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HomeMy WebLinkAboutA004 - Bylaws of Ames Community Council on Drugs, Inc, May 14, 1970 BYLAWS OIL AMES COMMUNITY COUNCIL ON DRUGS, INC. ARTICLE I. - Offices The registered office of the corporation in the State of Iowa shall be located at 2821 Duff Avenue, Ames, Iowa, County of Story. The corporation may have such other offices, either within or without the State of Iowa, as the board of directors may designate or as the business of the corporation may re- quire from time to time. The address of the registered office may be changed from time to time by the board of directors. The name of the initial registered agent at the registered office is Neil E. Harl. ARTICLE II. - Meetings SECTION 1. Annual Meeting. The a�inual meeting of the corporation shall be held on the second Thursday of February in each year, beginning with the year 1971, at the hour of 7:30 o'clock P. M. , for the transaction of such business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state where held, such meeting shall be held on the next succeeding business day. SECTION 2. Place of Meeting. The board of directors may designate any place, either within or without of the State of Iowa, as the place of meeting for any annual meeting. SECTION 3. Notice of Meeting. Written notice stating the place, day, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than fifty d� be- fore the date of the meeting, either personally or by mail, by or at the direction (1) Of the president, the ,ocretnry or t he of Dicer or Persons cn ) ] ing; the me-c,t- ing, to each director of record entitled to vote at such meeting,. SECTION 4. Order of Business. The order of business at annual meetings, and so far as practicable at all other meetings of directors, shall be as follows: I. Proof of due notice of meeting II. Call of roll III. Reading and disposal of any unapproved minutes IV. Officer and committee reports V. Unfinished business VI. New business VII. Adjournment ARTICLE III. - Board of Directors SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its board of directors. SECTION 2. Number, Tenure, and Qualifications. The number of directors of the corporation shall be thirty-three (33) with said positions, including vacancies therein, filled as follows: a. Three (3) positions shall be filled by students enrolled in and attending Central Junior High School, Ames, Iowa. It is suggested that such in- diciduals be aAected by the student council thereof such that representation of grades 7, 8, and 9 is assured. b. Three (3) positions shall be filled by students enrolled in and attending Welch Junior High School, Ames, Iowa. It is suggested that such in- dividuals be selected by the student council thereof such that representation of grades 7, 8, and 9 is assured. C. Three (3) positions shall be filled by students enrolled in and attending Ames Senior High School, Ames, Iowa It is suggested thit such in- dividuals be slected by the student council thereof such that representation of. grades 10, 11 and 12 is assured. 3 i ( 1 i1. Four (11) positions shall p)e 1-i.11c�d by studc.iitra crnrolIed in and attending lows State university, Awes, 4fowa. IL is sugg ested that such in- dividuals be selected through the application-interview procedure of the Government of the Student Body, Iowa State University, such that representation of freshman, sophomore, junior and senior classes is assured. e. One (1) position shall be filled by each representative from the organizations listed on Exhibit A attached hereto, which organizations shall be entitled to select one representative each. Each director shall be selected and may be replaced by the organization represented. SECTION 3. Request for board membership. Any orgairization functioning partially or totally within the Ames Conenunity may gain representation on the board of directors by formal expression of interest in the purposes of the corporation and by selection of a representative to serve on the board of directors. SECTION 4 Regular Meetings. Regular monthly meetings of the board of directors shall be held without notice at 7:30 p.m, on the second Thursday of each month, if such day is not a legal holiday. The board of directors may provide by resolution, the time and place, either within or without the State Of Iowa, for the holding of additional regular meetings without other notice than such resolution. SECTION 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any, place, either within or without the State of Iowa, as the place for holding any special meeting of the board of directors called by them. SECTION 6. Notice. Notice of any special meeting shall be given at least 48 hours previously thereto by written notice delivered personally or mailed to each director at his business address, or by telephone. (4) SECTION 7. Quorum. Seven directors fixed by Section 2 of this Article- shall constitute a quorum for the transaction of business at any meeting of the board of directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice. SECTION 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. SECTION 9. Committees. The following standing committees are hereby created: a. Executive Committee b. Committee on Incidence of Drug Usage C. Committee on Drug Education d. Committee on Problem Drug Users e. Committee on Basic Causes of Drug Usage Each committee shall consist of one or more directors and may consist of one or more individuals who are not members of the board of directors except for the executive committee which shall be comprised of members of the board of directors. The president shall appoint members to standing committees and desig- nate -chairmen thereof. The president may create temporary committees, as needed, and appoint members thereto and designate chairmen thereof. The executive committee sha11 have and may exercise, the powers of the board of directors in the ma,iagement of the business and affairs of the corpo- ration, except action in respect to election of officers. The board of directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the president or upon request by the chairman of such committee. Each such committee shall fix its own rules governing the conduct of its activities as the board of directors may request. `1.'ci'lUN _lh_. 1111or111al Act inn wi (.hout JH(­I ini Airy ar I i,m rr•r1uirr,d or permitted by the articles oI- incorporrition or the by or :any provi ioi, ref 1aa' to be taken by the board of directors at a meeLin,,, or by re:;olutiori may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors then in office. ARTICLE IV. - Officers SECTION 1. Number. The principal officers of the corporation shall be a president, a vice-president, and a secretary-treasurer, each of whom shall be elected by the board of directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the board of directors. SECTION 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at the first meeting of the board of directors held after each annual meeting of the corporation. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. E,�ch officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. SECTION 3. Removal. Any officer or agent elected or appointed by- the board of- directors may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby. SECTION 4. Vacancies. A vacancy in any office because of death, resig- nation, removal, disqualification or otherwise, shall be filled by the board of directors for the unexpired portion of the term. SECTION S. President. The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affaris of the corporation. lie shall, when present, preside at: .ill iiintin ] nivetin;;s of' the corporation and all meetings of the board of directors, lie shall have authority, subject to Article V hereof, to sign, execute, and acknowledge, on behalf' of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports, and all other documents or instruments necessary or proper to be executed in the course of the corporation's regular business, or which shall be authorized by resolution of the boar of directors; and, except as otherwise provided by law or the board of directors, he may authorize the vice-president or other officer of the corporation to sign, execute and acknowledge such docu- ments or instruments in his place and stead. In general he shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. SECTION 6. Vice-President. In the absence of the president or in the event of his death, inability or refusal to act, the vice-president shall per- form the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall perform such other duties and have such authority as from time to time may be assigned to him by the president or by the board of directors. SECTION 7. Secretary-treasurer. The secretary-treasurer shall: (a) keep the minutes of the annual corporation meetings and of the board of directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records; (d) keep a register of the post office address of each member of the board of directors; (e) certify board of directors' resolutions; (f) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and endorse and k ::UL'II wuncys iii thy, n:iwe of Hie c•nr.poraLicm in such companies, or other depositories as shall be desi;;nated by board of director resolution in accordance with the previsions of Article V hereof; (g) function as principal accounting officer in charge of books of account, accounting records and forms of the corporation; (h) maintain adequate records of all assets, lia- bilities and transactions of the corporation; (i) obtain from other officers all reports needed for recording the general operation of the corporation or for supervising and directing accounts; (j) prepare the corporate balance sheet, financial statements and reports as directed by the president or board of directors; (k) prepare and file tax returns and reports in connection therewith required by l :w with necessary legal and accounting counsel. and advice; and (1) in general perform all the duties incident to the office and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the president or by the board of directors. t11:TWI.t: V. - Put clin;,i•!:, (;nnt.r'at l (:IIocics, Deposits, Stuc1, )I utheI- Corpof-;It iuiir, SECTION 1. Purchase contracts. The president shall have authority to enter into written or oral contracts for the purchase of goods and services on behalf of the corporation to an amount of $100.00 or less. Contracts for the purchase of goods and services on behalf of the corporation in excess of $100.00 in amount of total value of such goods and services obtained shall be approved by the board of directors prior to execution thereof by the designated agent. All contracts for the purchase of goods and services shall be reported to the board of directors at its next regular or special meeting. SECTION 2. Negotiable instruments. The secretary-treasurer may sign all checks, drafts, notes, bonds, bills of exchange and orders for the payment of money of the corporation of an amount of $100.00 or less. Such instruments of a greater amount must be signed by both the president and secretary-treasurer unless otherwise directed by the board of directors. The secretary-treasurer shall be bonded in an amount to be determined by resolution of the board of directors. SECTION 3. Execution of contracts, deeds, mortgages. Subject to the provisions of Section 1 of this Article, all deeds and mortgages made by the corporation and all other written contracts, leases and agreements to which the corporation shall be a party shall be executed in its name by the president and attested by the secretary-treasurer. SECTION 4. Loans. No loans shall be contracted on behalf of the corpo- ration and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the board of directors. Such authorization may be general or confined to specific instances. i SECI'1111\1 `i, ifc pus it s. All fund;, of the cc>rpural-i �ii Welt c�fh� r.��i rs� employed shalt be deposited Ir"om Lime, Lo l_ inue to the credit W the corporation in such ban1c, trust companies or oLher deposiLories as may be selected by or under the authority of the board of directors. ARTICLE VI. - Fiscal Year The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December in each year. ARTICLE VII. - Amendments These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the majority of all the directors of the corporation at any regular or special meeting. Know all men by these presents: That we, the undersigned, being all members of the board of directors, hereby assent to the foregoing bylaws and adopt them as the bylaws of said corporation. In witness whereof, �e have hereunto subscribed our names, this the day of GL 1970. ~ .CA, j1