
change its name.
Offices
1. The principal office of the Corporation shall be located in the County of
Harris, City of Houston and State of Texas.
4800 West 34th Street, Suite B-3
Houston, Texas 77092
2. The Corporation may also have offices at such other places within or
without this state as the board of Directors may from time to time
determine as the business of the Corporation may require.
Purposes
The Corporation has been organized to:
1. Promote good will and cooperation among its members being
comprised of non-providers, providers, and other advocates of opioid
dependence treatment.
2. Promote the growth and development of methadone treatment services
as outlined by the Ethical Cannon of the American Association for
the Treatment of Opioid Dependence.
3. Support AATOD through membership dues and participation at all
scheduled meetings.
4. Advise its members as to changes in applicable laws and regulations and
advancements in methadone treatment.
5. Advise its members as to legislative issues.
6. Promote the coordination and communication among methadone
treatment programs.
7. Assist the general public in its understanding of methadone treatment.
8. Support programs and services relative to the treatment, control or
prevention of substance abuse.
9. Enhance the quality of patient care in the provision of services to
substance abusers and their families.
10. Do all such acts and things as may be necessary, proper and advisable
for the benefit of its members.
Not-for-Profit Status
1. This Corporation is not organized for pecuniary profit or financial gain
and no part of its assets, income or profits shall be distributed to, inure
to the benefit of its members, directors, or officers except to the extent
permitted under the Not-for-Profit Corporation Law.
2. No part of the net earnings of the Corporation shall inure to the benefit
of any member, trustee, director, officer of the Corporation, or any
private individual (except that reasonable compensation may be paid
for services rendered to or for the Corporation in connection with the
furtherance of the aforementioned purposed and the management of its
affairs), and no member, trustee, officer of the Corporation or any
private individual shall be entitled to share in the distribution of any
of the corporate assets on dissolution of the Corporation.
3. No substantial part of the activities of the Corporation shall carry
on propaganda, or otherwise attempt to influence legislation( except
as otherwise provided by the Internal Revenue Code Section 501(h), or
participating in, or intervene in (including the publication or
distribution of statements), any political campaign on behalf of any
candidate for public office.
Membership
1. An organization in the opioid dependence treatment field can file an
application for membership in the (our name). Each application shall
be reviewed by the membership committee and presented to the Board
of Directors for approval. Each applicant will adhere to the criteria
established for non-providers and providers. Upon election to
membership by the Board of Directors and payment of the designated
annual dues shall become a member of the “our name”. Annual dues
shall be determined by majority vote of the Board of Directors.
2. The Board of Directors of the Corporation shall have the authority to
expel a patient, provider, or advocate from membership if that
member’s activities are harmful to the goals and purposes of the
Corporation and/or the member fails to pay its initiation fee and annual
dues.
3. Membership entitles an organization to:
(a) Attend annual meetings and bring issues of concern to the
President and Board of directors;
(b) Receive all publications and services of AATOD and us.
Meetings
1. The annual meeting of the Corporation shall be held on the first Tuesday
in February at such time and place within the State of Texas as the
Board of Directors shall determine, or if that date shall prove
impracticable, as near thereto as the Board of Directors shall
determine. The meeting shall be called by the President or any of three
directors. The Secretary shall cause to be mailed to all members in good
standing at their address as it appears in the membership roll book of
the Corporation, a notice of the time and place of such annual meeting.
This notice shall be given at least twenty-one days in advance of the
date of such meeting.
2. Regular meetings of the Corporation shall be held at least two times a
year, and shall be predetermined by the Board of Directors when and
where these meetings shall be held. The meetings shall be held in the
State of Texas as the Board of Directors shall determine. The meetings
may be conducted via a conference call. The meetings shall be called
by the President or any of three directors. Notice shall be given at
least fourteen days in advance of the date of such meeting.
3. The presence of any membership meeting of not less than one-half of
the members including at least one officer shall constitute a quorum and
shall be necessary to conduct the business of this Corporation; but a
lesser number may adjourn the meeting for a period of not more than
two weeks from the date scheduled pursuant to these Bylaws and the
Secretary shall cause a notice of the re-scheduled meeting to be sent to
all those members who were not present at the meeting originally called.
A quorum as hereinbefore set forth shall be required at any adjourned
meeting.
4. Special meetings of the Corporation may be called by the President or
any three directors when it is determined to be in the best interest of
the Corporation. Notices of such meetings shall be mailed to all members
at their addresses as they appear in the membership roll book, at least
ten days before the scheduled date set for such special meeting. Such
notice shall state the reasons that such meeting has been called, the
business to be transacted at such meeting and by whom called. No
other business but that specified in the notice may be transacted at
such special meetings without the unanimous consent of all present at
such meeting.
5. The Board of Directors shall make such rules for the conduct of its
members as it shall determine. In the absence of such rules, Roberts
Rules of Order shall govern the conduct of meetings.
6. Notice of all meetings shall specifically state the time, date and place
at which such meeting will be held. Notice of the Annual Meeting or of a
Regular Meeting shall contain copies of the minutes of the previous
meeting for which the notice is sent.
7. For the purpose of determining the members entitled to notice of or to
vote at any meeting or members or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or
for the purpose of determining the members entitled to receive any
distribution or any allotment of any rights, or for the purpose of any
other action, the board shall fix, in advance, a date as the record date
for any such determination of members. Such date shall not be more than
fifty nor less than ten days before any such meeting, nor more than
fifty days prior to any action.
Order of Business
1. Roll Call
2. Presentation of the minutes of the preceding meeting
3. Reports of Committees
4. Reports of Officers
5. Old and unfinished Business
6. New Business
7. Good and Welfare
8. Adjournment
Voting
1. At all meetings all votes shall be viva voce.
2. Each member shall be entitled to a single vote, and the right to
vote shall end with termination of membership.
3. At any regular or special meeting, if a majority so requires, any
question may be voted upon be secret ballot.
Membership Dues
1. The Board of Directors shall establish membership dues for
Non-Providers, Providers and Advocates wishing to join us.
Fiscal Year
1. The fiscal year of the Corporation shall end each December 31.
Board of Directors
1. The business of this Corporation shall be managed by a Board of
Directors consisting of no fewer than four nor more than two hundred
members including the officers of this corporation. The Board of
Directors shall be empowered to:
(a) Manage the property, fiscal affairs and business of the
Corporation and determine the manner in which the funds, both
principal and income, shall be applied within the limitation of
the laws of the State of Texas and the Articles of Incorporation.
(b) Promulgate policies for the conduct of the business and
development of the Corporation.
(c) Hire and supervise personnel.
(d) Appoint committees.
(e) Develop and supervise any regional, state or local chapters
of the Corporation as may be deemed necessary to promote the
business and purposes of the Corporation.
2. All of the directors elected shall be a resident of the State of Texas
and a citizen of the United States.
3. The directors to be chosen for the ensuing term shall be chosen at the
annual meeting of this Corporation for a term of two years.
4. Each director shall hold office until the expiration of the term for
which he was elected and until his successor has been elected and shall
have qualified, or until his prior resignation or removal.
5. The number of directors may be increased or decreased by vote of the
members or by a vote of a majority of all of the directors. No decrease
in number of directors shall shorten the term of any incumbent director.
6. Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the
removal of directors without cause may be filled by a vote of a majority
of the directors then in office, although less than a quorum exists,
unless otherwise provided in the certificate of incorporation. Vacancies
occurring by reason of the removal of directors without cause shall be
filled by vote of the members. A director elected to fill a vacancy
caused by resignation, death or removal shall be elected to hold office
for the unexpired term of his predecessor.
7. Any or all of the directors may be removed for cause by vote of the
members or by action of the board.
8. A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt
thereof by the board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.
9. A majority of the entire Board of Directors shall constitute a quorum
for the transaction of business of any specified item of business.
10. Each director shall have one vote, and such voting may be done
by proxy.
11. The Board of Directors may make such rules and regulations covering
its meetings as it may in its discretion determine necessary.
12. The President of the Corporation by virtue of his office shall be
Chairperson of the Board of Directors.
13. At all such meetings of the Board of Directors, the President, or in
his absence, a Chairperson chosen by the board shall preside.
14. There shall be an Executive Committee of the Board of Directors,
to consist of the officers of the Corporation, and such other members
as shall be designated by the Board of Directors, which shall have
authority to take, by virtue of a majority vote, such action, on behalf
of the Board of Directors, as may be necessary for the operation of the
Corporation.
15. The Board of Directors may hold its meetings at the office of the
Corporation or at such other places, either within or without the
state, as it may from time to time determine.
16. Regular meetings of the Board of Directors shall be held at least two
times, and shall be called by the President or any of three directors.
Notice shall be given at least fourteen days in advance of the date of
the date of such meeting.
17. Special meetings of the Board of Directors may be called by the
President or any of three directors when it is determined to be in the
best interest of the Corporation. Notices of such meetings shall be
mailed to each director at least seven days before the scheduled date
set for such special meeting. Such notice shall state the reasons that
such meeting has been called, the business to be transacted at such
meeting and by whom called.
18. A majority of the directors present, whether or not a quorum is present ,
may adjourn any meeting, including the annual meeting, to another
place and time. Notice of the adjournment shall be given to all
directors who were absent at the time of the adjournment and, unless
such time and place are announced at the meeting, to the other
directors.
19. The Board of Directors, in the interest of parity will be comprised of
at least three patient advocates, three provider advocates and one
member at large, being from either patient or provider members.
If the Board of Directors is increased, the need for parity will
Require that there will be first an equal number of patient and
provider advocates, with one at large position.
20. The election of all Board of Director members will be determined
first and then the Officer positions will be determined from the
Board of Directors.
21. The Chairperson/President of the Corporation and Board of Directors
will not have a vote except in the event of a tie.
Qualifications for Membership on the Board
1. Prospective Board Members shall:
a. be citizens of the United States of America, its territories or
legal residents of same;
b. have backgrounds that will help promote or support the activities
of the Corporation;
c. be of good moral character (past history of drug abuse or criminal
activity should not bar an individual as long as the present
status of such individual is that of a responsible, law abiding
citizen);
d. commit to being active in support of the Corporation and attend
Board meetings;
e. avoid both the deed and the appearance of conflict of interest.
2. Interpretative Guidance. With respect to conflict of interest the Board
determines that:
a. Paid employment by the Corporation shall not, per se, constitute a
disqualification for membership on the Board.
b. Board members who are employed by or serve the Board of any
agency seeking financial support from the Corporation, shall
refrain, directly or indirectly, from lobbying other members or
staff to advance the interest of such agency, shall disclose any
interest in the affairs of such agency, shall refrain from voting
upon the question of whether the Corporation should provide
financial support to such agency, and shall withdraw from the
meeting when such question is considered.
c. The Executive Committee shall from time to time establish such
other interpretative guidance as may be appropriate for such issue
as may arise and be presented to it for determination.
Officers
1. The officers of the Corporation shall be President, Vice President,
Secretary and Treasurer.
2. Officers shall be elected by a majority vote of the Board of Directors at
the annual membership meeting and shall serve for a term of two years.
3. Officers shall by virtue of their office be members of the Board of
Directors.
4. The officers shall have the following duties and responsibilities:
(a) President: The President by virtue of the office, shall be the
Chief Executive Officer of the Corporation and the Chairman of
the Board of Directors and Executive Committee.
(i) The President shall appoint all committees, temporary or
permanent.
(ii) The President shall be responsible for the general supervision
and control of the affairs of the Corporation and shall see
to it that all policies, resolutions and other directives of
the Board of Directors are carried out. The President shall
make recommendations to the board for the programs and
activities of the Corporation and shall make an annual
written report to the board after the end of each fiscal
year. The President shall make such other reports as the
board may request. The President shall perform such duties
for the board and its committees as the board may direct.
(iii) The President shall have such powers and perform such other
duties as the board may direct or as are reasonably
incidental to such office, which may include:
(b) Vice President: The Vice President shall have such powers and
duties as the Board of Directors may direct or as are reasonably
incidental to such office. The Vice President shall, in the
absence or disability of the President, exercise the powers and
perform the duties of the President.
(c) Secretary: The Secretary shall keep or cause to be kept the
minutes and records of the Corporation in appropriate books, and
shall:
(i) File any certificate required by any statute, Federal and
State.
(ii) Give and serve all notices to members of the Corporation.
(iii) Be the official custodian of the records and seal of the
Corporation.
(iv) Present to the membership at any meetings any communication
addressed to the Secretary of the Corporation.
(v) Submit to the Board of Directors any communications which
shall be addressed to him as Secretary of the Corporation.
(vi) Attend to all correspondence of the Corporation, and shall
exercise all duties incident to the office of Secretary.
(d) Treasurer. The Treasurer shall:
(i) Have care and custody of all monies belonging to the
Corporation and shall be solely responsible for such monies or
securities of the Corporation.
(ii) Ensure a sound system of fiscal accounting and reporting is
utilized ensuring accurate financial records and effective
fiscal management policy.
(iii) Cause all corporate funds to be deposited in appropriate
financial institutions and may cause such funds to be invested
in such investments as recommended and approved by the
Executive Committee and ratified by a majority vote of the
membership.
(iv) At the request of the Board of Directors, shall cause a report
to be made on the finances of the Corporation by an
independent certified public account annually, and such report
shall be entered in the minutes of the Board of Directors of
such meeting.
5. Any officer elected or appointed by the Board of Directors may be
removed by the Board with or without cause. In the event of death,
resignation or removal of an officer, the Board in its discretion may
elect of appoint a successor to fill the unexpired term.
6. The Board of Directors may in its discretion give the power to sign
checks in the name of and on behalf of the Corporation to any officer
or director, either alone or in combination provided that bonding or
other insurance against losses or liability to the Corporation may be
required on such person with the Corporation paying the cost of such
bonding or insurance.
7. The Board of Directors may, in its discretion, give the power to
negotiate, execute, and sign in the name of and on behalf of the
Corporation any agreement, contract lease or instrument to any officer
of director, either alone or in combination provided that such
agreement, contract lease or instrument shall have been approved by
the Board of Directors.
Employees
1. The Board of Directors may, when it deems necessary to the business of
the Corporation, hire Executive Employees to execute the policies and
purposes of the Corporation.
Indemnity of Officers and Directors
1. In the discretion of the Board of Directors, bonds may be required on
officers, directors or employees, who have the power to contract or
sign checks in the name of the Corporation provided that the cost of
such bonds shall be paid by the Corporation.
2. Every person who is, has been or shall be a director or officer shall be
indemnified by the Corporation against all costs and expenses
reasonably incurred by or imposed upon him in connection with or
resulting from any action suite or proceeding to which s/he may be
made a party by reason of his/her being a director or officer, except in
relation to such matters as to which s/he shall finally be adjudicated
to have acted in bad faith and to have been liable by reason of willful
misconduct in the performance of his/her duty as such director or
officer. “Costs and expenses” shall include, with limiting the
generality thereof, attorney’s fees, damages and reasonable amounts
paid in settlement.
Amendments
1. Bylaws may be adopted, amended or repealed by the members at the
time they are entitled to vote in the election of directors. Bylaws may
also be adopted, amended or repealed by the Board of Directors by an
affirmative vote of not less than a majority of the directors. Drafts of
Bylaw amendments must be submitted to all directors no less than two
weeks in advance.
______________________
Corporate Secretary