ARTICLE 1: OFFICES
The principal office for the transaction of its business is located at 508 W. Broadway Ave., in the city of Bismarck located in Burleigh County, North Dakota.
SECTION 2: CHANGE OF ADDRESS
The address of principal office can be changed only by amendment of these Bylaws. The Board may, by a majority vote, change the principal office from one location to another by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws.
SECTION 3: OTHER OFFICES
The National Sober Living Association may also have offices at such other places where it is qualified to do business, as business may require and as the Board may, from time to time, designate.
SECTION 4: NAME
The official name shall be the National Sober Living Association. Herein after referred to as NSLA.
ARTICLE 2: PURPOSES
SECTION 1: OBJECTIVES AND PURPOSES
The primary objectives and purposes shall be:
- The NSLA acts as an association of individuals, corporations, sole proprietorships, nonprofits and other parties that own or operate recovery homes or centers which are 12 Step, 100% abstinence based and designed to support alcoholics and addicts in family-style residences, also known as sober living environments or homes.
- To provide education, training, technical assistance and mentorship to its membership.
- To be an integral part of the alcohol and substance abuse recovery community in any area it designates and act as a resource to entities which offer 12 Step based sober living housing.
- To establish, maintain and enforce best practices and operating standards of all members of the NSLA.
- To be a sober living housing resource for residents and others who seek 12 Step, abstinence based sober living.
- To increase national recognition of the effectives, affordability, need and value for sober living homes.
- To be a resource for alcohol and drug treatment centers, drug courts/law enforcement and other federal, state and county services who seek to place persons in an alcohol and drug-free environment.
- To manage and maintain list of NSLA certified member’s homes and to provide that listing, information and other resources regarding sober living housing to the general public as needed to further the mission of the organization.
The National Sober Living Association’s Mission is to provide education, training and assistance to owners, operators, developers and managers of sober living housing intended to accommodate persons living with the disability of alcoholism and/or addiction, who desire to live in a 12 Step, abstinence based, sober living environment. The National Sober Living Association shall also be a resource for the various branches of government, treatment providers, media and general public of information on available sober housing and other services and supports designed to help individuals maintain their sobriety and live in a safe, supportive recovery environment
ARTICLE 3: BOARD MEMBERS AND OFFICERS
SECTION 1: NUMBER
- The NSLA shall have a minimum of Three (3) officers which make up the Executive Committee of the NSLA Board, but may have up to Four (4).
- The NSLA Board shall have a minimum (5) members, but may have up to Thirteen (13) Board, with the exact number to be fixed within these limits by approval of the Board in a manner provided in these Bylaws.
- A minimum of Three (3) and a maximum of Four (4) Board Members shall be elected as officers, and serve as the Executive Committee. The Executive Committee positions to be elected are: President, Vice President, Secretary, and Treasurer. The office of Secretary and Treasurer may be combined, or an Executive Director may be appointed to carry out duties of Treasurer.
- The number of NSLA Board Members may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws. See Article 9, Section 1.
SECTION 2: MEMBERS AT LARGE
One Member at Large shall be elected from the following Regions for a total of ten (10).
- Region I: Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont
- Region II: New Jersey, New York, Puerto Rico, US Virgin Islands
- Region III: Delaware, District of Columbia, Maryland, Pennsylvania, Virginia, West Virginia, North Carolina
- Region IV: Alabama, Florida, Georgia, Kentucky, Mississippi, Missouri, South Carolina, Tennessee
- Region V: Illinois, Indiana, Michigan, Minnesota, Ohio, Wisconsin
- Region VI: Arkansas, Louisiana, New Mexico, Texas
- Region VII: Iowa, Kansas, Oklahoma, Nebraska
- Region VIII: Colorado, Montana, North Dakota, South Dakota, Utah, Wyoming
- Region IX: Arizona, California, Nevada
- Region X: Alaska, Idaho, Oregon, Washington, Hawaii, American Samoa, Guam, Northern Mariana Islands, Trust Territory of the Pacific Islands Region
SECTION 3: POWERS
Subject to the provisions of the IRS Nonprofit 501(c)3 laws and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of the NSLA, the activities and affairs of the NSLA shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.
SECTION 4: DUTIES of NSLA Board and NSLA Officers
It shall be the duty of the Board to:
- Perform any and all duties imposed on them collectively or individually by law, or by these Bylaws.
- Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees;
- Supervise all officers, agents and employees to assure that their duties are performed properly;
- Meet at such times and places as required by these Bylaws;
- Register their addresses with the Secretary and notices of meetings mailed or e-mailed to them at such addresses shall be valid notice thereof.
- NSLA officers shall serve as the NSLA Board Executive Committee.
SECTION 5: ELECTIONS & TERMS OF OFFICE
- Each Officer and At-Large member of Board shall be elected for a four-year term.
- Elections for Officers and Board members shall take place at annual NSLA conference.
- Each NSLA member has One (1) vote and must be present to cast vote.
- Voting for all positions shall be by written ballot
- Elections for NSLA officers shall be conducted first, followed by elections for At-Large Board members.
- Elections for NSLA Board members shall be staggered so that 50% of the Board is elected every other year; Members At Large for Regions 1 – 5, will be elected on odd years and Members At Large for Regions 6 – 10, will be elected on even years for a four (4) year term.
- Each NSLA Board officer shall hold office for four (4) years and until her/his successor is elected and qualifies.
SECTION 6: COMPENSATION
Board members may be compensated for their time, specific expertise and reasonable and approved expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Board members may not be compensated for rendering services to the NSLA in any capacity unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.
SECTION 7: RESTRICTION REGARDING INTERESTED BOARD MEMBERS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, “interested persons,” means either:
- Any person currently being compensated for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to an officer; or
- Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter- in-law, mother-in-law, or father-in-law of any such person.
SECTION 8: PLACE OF MEETINGS
- Meetings shall be held at the principal office, or in conjunction with the NSLA Annual Conference, unless otherwise provided by the board or at such place within the United States, which has been designated from time to time by resolution of the Board. In the absence of such designation, any meeting not held at either location shall be valid only if held on the voted consent of all Board members given either in person at an official meeting or via email sent to the Secretary or Executive Director, and after all board members have been given written notice of the meeting as hereinafter provided for special meetings of the board.
- Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all members participating in such meeting can hear one another.
SECTION 9: REGULAR AND ANNUAL MEETINGS
- Board meeting will be held a minimum of once per year and at most each quarter, with the annual meeting of the Board to be held in the month of October, at the same time and place the NSLA Annual Conference, whereby Board Members shall be elected in accordance with Article 3.
- Candidates receiving the highest number of votes shall be elected. Each Board member shall cast one vote, with voting being by ballot only.
- Membership wishing to be considered for election to the Board shall be nominated by the existing NSLA membership, by floor nomination at the General Meeting in October of each calendar year, by “Letter of Intent” from the proposed nominee, or by e-mail or letter from any NSLA members in Good Standing.
- All written nominations and “Letter of Intent” should be presented to the Secretary of the Board of by September 1st, of each calendar year, for elections to be held at the Annual general meeting in October of each year.
SECTION 10: SPECIAL MEETINGS
Special meetings of the Board may be called by the President of the board, the Vice President, the Secretary, or by any two NSLA Board members, and such meetings shall be held at the place designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.
SECTION 11: NOTICE OF MEETINGS
- The date of October annual meeting for following year will set and announced at at each annual meeting and no official written notice is needed.
- A Special Meetings of the Board shall be held upon a minimum of Thirty (30) days’ notice by first-class mail or e-mail (with delivery receipt requested). If sent by mail or e-mail, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the e-mail address. Such notices shall be addressed to each Board member at his or her address as shown in the records.
SECTION 12: CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Special Board meeting must be specified in the notice.
SECTION 13: WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
- The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each member not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof.
- All such waivers, consents, or approvals shall be filed with the records or made a part of the minutes of the meeting.
SECTION 14: QUORUM FOR MEETINGS
- A quorum shall consist of fifty-one percent (51%) of the NSLA Board.
- Except as otherwise provided in these Bylaws or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
- However, a majority of the members present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.
- When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.
- The Board members present at a duly called and held meeting at which a quorum is initially present, may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of members from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Bylaws.
SECTION 15: MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Board members present at a meeting duly held at which a quorum is present is the act of the Board, unless the Bylaws, or provisions of Nonprofit Law, particularly those provisions relating to appointment of committees, approval of contracts or transactions in which a Board member has a material financial interest and indemnification of members, require a greater percentage or different voting rules for approval of a matter by the Board.
SECTION 16: CONDUCT OF MEETINGS
- Meetings of the Board shall be presided over by the President or, in his or her absence, by the Vice President or, in the absence of each of these persons, by a Temporary Chairperson chosen by a majority of the members present at the meeting. The Secretary shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
- Meetings shall be governed by standard parliamentary procedures; as such guidelines may be revised from time to time, insofar as such guidelines are not inconsistent with or in conflict with these Bylaws or with provisions of law.
SECTION 17: ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
- Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action.
- Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as direct vote of the members.
- Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by written consent of the Board without a meeting and that the Bylaws authorize the members to so act and such statement shall be prima facie evidence of such authority.
SECTION 18: VACANCIES
- Vacancies on the Board shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized members is increased.
- The Board may declare vacant the office of a member who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty.
- Board members may be removed without cause by a majority of the members then on the Board.
- Any Board member may resign effective upon giving written notice to the President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation.
- Vacancies on the Board may be filled by approval of the Board or, if the number of members on the Board is less than a quorum, by (1) the unanimous written consent of the members then in office, (2) the affirmative vote of a majority of the members then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these By-laws, or (3) a sole remaining member.
- A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board or until his or her death, resignation or removal from office.
SECTION 19: NON-LIABILITY OF NSLA BOARD MEMBERS
The NSLA Board members shall not be personally liable for the debts, liabilities, or other obligations of the NSLA.
SECTION 20: INDEMNIFICATION OF BOARD MEMBERS, OFFICERS, EMPLOYEES AND OTHER AGENTS
- To the extent that a person who is, or was, a Board member, officer, employee or other agent of this Board has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the NSLA, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.
- If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by the NSLA but only to the extent allowed by, and in accordance with the requirements of Nonprofit Law.
SECTION 21: INSURANCE
The NSLA Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the NSLA (including a director, officer, employee or other agent) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the NSLA would have the power to indemnify the agent against such liability.
ARTICLE 4: MEMBERSHIP OF THE NATIONAL SOBER LIVING ASSOCIATION
SECTION 1: MEMBERSHIP.
- A member of NSLA is an individual who represents themselves or an entity which provides 12 Step, abstinence-based sober living housing to people in recovery from alcohol and other drug addictions and has met all requirements of membership including payment of dues and other fees as required; has agreed to the code of ethics and is in good standing with their housing and operational inspection.
- An NSLA member may be a homeowner, a home lessee or other provider of sober living homes. An individual may have more than one home, but will have only one vote.
- An individual, business or corporation who operates a medical facility or alcohol/drug treatment facility may become a member if they also operate 12 Step abstinence-based sober living houses in accordance with the policies of the NSLA; such business or corporate member may have more than one home but will have only one vote.
SECTION 2: MEMBER FEES
Membership fees are decided by a majority vote of the Board annually.
SECTION 4: BENEFITS AND VOTING RIGHTS OF NSLA MEMBERSHIP
- NLSA members in good standing have the right to access all services of the NSLA.
- Members in good standing shall nominate and elect NSLA officers and At-Large Board Members.
- If at any time it appears to be a necessary step due to demographics of membership, the Board may split the country into a minimum of Ten (10) and no more than Thirteen (13) geographic areas deemed appropriate for management and representation and one At-Large Board member will be elected from each geographic area by the membership within their respective Region.
SECTION 5: NOMINATION AND ELECTION OF MEMBER REPRESENTATIVES
- Nominations for NSLA officers and At-Large Board member representatives to the board shall be made during elections held at annual NSLA conference or by writing no later than Sept 1st prior to the annual NSLA conference.
- If no nominees are forthcoming, the NSLA Executive Committee of the Board may select, elect or appoint the needed geographic representatives.
SECTION 6: VOTING
Each NLSA member shall receive one vote.
SECTION 7: ASSOCIATE MEMBERSHIP
- A NSLA membership region or category may be established by a majority vote of the NSLA Board.
- NSLA members may include service providers, nonprofit agencies, businesses, government agencies who wish to support the efforts of the NSLA and be part of its referral network to insure a connection with the nation’s overall recovery community and continuum of services.
- NSLA members will receive certain stated benefits approved by a majority vote of the Board but shall not have any voting rights as to those benefits or amount of dues/fees.
SECTION 8: TERMINATION OR SUSPENSION OF MEMBERSHIP
- Termination or suspension of any NSLA membership shall be made by a majority vote of the NSLA Board for the following causes: Failure to meet membership requirements including nonpayment of dues, violation of code of ethics; failure to pass housing and operational inspection.
- In the event that a NSLA member does not comply with any membership requirement or is known to be in violation of the code of ethics, that NSLA member will receive a written warning by the Board Grievance Officer or other Board member approved by and including the President. Said warning will stipulate, in writing, the alleged violation(s) with remedies to correct violation. The NSLA member will be given at a maximum of 30 days to correct the violation or make an appeal.
- If the NSLA member fails or is unable to correct the violation(s) cited within the prescribed period of time, the Board, with a majority vote, may suspend the NSLA member until all violations are corrected and it deems the NSLA member is in compliance.
- If no significant progress is made by the member to correct the violation within 90 days, the Board may, with a majority vote, terminate the NSLA membership.
SECTION 10: REINSTATEMENT OF MEMBERSHIP
- Any NSLA member that is suspended may have their NSLA membership reinstated by the aforementioned process.
- Any NSLA member whose NSLA membership has been terminated may apply for a new NSLA membership after a waiting period of not less than 6 months.
SECTION 11: NO GUARANTEE OF MEMBERSHIP
The NSLA Board reserves the right to refuse NSLA membership to any person or entity at its sole discretion.
ARTICLE 5: OFFICERS
SECTION 1: NUMBER OF NSLA OFFICERS
- The officers of the National Association of Sober Living shall be a President, Vice President, Secretary, and Treasurer.
- The Secretary and Treasurer positions may be combined or an Executive Director may fulfill the duties of Treasurer and if so the position of Treasurer may be left vacant.
SECTION 2: QUALIFICATION, ELECTION, AND TERM OF OFFICE
- All NSLA At-Large Board members and NSLA officers must be NSLA members in good standing.g
- Any NSLA member of the Association may serve as the At-Large Board member representing the Region where their sober living homes are located. Each At-Large Board member shall hold office for Four (4) years or until s/he resigns or is removed or is otherwise disqualified to serve, or until her/his successor shall be elected and qualified, whichever occurs first.
- The NSLA officers shall be elected by a majority vote of the membership and each officer shall hold office for Four (4) years or until s/he resigns or is removed or is otherwise disqualified to serve, or until her/his successor shall be elected and qualified, whichever occurs first.
SECTION 3: SUBORDINATE OFFICERS
The Board may appoint such other members or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board.
SECTION 4: REMOVAL AND RESIGNATION
- Any Board member may be removed, either with or without cause, by the Board at any time.
- Any Board member may resign at any time by giving written notice to the Board or to the President or Secretary of the Board. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
- The above provisions of this Section shall be superseded by any conflicting terms of a contract, which has been approved or ratified by the Board relating to the employment of any officer of the Board.
SECTION 5: VACANCIES
- Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.
- Vacancies occurring in offices of Board officers appointed at the discretion of the board may or may not be filled, as the board shall determine.
SECTION 6: DUTIES OF PRESIDENT
- The President shall be the chief executive officer of the Board and shall, subject to the control of the Board, supervise and control the affairs and the activities of the NSLA Board.
- Shall perform all duties incident to his or her office and such other duties as may be required by law or by these Bylaws, or which may be prescribed from time to time by the Board.
- Shall, in the name of the Board, execute such duties deeds, which may from time to time be authorized by the Board.
- Shall serve as Chairperson of the Board.
SECTION 7: DUTIES OF VICE PRESIDENT
- In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President.
- The Vice President shall have other powers and perform such other duties as may be prescribed by law, by these Bylaws, or as may be prescribed by the Board.
SECTION 8: DUTIES OF SECRETARY
- The Secretary shall certify and keep at the principal office the original or a copy of these By-laws as amended or otherwise altered to date.
- Keep at the principal office or at such other place as the Board may determine, a book of minutes of all meetings of the Board, and, if applicable, meetings of committees and of NSLA members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
- See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
- Keep at the principal office a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such NSLA membership ceased.
- Exhibit at all reasonable times to any NSLA member, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the Board.
- In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by these Bylaws, or which may be assigned to him or her from time to time by the Board.
SECTION 9: DUTIES OF TREASURER
- Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the Treasurer shall have charge and custody of, and be responsible for, all funds and securities, and deposit all such funds in the name of the NSLA in such banks, trust companies, or other depositories as shall be selected by the Board.
- Receive, and give receipt for, monies due and payable to the NSLA from any source whatsoever.
- Disburse, or cause to be disbursed, the funds of the NSLA as may be directed by the Board, taking proper vouchers for such disbursements.
- Keep and maintain adequate and correct accounts of the business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
- Exhibit at all reasonable times the books of account and financial records to any member of the Board on request therefore.
- Render to the President, and Board members, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the NSLA.
- Prepare, or cause to be prepared, and certify the financial statements to be included in any required reports.
- In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by these Bylaws, or which may be assigned to him or her from time to time by the Board.
SECTION 10: COMPENSATION
- Any compensation of the Board members shall be fixed from time to time by resolution of the Board, and no officer shall be prevented from receiving such compensation provided, however, that such compensation paid to a Board member for serving shall only be allowed if permitted under the provisions of Article 3, Section 6 of these Bylaws.
- In all cases, any compensation received by Board members shall be reasonable and given in return for services actually rendered for the NSLA which relate to the performance of the charitable or public purposes.
ARTICLE 6: COMMITTEES
SECTION 1: EXECUTIVE COMMITTEE
- The President, Vice President, Secretary and Treasurer, and one other board member, which may be appointed by the President, will constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the NSLA, except with respect to:
- The approval of any action, which under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.
- The filling of vacancies on the Board or on any committee, which has the authority of the Board. The fixing of compensation of the members for serving on the Board or on any committee.
- The amendment or repeal of Bylaws or the adoption of new Bylaws.
- The amendment or repeal or any resolution of the Board, which by its express terms is not so amendable or repeal able.
- The appointment of committees of the Board or the members thereof.
- The approval of any transaction to which this Board is a party and in which one or more of the Board has a material financial interest.
- By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease and fill vacancies therein from the members of the Board.
- The Committee shall keep regular minutes of its proceedings, and report the same to the Board from time to time as the Board may require.
SECTION 2: OTHER COMMITTEES
- The Board shall have such other committees as may from time to time be designated by resolution of the Board. Such other committees may consist of persons who are not also members of the Board.
- These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as “advisory” committees.
SECTION 3: MEETINGS AND ACTION OF COMMITTEES
- Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board except that the time for regular meetings of committees may be fixed by resolution of the Board or by the committee. The time for special meetings of committees may also be fixed by the Board.
- The Board may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 7: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1: EXECUTION OF INSTRUMENTS
- The Board, except as otherwise provided in these Bylaws, may by resolution authorize any officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Board or NSLA, and such authority may be general or confined to specific instances.
- Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Board or NSLA by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2: CHECKS AND NOTES
- Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the NSLA shall be signed by the Treasurer, Executive Director and countersigned by the President for amounts greater than $5,000.00.
- Electronic payments may be made in accordance with the operating procedures of the NSLA which are managed by the Treasurer or Executive Director and the President or the designated assignees.
- Lessor amounts may be signed by the Treasurer, Executive Director or President without a countersignature.
SECTION 3: DEPOSITS
All funds of the Association shall be deposited from time to time to the credit of the NSLA in such banks, trust companies, or other depositories as the Board may select.
SECTION 4: GIFTS
The Board may accept on behalf of the NSLA any contribution, gift, bequest, donation or devise for the charitable or public purposes.
ARTICLE 8: RECORDS AND REPORTS
SECTION 1: MAINTENANCE OF RECORDS
- The Board shall keep at its principal office or in the possession of at least one officer or the NSLA Executive Director in the State of North Dakota
- Minutes of all meetings of Board, committees of the board and, of all meetings of NSLA membership, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
- Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
- A record of NSLA membership indicating their names and addresses and, if applicable, the status of Membership held by each member and the termination date of any membership;
- A copy of the By-laws as amended to date, which shall be open to inspection by the NSLA members at all reasonable times during office hours.
- In recognition of the NSLA’s address being a post office box, and that the records are digitized and that the Board operates using cloud-based and electronic storage for its documents, it is determined that officers having complete access to records has the same and similar effect as being located in its principal office.
SECTION 2: BOARD MEMBER’S INSPECTION RIGHTS
Every Board member shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Board.
SECTION 3: RIGHT TO COPY AND MAKE EXTRACTS
Any inspection may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.
SECTION 4: ANNUAL REPORT
- The Board shall cause an annual report to be furnished by the NSLA President or Executive Director not later than one hundred (100) days after the close of the fiscal year to all Board members and to any NSLA member who requests it in writing, which report shall contain the following information in appropriate detail:
- The assets and liabilities of the NSLA as of the end of the fiscal year;
- The principal changes in assets and liabilities during the fiscal year;
- The revenue or receipts of the NSLA both unrestricted and restricted to particular purposes, for the fiscal year;
- The expenses or disbursements of the NSLA, for both general and restricted purposes, during the fiscal year;
- Any information required by Section 7 of this article.
- The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of the NSLA President or Executive Director that such statements were prepared without audit from the books and records of the NSLA.
SECTION 5: ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO NSLA MEMBERS
- The NSLA President or Executive Director shall mail, deliver or provide electronically, to all Board members and any and all NSLA members, if requested in writing, a statement within one hundred (100) days after the close of its fiscal year, which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:
- Any transaction in which the NSLA was a party, and in which either of the following had a direct or indirect material financial interest:
- Any member or officer of the Board who had a direct or indirect material financial interest.
- The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIVE THOUSAND DOLLARS ($5,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIVE THOUSAND DOLLARS ($5,000).
- Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than FIVE THOUSAND DOLLARS ($5,000) paid during the previous fiscal year to any Board Member or officer.
- Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the NSLA, the nature of such person’s interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.
ARTICLE 9: FISCAL YEAR
SECTION 1. FISCAL YEAR
The fiscal year of the NSLA shall begin on the first day of January and end on the last day in December in each year.
ARTICLE 10: AMENDMENT OF BYLAWS
SECTION 1: AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of nonprofit
Corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows: Subject to the power of NSLA Board, if any, to change or repeal these Bylaws by approval of the Board unless the Bylaw amendment would materially and adversely affect the rights of NSLA membership, if any, as to voting or transfer, provided, however, if NSLA has admitted any new Regions, then a Bylaw specifying or changing the fixed number of Board members, the maximum or minimum number of Board members, or changing from a fixed to variable board or vice versa, may not be adopted, amended, or repealed except as provided.
ARTICLE 11: AMENDMENT OF ARTICLES
SECTION 1: AMENDMENTS
Any amendment of the Bylaws may be adopted by approval of the Board.
SECTION 2: CERTAIN AMENDMENTS
Notwithstanding the above sections of this Article, this Board shall not amend its Articles to alter any statement which appears in the original Articles of the names and addresses of the first Directors of the NSLA, nor the name and address of its initial agent, except to correct an error in such statement.
ARTICLE 12: PROHIBITION AGAINST SHARING PROFITS AND ASSETS
SECTION 1: PROHIBITION AGAINST SHARING PROFITS AND ASSETS
No director, Board member, officer, employee, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the NSLA, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the NSLA in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the assets on dissolution.
WRITTEN CONSENT OF NSLA DIRECTORS ADOPTING BYLAWS
We, the undersigned, are all of the persons appointed or voted by the NSLA Membership as the Officers of the National Sober Living Association, a 501(C)3 nonprofit, and, pursuant to the authority granted to the Officers by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, as the Bylaws of the National Sober Living Association.