COLORADO

ASSOCIATION

OF

ALCOHOL AND DRUG

SERVICE PROVIDERS

 

 

 

 

 

 

 

 

 

BY-LAWS

 

 

 

 

 
 
REVISED

OCTOBER 19, 2006

January 19, 2006

October 17, 2002

 

COLORADO ASSOCIATION OF

ALCOHOL AND DRUG SERVICE PROVIDERS

BY-LAWS

 

 

ARTICLE I – NAME

The name of this organization shall be THE COLORADO ASSOCIATION OF ALCOHOL AND DRUG SERVICE PROVIDERS, INC., and shall hereinafter be referred to as the Providers Association.

 

ARTICLE II – OBJECTIVES AND PURPOSES

The Colorado Association of Alcohol and Drug Service Providers (The Providers Association) is a professional trade association of alcohol and drug service provider executives and other collaborators as determined by the Board.. 

 

Our mission is to

  • Cultivate leadership
  • Mobilize resources and
  • Promote the effective use, integration and coordination of alcohol and drug prevention, intervention and treatment services.

 

In general, our goals are to

  • Affect public policy and funding decisions
  • Educate the public with an emphasis on public policy makers
  • Reduce stigma associated with substance abuse and addiction.
  • Represent the field and profession in a changing environment.
  • Improve knowledge and skills of provider members, collateral’s and community members in general
  • Seek new funding streams.

 

Our key objectives are to:

  • Create a statewide focus on substance abuse and dependence.
  • Partner, collaborate and support networks, systems and communities.
  • Foster system and policy changes at the state and local levels to improve access, quality and program services.

 

The Providers Association, with its statewide membership and existing cross system collaborations is uniquely positioned to provide the leadership and direction necessary to promote, enhance and integrate alcohol and drug prevention, intervention and treatment services at the community, local, state and national levels.

ARTICLE III – MEMBERSHIP AND PRIVILEGES

SECTION 1.            Membership:  All Alcohol, Tobacco and Drug service providers and Managed Service Organizations in the state of Colorado are eligible for voting membership in the Providers Association.

In addition there shall be two categories of non-voting members:

a.      Associate membership shall be available to non-alcohol, tobacco, and drug service organizations that have interest in the mission of the Providers Association.

b.      Friends of the association memberships shall be available to individuals who have an interest in the mission of the Providers Association.

Representation shall consist of the Executive Director or designee (designated agency representative) of each member agency.

SECTION 2.            Voting: Voting member agencies shall have one vote cast by the designated agency representative during membership votes.  If the designated agency representative of a voting member agency cannot be present for a meeting and vote, the voting member agency may vote on specific action items by written proxy recorded with the Secretary, at or prior to the scheduled meeting. 

Voting member agencies shall have all the privileges of membership, including the right to vote, be elected to office, and to hold committee appointments.

SECTION 3.            Duties:  The membership shall have and may exercise all of the executive, administrative, managerial, and supervisory powers of the Providers Association.

SECTION 4.            Meetings:  There shall be an annual meeting of the Providers Association membership.  An additional meeting may be conducted at a time and place determined by the Governing Board.

Additional Business and/or Special meetings of the Providers Association’s membership may be called by the Governing Board or at the written request of five member agencies.  The time and place of such meetings shall be determined by the Governing Board.  Ten- (10) days written notice of special meetings shall be given to the membership.

SECTION 5.            Quorum:  A simple majority of the Providers Association voting membership shall constitute a quorum for the transaction of business.  Once a quorum has been established, it shall continue throughout the course of any meeting.

 

ARTICLE IV - DUES

SECTION 1.            Annual Membership Dues: Dues shall be payable on or before the first day of the fiscal year and no later than July 31st.  The Executive Committee of the Governing Board shall approve alternative payment arrangements.  Delinquent members shall lose all rights and privileges of membership until dues are current.

                                 Membership privileges include but are not limited to lobby and legislative consulting services, voting, receiving minutes, newsletters, other written information, representing association membership on commission, boards, workgroup, attending briefings, seminars, workshops, and conferences for member agencies, briefings on state and federal legislative issues. 

                                 The membership dues shall be recommended by the Governing Board and ratified by a simple majority of the voting membership.

                                 New members joining the Providers Association during the fiscal year shall pay pro-rated dues.

 

ARTICLE V – GOVERNING BOARD

SECTION 1.            Membership:  The Governing Board shall comprise:

a.      Assured Directors

         Assured Directors shall be maximum dues paying member agencies.  Assured Directorships shall not comprise more than 60 percent of the total number of the directors.

b.            Elected Directors

         Elected Directors shall equally represent prevention and treatment agencies.  The Elected Directors shall be elected by the voting membership.

 

SECTION 2.            Elections:  Candidates for the Elected Directors shall be nominated and elected by the voting membership.  Nominations may also be made from the floor by the membership.

                                 Elected Directors shall be elected by a simple majority vote of the voting membership in attendance or represented by proxy at the annual membership meeting.  In the event of a tie vote, an election shall be held immediately between candidates.

SECTION 3.            Terms:  Assured Directors shall be appointed by their respective organization and shall serve for as long as assured status is retained. The term of elected office shall be two years.

SECTION 4.            Removal from Governing Board: Directors may be removed by a two-thirds vote of the Governing Board for malfeasance, failure to attend 50 percent of the scheduled meetings, or other cause deemed sufficient by the Governing Board.

SECTION 5.            Vacancies:  If a vacancy in the Elected Governing Board occurs, the Governing Board shall have the power to fill such vacancy from the voting membership in accordance with Section 2 of this Article.

SECTION 6.            Meetings:  The Governing Board shall meet regularly as called by the President, but in no event shall meetings be called less than six (6) times annually.

The President or any three (3) Directors may call special meetings of the Governing Board.  Two days notice of special meetings shall be given to Directors.

SECTION 7.            Duties: The Governing Board shall have and may exercise all of the executive, administrative, managerial, and supervisory powers and authority of the Providers Association.  All actions taken by the Governing Board shall be reported to the membership at or before the next regular membership meeting.

SECTION 8.            Quorum:  A simple majority of the Governing Board shall constitute a quorum for the transaction of business.  Once a quorum has been established, it shall continue throughout the course of any meeting of the Governing Board.

SECTION 9.            Voting:  Each Director shall have one vote.  If the Director cannot be present for a meeting and vote, the member may vote by written proxy recorded with the Secretary, at or prior to the scheduled meeting.  A motion shall be passed with a two-thirds vote of the quorum.

SECTION 10.          Employee Relations: The Governing Board shall hire an Executive Director.  The Executive Committee shall act as the Personnel Committee and oversee and supervise the Executive Director in accordance with the employment contract.  The President or  designee is authorized to enter into an employment contract with an Executive Director.  Should the Governing Board have a dispute with the Executive Director, the Executive Committee of the Governing Board shall have the authority to act in accordance with the employment contract. 

 

ARTICLE VI - OFFICERS

SECTION 1.            Election:  Officers shall be elected from within the Governing Board by a simple majority vote of the Directors.  Officers shall be the President, Past President, President-Elect, Secretary, and Treasurer.

SECTION 2.            Terms:    The term of office shall be two year, commencing at the Governing Board meeting immediately following the annual membership meeting or special meeting called in accordance with Article III. Section 4 at which they are elected.  Officers shall serve for the period of their term or until the next succeeding officer assumes the office.

SECTION 3.            Duties of Officers: The officers (Executive Committee) of the Governing Board are responsible for the oversight and shall oversee all business transactions including  signing any deeds, mortgages, bonds, contracts, or other instruments as authorized by the Governing Board.

a.      President:  The president shall supervise and oversee all of the business of the Providers Association, including supervision of the Providers Association staff.

         The President shall preside at the meetings of the Providers Association and the Governing Board.

         The President shall appoint the chairpersons for all standing and ad hoc committees.

         The President shall be an ex-officio member of all committees.

         The President, after polling at least a majority of the Governing Board, may act in an emergency without a meeting.

         The President may designate the Executive Director and Officers to sign on behalf of the Providers Association.

b.      Past-President:  The Past President shall provide the historical perspective, mentor, consult and provide technical assistance and guidance to the President and Executive Committee. 

c.            President Elect:  In the absence of the President, or in the event of the President’s inability or refusal to act, the President Elect shall perform the duties of the President and when so acting shall have all the powers and be subject to all the restrictions upon the President.

d.           Secretary:  The Secretary shall assure the recordkeeping and distribution of minutes of the meetings of the Governing Board, and of the voting membership, the preservation of the Providers Association records, the compilation of membership rosters, notification of the members concerning the business of the Providers Association, the dissemination of membership information, the processing of membership applications, the recording of proxies and roll call votes at meetings of the membership when necessary, and all other functions ordinarily implied by this title.

e.           Treasurer:  The Treasurer shall assure that all monies due the Providers Association are receipted and disbursed and that bookkeeping records are kept of such funds.  The Treasurer shall assure that monies of the Providers Association are disbursed as the Governing Board or membership directs.

         The Treasurer shall give a statement of finances as often as required by the Governing Board and shall be prepared to give a full accounting of finances annually.  The Treasurer shall propose either a review or audit by an independent financial accountant to the Governing Board each year. 

                                 Suspension or Removal from Office:  any officer under investigation by the Governing Board for malfeasance in office, i.e., misrepresentation of the Providers Association, or other cause deemed sufficient by the Governing Board, such as excessive absences from meetings of the Providers Association or of the Governing Board, may be suspended from office during the course of the investigation by a majority of the Governing Board.  Such investigation must be concluded within 30 working days.

                                 Any officer found guilty of malfeasance as determined by a two-thirds vote of the Board may be removed from office at any regularly or duly called special meeting.

 

ARTICLE VII – COMMITTEES

The Providers Association will develop standing and/or ad hoc committees as determined necessary by the voting membership.

a.      The Executive Committee shall consist of all elected officers of the Governing Board.  This Committee shall oversee the personnel, financial, and administrative issues of the Providers Association.

b.      Standing committees shall include prevention, treatment, and managed service organizations (MSO).  The Governing Board shall approve the committee structure and governance.  These committees will make regular reports and recommendations to the Governing Board.  The committees shall not represent the position of the Providers Association or take action on behalf of the Providers Association without approval of the Governing Board.  Member agency staff is eligible to participate on any and all subcommittees.

c.      The responsibilities of all other committees developed pursuant to this section will be outlined in meeting minutes.

c.             All standing and ad hoc committees shall report regularly to the Governing Board.  The Governing Board shall act upon recommendations of the committees and can delegate authority as needed.

 

ARTICLE VIII – GENERAL PROVISIONS

SECTION 1.            Fiscal Year:  The fiscal year of the Providers Association shall be July 1 to June 30.

SECTION 2.            Parliamentary Authority:  Unless otherwise provided by the By-laws, Robert’s Rules of Order shall govern the conduct of all meetings.

SECTION 3.          Bylaws:  Proposed amendments to the bylaws shall be mailed 30 days prior to the annual business meeting or special membership meeting called in accordance with Article III, Section 4.  A simple majority of the members voting shall be required for the adoption of the proposed amendments.  Votes may be cast by mail, e-mail or by facsimile with signature of voting member.