Another Way By Laws

Bylaws Of Another Way, Inc.

Article 1. Name

Section 1.1. Name. The name of the corporation shall be Another Way (hereinafter referred to as “the Corporation”).

Article 2. Purposes

Section 2.1. Purposes. Another Way, Inc. is organized exclusively for charitable and educational purposes to provide peer run voluntary alternatives to conventional mental health services. We offer a variety of supports and provide information, resources, advocacy and community for psychiatric survivors, people at risk of psychiatric intervention, and their allies.

Article 3. Office

Section 3.1. Office. The registered and principal office of the Corporation shall be located at Montpelier, Vermont, or as otherwise etc., 11B V.S.A. § 1.01 et seq. The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees designated by the Board of Trustees from time to time.

Article 4. Board of Trustees

Section 4.1. Powers. The Board of Trustees shall manage the business affairs of the T Corporation. The Board shall have the powers and authority granted to a Board of Trustees pursuant to the Vermont Nonprofit Corporation Act, 11B V.S.A. § 1.01 et seq. The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The Board will be actively involved in the organization’s fiscal responsibility and oversight. Among the expected activities are regular review of financial statements (i.e., budget vs. actual reports & balance sheet) and receiving training on how to use these reports to evaluate the organization’s fiscal health. The Board will be responsible for overseeing the hiring, supervision, monitoring, evaluating, training (if necessary), and termination of the Executive Director. The Board will develop and follow procedures regarding their work, decision making, and to govern their relations with staff. The Board must always act in the organization’s best interest.

Section 4.2. Number, Tenure and Qualifications. The Board shall consist of no fewer than five members none of whom may be a paid member of Another Way staff. The members of the Board of Trustees shall serve in terms of three years. Trustees may not serve more than two consecutive three-year terms, at which time the Trustee will step

down for a minimum of one year before seeking reelection to the board unless board membership falls to 6 or less, during which time the rule is ignored until the board consists of 7 or more members, provided that any trustee’s term may be extended to promote the best interests of the Association by a vote of the Trustees. A majority of the Board shall consist of individuals with personal experience of living with or being diagnosed with a major mental health condition or psychiatric disability, or of being at substantial risk of involuntary psychiatric intervention.

Section 4.3. Non-Voting Members. Individuals employed by Another Way, Inc. are not eligible for voting membership on the Board, however Another Way staff will be encouraged to attend Board meetings.

Section 4.4. Vacancies. At least two weeks prior to the annual meeting the nominating committee of the board shall present a slate of board candidates to the secretary and new directors and current directors shall be elected or re-elected by the voting members of the Board at the annual meeting. When a vacancy on the board exists mid-term, a nominating committee comprised of two board members and the Chair will be constituted, who will accept nominations from the floor, and present all nominations to the board for a full board vote. The secretary may also receive nominations for new members from present board members two weeks in advance of a board meeting.

These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon, in addition to any nominations received from the floor, at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.

Section 4.5. Regular Meetings. The Board will meet at least (8) times a year. The Board will ensure meetings, aside from those in executive session and one annual retreat, are duly noticed, open to the public, and that detailed and accurate minutes are kept. The Board of Trustees will provide, by resolution, a time and place for regular meetings without other notice other than such resolution. If the meeting is canceled due to weather, it will be held on the same day the following week, or as close to one week out as reasonably possible to insure a quorum.

Section 4.6. Annual Meetings. An annual meeting of the Board of Directors will be held during the month of October for the purpose of electing new trustees, re-electing current trustees, officers, and to review the finances of the corporation.

Section 4.7. Special Meetings. Special meetings of the Board of Trustees may be called at the request of the President, or any two other officers, and shall be held at a reasonable location, which the Trustees may determine. Every current member of the Board of Trustees must be notified at least 24 hours prior to the meeting.

Section 4.8. Attendance at Meetings by Telecommunication. Any Trustee may participate in any meeting of the Board of Trustees by means of a conference telephone or similar communications equipment such that all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute

presence in person at such meeting.

Section 4.9. Quorum. A majority (51%) of the number of current voting Trustees shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, however, no meetings are to be held unless one of the corporate officers is present. In the event of a tie vote as to any matter at any meeting of the Board of Trustees, the President shall have the final say. Any action consented to in writing by each and every Trustee shall be as valid as if adopted by the Board of Trustees at a duly warned and held meeting of the board, provided such written consent is noted in the meeting minutes.

Section 4.10. Conflicts of Interest. The Board will ensure it operates without Board members having an actual or an appearance of a conflict of interest. If a member has an actual or an appearance of a conflict of interest, he or she must recuse themselves from the decision of the matter. Trustees shall be under an affirmative duty to disclose any actual or potential conflict of interest in any matter under consideration by the Board of Trustees. A conflict of interest shall arise if a Trustee has a direct or indirect interest in a transaction contemplated by the Corporation, or if a Trustee’s spouse, parent, sibling, or child has a direct or indirect interest in such transaction. A transaction involving a conflict of interest is not voidable, nor the basis for imposing liability on a Trustee if (1) it is approved in advance by the Board of Trustees in accordance with Section 8.31 of the Vermont Nonprofit Corporations Act, and (2) the material facts of the transaction and the Trustee’s interest are disclosed or known to the Board of Trustees, and (3) the Board of Trustees approving the transaction in good faith reasonably believes that the transaction is fair to the Corporation.

Section 4.11. Resignation. A Trustee may resign at any time by giving written and dated notice to the Board of Trustees. Unless otherwise specified in the notice, the resignation shall take effect one week after receipt thereof by the Board of Trustees.

Section 4.12. Removal. A Trustee may be removed from the Board of Trustees by a 2/3 vote of the Board of Trustees, and as otherwise provided in the Vermont Nonprofit Corporation Act, 11B V.S.A. § 1.01 et seq.

Section 4.13. Committees. The Board of Trustees may elect or appoint one or more committees and, subject to these Bylaws and to applicable law, may delegate to any such committee or committees any or all of their powers. Unless the Board of Trustees otherwise designate, or the Bylaws otherwise provide, committees shall conduct their affairs in the same manner as is provided in these Bylaws for the Board of Trustees.

Non board members may be asked to serve on a board committee. Unless these Bylaws otherwise provide, the members of any committee shall remain in office at the pleasure of the Board of Trustees.

Section 4.14. Compensation. The Trustees shall not receive any compensation for their services on the Board of Trustees. Directors may be reimbursed for reasonable

expenses incurred on behalf of the Corporation

Article 5. Officers

Section 5.1. Officers. The principal officers of the Association shall consist of a President, Secretary and Treasurer. The officers of the Corporation must be members of the Board of Trustees, and any duly elected Trustee may serve as an officer. The Board of Trustees may elect or appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board of Trustees.

Section 5.2. Election and Term of Office. The Officers of the Corporation shall serve at the pleasure of the Board of Trustees and be elected annually at the first meeting following the annual meeting. Each officer in good standing shall hold office until his or her successor has been duly elected and qualified.

Section 5.3. Resignation. An Officer may resign their position as officer at any time by giving written notice to the Board of Trustees. Unless otherwise specified in the notice, the resignation shall take effect one week after receipt thereof by the Board of Trustees.

Section 5.4. Removal. The Board of Trustees may remove any officer elected or appointed by the Board of Trustees by a 2/3 vote whenever in its judgment the best interest of the Corporation would be served thereby.

Section 5.5. Powers and duties. The principal officers shall have the following powers and duties together with such other powers and as may be determined by the Board:

a. President: The President shall convene regularly scheduled board meetings and shall assume the function of Chair of the Board and preside over meetings of the Board.

b. Secretary: The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each

board member, and assuring that corporate records are maintained.

c. Treasurer: The Treasurer shall make a report at each board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

Article 6. Executive Director

Section 6.1. Executive Director. The executive director is hired by the board. The executive director has day-to-day responsibilities for the organization, including having access to financial accounts with signatory authority and including carrying out the organization’s goals and policies. The executive director will attend all board meetings as a member ex-officio; report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The executive director is an officer of the corporation.

Article 7. Contracts, Loans, Checks and Deposits

Section 7.1. Contracts. The Board of Trustees may authorize through board resolution any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific business.

Section 7.2. Loans. No mortgaging assets shall be contracted on behalf of the Corporation and no indebtedness shall be issued in its name unless authorized by a majority vote of the Board of Trustees. The Treasurer’s use of a corporate credit card or similar instrument in the ordinary course of the Corporation’s business shall not be deemed to fall within the terms of this provision.

Section 7.3. Checks, Drafts, or Orders. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness shall be signed by such agent or agents of the Corporation and in such manner as from time to time shall be determined by the Board of Trustees.

Section 7.4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories, as the Board of Trustees shall select.

Article 8. Fiscal Year

Section 8.1. Fiscal Year. The fiscal year of the Corporation shall be July 1 to June 30. Article 9. Amendments

Article 9. Amendments

Section 9.1. These bylaws may be altered and/or amended only as provided by Vermont Nonprofit Corporation Act, 11B V.S.A. § 1.01 et seq.

Section 9.2. Amendments to the bylaws shall be made in the following manner:

a. The Board of Trustees shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the board of trustees.

b. The Board of Trustees shall provide 30 days written notice of the proposed amendment to all board members.

c. The proposed amendment shall be adopted upon receiving the affirmative vote of at least two-thirds of the votes, entitled to be cast by board members present and voting.

Article 10. Dissolution or Sale of Assets

Section 10.1. Dissolution or Sale of Assets. A two-thirds vote of the Board of Trustees , after consultation with the Another Way community and allowing community feedback during two consecutive Board meetings no less than 30 days apart, shall be required tosell the Corporation not in the regular course of business or to dissolve the Corporation. Upon dissolution of the Corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the Corporation shall inure to the benefit of or be paid or distributed to a Trustee, Officer or employee.

Article 11. Personal Liability

Section 11.1. Personal Liability. The Trustees, Officers, and employees of the DRAFT Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contracts or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.

Article 12. Miscellaneous

Section 12.1. Miscellaneous. These Bylaws shall be subject to and construed in accordance with the laws of the State of Vermont. The provisions hereof shall be deemed independent and severable, and the invalidity or partial invalidity or unenforceability of any one provision or portion thereof shall not affect the validity or enforceability of any other provision hereof. As used herein, all singular word shall include the plural and all plural words shall include the singular, as the context may require. In situations not fully covered in these bylaws, or where there is ambiguity about the intent of these bylaws, the corporation shall defer to procedures as described in Roberts Rules of Order.

The undersigned certifies that the foregoing Bylaws have been duly adopted as the Bylaws of the Corporation.

I certify that the foregoing is a complete and accurate copy of the Bylaws of Another Way, Inc., including all amendments to date.

Secretary of the Board of Trustees