The Vermont Addiction
Professionals' Association, Inc.
BY-LAWS
NAME:
The name of the
organization will be The Vermont Addiction
Professionals' Association ("VAPA") The Vermont
Addiction Professionals' Association is an
independent, nongovernmental, nonprofit
organization.
MISSION:
VAPA is the voice
for addiction professionals and provides State
and National advocacy and collaboration,
education, mentorship and networking.
MEMBERSHIP:
A person in the
addiction profession who pays annual dues to
NADAC as a Vermont member.
BOARD OF
DIRECTORS:
Number: The
Board will have 8-12 members. A quorum will be
fifty percent (50%) of the total number of Board
members.
Composition: All
Board members will be members of VAPA. An
additional non-voting representative will be an
employee of the State of Vermont, Agency of
Human Services, Division of Alcohol and Drug
Abuse Programs.
Process: The Board
will seek candidates for membership from all
VAPA members. Selection will be based on those
who will serve in the best interest of the
Board. Election will be based on vacancies and
Board needs.
Each new member will be
receive an orientation to the Board duties, at
or prior to the first meeting. This will include
a copy of the NADAC code of ethical behavior and
members will be required to sign it.
Election: Members
will be elected to the Board by a majority of
Board Members in attendance at the time of the
meeting. Regular elections will occur at the
Board's Annual Meeting.
Term: The term of
each member shall be two (2) years, or until a
successor is elected and qualified, or until
resignation or removal. The terms of the members
will be staggered so that at least one-half
(1/2) of the Board will be (re) elected each
year. A member may serve more than 2 full
consecutive terms with each term consisting of 2
years each, if at the annual April election, the
Board decides to re-elect the member to an
additional term. Exception will be made for the
member serving in the capacity of immediate past
President, who shall be allowed to continue
membership on the Board for a period of up to
one year after the election of a new President.
(Above amendment proposed and passed unanimously
at the Board meeting held on March 23,
2007).
Duties: The Board
will conduct the business of the organization.
They will also ensure that this business adheres
to the organization's mission and By-laws. Board
members will attend quarterly meetings or as
scheduled and will participate in discussions
and votes as called.
Ethical Behavior:
The Board will adhere to the NAADAC Ethical
Standards located in the NAADAC By-laws.
Finances: The board
may authorize or enter into any contract as
needed. The board will establish Polices and
Procedures regarding the disbursement of
organizational funds including but not limited
to savings, credit cards, and other accounts as
needed.
Compensation: Board
members will receive reimbursement for
reasonable expenses incurred in caring out their
obligations as board members.
Removal: A Board
member may be removed by a vote of two-thirds
(2/3) of the members at any regular or special
meeting called for that purpose. Reasons for
removal may include but are not limited to: lack
of attendance; illegal activity; unprofessional
conduct. Said member shall be entitled to
fourteen-(14) days written notice and an
opportunity to appear before and be heard by the
Board.
Resignation of
Members: A Board member may resign from the
Board by delivering a written resignation to the
President or Secretary of the Board. The
resignation will be confirmed by a vote of the
Board and the member will be sent a written or
electronic confirmation.
Vacancies: Board
vacancies occurring during the year may be
filled by election at the next Board meeting.
These new members will then serve the remainder
of the term of the person they replaced. The new
member may then be elected to begin their own
term at the Annual Meeting.
OFFICERS:
Officers: The Board
officers will be a President, Vice President,
Treasurer and Secretary. Officers will be elected
by a majority of members present at the Board's
Annual Meeting.
Duties:
The President will
preside at meetings and perform other duties
commonly associated with the office as agreed
upon by the Board. The president will also be
the representative to NAADAC and attend meetings
of that organization as a representative from
VAPA.
The Vice-President will
take over the duties of the President in the
President's absence.
The Secretary will be
responsible for minutes of meetings and once
amended and approved will electronically send
the minutes to the webmaster so that they can be
posted on the organization's web
page.
The Treasurer will be the
Chief Financial Officer of VAPA. In this role
they will: serve as the custodian of funds;
maintain financial and membership/payment
records (with NAADAC's asistance); pay bills
necessary to conduct business. The Treasurer
will also be responsible for coordinating the
annual financial audit which will be conducted
by a Certified Public Accountant. The Treasurer
may also coordinate and utilize book keeping
services to conduct these duties.
Terms of
Office:
All officers shall
serve terms of two (2) years.
The President and Vice
President shall have staggered terms.
Officers may be re-elected
to additional, consecutive terms as is
appropriate and in the best interest of the
organization.
Newly elected Officers
will begin their terms at the Annual Meeting of
each year.
Any offices falling vacant
before the end of the term may be filled by
special elections. Officers elected in special
elections will serve out the term of the person
being replaced, at which time they may run again
if they wish.
MEETINGS:
The Board will meet
a minimum of four times per calendar year.
Additional meetings will be scheduled as needed.
One of these meetings will be the Annual Meeting
at which time new officers and board members
will be elected.
Meetings will occur at a
physically accessible location and reasonable
accommodations will be provided upon
request.
COMMITTEES: The Board
will establish committees as needed.
AMENDMENTS:
Amendments: The
By-laws may be amended by a two-thirds(2/3) vote of
the Board, providing that the amendment has been
submitted either in writing or electronically to
Board members not less than 21 (twenty-one) days
prior to the meeting.
NONDISCRIMINATION: The
Board will not discriminate in any way on the basis
of race, color, national origin, age, religion,
sexual orientation, gender, or
disability.
Individuals who believe that
they have experienced any discrimination may notify
the Board in writing. The Board will acknowledge
receipt of the complaint within 2 weeks and a plan
to address the concerns will be developed during
the next quarterly meeting.
Dissolution: Upon the
dissolution of the corporation, and after all
creditors have been satisfied, any assets,
remaining funds, and records will be distributed to
NAADAC, the Association of Addiction
Professionals.
OTHER SITUATIONS: An
ad-hoc committee will settle situations not covered
by these bylaws.
DRAFT ACCEPTED BY THE VAPA
BOARD AT THE ANNUAL MEETING APRIL 25,
2008.
DRAFT EDITED post
annual meeting on 4/25/08 by Annie Ramniceanu.
Subject to Board review.
__________________________________
Annie Ramniceanu,
President
__________________________________
Linda Eastman, Vice
President
__________________________________
Kyle Bouchard,
Secretary
__________________________________
Carolyn Prescott,
Treasurer
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