Bylaws

 

I. Name and Location

This alliance shall be known as the Depression and Bipolar Support Alliance-LV (DBSA-LV). Its office shall be located in the Lehigh Valley area of the Commonwealth of Pennsylvania. Unless otherwise fixed by the Members of the Board, its office shall be located at the First Presbyterian Church, 3231 Tilghman Street, Allentown, PA 18104.

II. Mission

Our mission is to improve the lives of people living with mood disorders.

III. Membership and Dues

Membership is open to persons with any kind of mood disorder, to family members and friends of persons with mood disorders, to health care professionals, and to others interested in improving conditions for those who have mood disorders.

IV. Officers

The following shall be the officers of this alliance:

President

Vice President

Secretary

Treasurer

Professional Advisor

Officers, except the Professional Advisor, shall be elected in June and shall serve for a two (2) year term, July 1 through June 30. All officers shall be members of the Board of Directors. The Professional Advisor shall be subject to appointment by simple majority of the Board.

When the President is unable to preside at meetings of the Alliance, other officers shall preside in the order listed above, unless the President arranges otherwise in advance.

V. Meetings and Quorum

Board of Directors meetings shall be held the first Wednesday of the month at 6:00pm, to be located at First Presbyterian Church.

General meetings shall be held on Wednesdays at 7:00pm at the First Presbyterian Church.

The President or his/her designate shall chair all meetings. All motions shall be passed by a simple majority of the members present at a board meeting and of the Members of the Board, where a quorum shall be a simple majority of the Board, unless otherwise specified in these bylaws.

VI. Eligibility for Nominees of Officers

To be eligible for a nomination, the applicant must have sat in three (3) or more Board Meetings; must be an active facilitator; must also be an active member for six (6) consecutive months or more.

VII. Officers and Job Description

The President shall:

Chair general meetings and the Annual Meeting; represent the Association in the community or designate a representative; appoint, with the approval of current Board Members, other members to serve on the Board.

The Vice President shall:

Serve as meeting chairman or community representative in the President’s absence; participate in all Board and Executive Committee meetings unless excused by the President; collect resource information and make it available to members.

The Secretary shall:

Be the custodian of the Association’s non-financial records; maintain a Secretary’s notebook; take minutes at Annual, special, emergency, and Board Meetings – distributing copies to all Members of the Board; give five (5) days native (notice?) to members of all special, emergency, and Annual Meetings.

The Treasurer shall:

Maintain the Association’s books (financial records); disburse funds; make a report at the Board Meetings; make an Annual Report subject to audit by an Association committee or an outside auditor; participate in all Board and Executive Committee Meetings unless excused by the President.

In April, the President, in consultation with the Members of the Board, shall appoint a Nominating Committee of three (3) members.

In May, the nominating committee shall present a slate of officers to the membership at a duly called business meeting. Additional nominations, with prior approval of the nominee, shall be accepted from the floor.

In June, the members shall vote for officers at a duly called special meeting, which shall be the Annual Meeting of DBSA-LV. A simple majority of members present at the Annual Meeting shall be required for election. All votes shall be taken by secret ballot printed in advance and submitted to the Secretary before the Annual Meeting. Any member unable to attend the election shall be given a ballot one (1) week before the election and shall fill out said ballot and return it to the Secretary that night.

An officer may resign or be recalled by a simple majority of the Members of the Board present at a special Board Meeting duly called for that purpose, at which the affected officer shall be present unless he/she declines to attend. A replacement, who shall serve out the unexpired term affected officer, shall be appointed by a simple majority of the Board.

Officers shall serve alternating two (2) year terms. No officer shall serve more than two (2) consecutive two (2) year terms.

The President and Secretary shall be nominated in odd numbered years.

The Vice President and Treasurer shall be nominated in even years.

The first election of Officers was held on December 20, 1995 and they served until June 30, 1996.

VIII. Members of the Board

The Members of the Board shall include persons with mood disorders, relatives and friends of persons with these disorders, health care professionals, and others interested in improving social, vocational, and health-care conditions for persons with these disorders within the Lehigh Valley area, and who support the mission and goals of DBSA-LV. This Alliance is committed to a policy of fair representation on the Members of the Board and does not discriminate on the basis of race, disability, gender, color, religion, sexual orientation, or age.

The Members of the Board shall comprise of others elected or invited to serve by the President. The Members of the Board shall not consist of more than fourteen (14) people (excluding the elected members) and may be replaced by the President upon majority approval of the Members of the Board. The term shall not be more than a twelve (12) month term and a Member may not serve more than three (3) consecutive terms. There will be a list submitted to the President of interested parties. No Member of the Board shall be compensated for their time or service except in the reimbursement of out-of-pocket expenses incurred in the necessary discharge of their duties.

IX. Special Committees

The President, with a simple majority approval of the other Members of the Board, may appoint Special Committee chairpersons, as needed, to serve on the Members of the Board with full voting rights until the end of the then-current fiscal year, with renewal beyond that year subject to the Board’s approval.

X. Parliamentary Authority

Robert’s Rules of Order, Revised Edition shall govern the meetings of DBSA-LV in all cases to which they apply, and in which they are not inconsistent with the Bylaws or with any special rules of order of this Alliance. 

XI. Amendments to Bylaws

These Bylaws may be amended or added to by a resolution moved by any member before a special meeting duly called in advance for that purpose and approved by two-thirds (2/3) of the members present and voting at the special meeting. Votes by proxy SHALL NOT be accepted for purposes of a Bylaws amendment.

XII. Indemnification, Authorization and Control

This Alliance shall have the power to indemnify and hold harmless any Board Member, Officer, or general member from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person(s) in his/her capacity as Board Member, Officer, or general member (except in cases involving willful misconduct). This Alliance shall have the power to purchase or procure insurance for such purposes.

No Member of the Board of this Alliance shall be personally liable for monetary damages for any action taken or for any failure to take any action in accordance with the provisions of 42 P.A.C.S. Section 8364 relating to personal liability of the Member of the Board [Cf. Act 145-1986, Pennsylvania General Assembly, November 28, 1986]. The Alliance will indemnify and hold harmless any Member of the Board for monetary damages including attorney fees.

The Members of the Board may authorize any Member of the Board of the Alliance, in addition to officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, this Alliance. Such authorization may be general or confined to specific instances.

Officers shall sign all checks, drafts, and other orders for payment of funds. All documents shall require two (2) such signatures. No expenditure over $50.00 will be paid without prior approval of the Members of the Board.

This Alliance shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of all meetings of its members, Members of the Board, and committees authorized by its Board Members.

The fiscal year of the Alliance shall begin on July 1, and end the next succeeding June 30.

XIII. Dissolution

Upon the dissolution of DBSA-LV and after the payment or the provisions for payment of all liabilities of the Alliance, the Members of the Board shall dispose of all assets of the Alliance exclusively for the purpose of the Alliance or to organizations that are then qualified as tax-exempt organizations under Section 501 (c) (3) of the Internal Revenue Code. Any assets not so disposed of shall be disposed of by a donation to state or national Alliance. This is to be decided at the time of dissolution by the Members of the Board.

XIV. Adolescent Group

All adolescent facilitators must go through the designated training program decided by the Members of the Board. All adolescent facilitators are subject to a background check.

 

*Updated May 5, 2016