Article I: Name

The legal name of the Organization is Never Stand Alone USA. It is registered as a non-profit corporation with the Pennsylvania Department of State Corporation Bureau.

 

Article II: Purpose

The primary purpose of the Organization is to provide support and resources to survivors facing their abusers in the courtroom. Never Stand Alone USA will not take a stand on controversial issues such as abortion, gun control, law enforcement, race, religion, LGBTQ rights, or politics.

 

Article III: Basic Policies

The Organization will be non-sectarian, non-partisan, and non-profit. The name of the Organization and the names of any members in their official capacities will not be used in any connection with any purpose not related to the promotion of the purposes of the Organization. The Organization will not, directly or indirectly, participate or intervene in any way (including the publishing or distribution of statements) in any political campaign for public office.

 

Article IV: Dedication of Assets

The properties and assets of the Organization are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of this Organization, on dissolution, shall inure to the benefit of any person associated with this Organization. On liquidation or dissolution, all remaining properties and assets of the Organization shall be distributed and paid over to an organization dedicated to non-profit purposes.

 

Article V: Board of Directors

Section 1: General Powers and Responsibilities The Board shall establish policies and directives governing business and programs of the Organization and shall delegate to the Executive Director and organization staff, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed.

 

Article V:cont.

Section 2: Number and Qualifications
The Board shall consist of at least three (3) Board members. In addition to the regular members of the Board, representative of such other organizations or individuals as the Board may deem advisable to elect shall be Ex-Officio Board members, which will have the same rights and obligations, including voting power, as the other directors.

 

Article V: cont.

Section 3: Board Compensation
The Board shall receive no compensation other than for reasonable expenses. However, the Organization will not preclude any Board member from serving the organization in any other capacity and receiving reasonable and customary compensation for services rendered.

 

Article V: cont.

Section 4: Board Elections
The Executive Committee shall present nominations for new and renewing Board members. Recommendations from the Executive Committee shall be made known to the Board in writing before nominations are made and voted on. New and renewing Board members shall be approved by a majority of those Board members at a Board meeting at which a quorum is present.

 

Article V: cont.

Section 5: Term of Board
All appointments to the Board shall be for a term of two (2) years. No person shall serve more than two consecutive terms in the same Board position. No person shall serve more than six consecutive years. After serving the maximum total number of consecutive years on the Board, a member may be eligible for reconsideration as a Board member after a year has passed since the conclusion of such Board member’s service.

 

Article V: cont.

Section 6: Vacancies
A vacancy on the Board of Directors may exist at the occurrence of the following conditions: a) The death, resignation, or removal of any director; b) The declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgement of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has missed two consecutive meetings of the Board of Directors; c) An increase in the authorized number of Directors Any Director may resign effective upon giving written notice to the Board of Directors.

 

Article V: cont.

Section 7: Meetings
Regular Board of Director meetings are to be held as set forth by the Executive Committee. A quorum at the meetings shall be a majority of the members present at the meeting. Meetings may be canceled or postponed by the President and/or Executive Committee.

 

Article V:cont.

Section 8: Minutes
The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board. However, in the event that the Secretary is unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the Organization to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within 10 business days after the close of each Board meeting.

 

Article V: cont.

Section 9: Quorum
At each meeting of the Board of Directors or Board Committees, the presence of a majority shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the Chair of the Board shall be the deciding vote. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board Committees if during the meeting he or she is present via telephone or web conferencing with the other Board members participating in the meeting.

 

Article V: cont.

Section 10: Voting and Decisions.
Each Board member shall only have one vote. Decisions shall be made by majority vote, unless otherwise noted in these Bylaws.

 

Article V: cont.

Section 11: Proxy
Board members shall not be allowed to vote by written proxy.

 

Article V: cont.

Section 12: Meeting Confidentiality 
All information shared in Board Meetings is strictly confidential and should not be shared with anyone  other than the Members of the Board and those present when that information was shared without written  permission from the President

 

Article VI: Officers and Executive Committees

Section 1: Number and Title of Officers; Executive Committee 
There shall be a minimum of 4 officers: President, Vice-President, Secretary, and Treasurer. The officers  serve as the Executive Committee and have the authority to meet and conduct business as necessary.

 

Article VI:cont.

Section 2: Appointment and Term of Officers  

The officers will be selected by the full Board at an annual meeting for purpose of electing officers.  Officers will begin their duties after elected at the time prescribed by the Board and will serve until such  time as they resign, by written notice to the Board, or are removed by action of the Board.

 

Article VII: Duties of the Officers

Section 1: President 

The President presides over the meetings of the membership and Executive Committee; coordinates the  work of the officers and the committees; appoints the committee chairpersons; appoints the auditor. 

 

Article VII: cont.

Section 2: Vice President 

The Vice President acts as an aide to the President; performs the duties of the President in the absence or disability of the President. 

 

Article VII: cont.

Section 3: Secretary 

The Secretary records the minutes of all Executive Committee meetings; performs the correspondence  duties; arranges meeting space. 

 

Article VII: cont.

Section 4: Treasurer 

The Treasurer keeps and maintains adequate and accurate accounts of all the properties and business  transactions of the Organization; makes disbursements as directed by the Organization or the majority of  the officers in accordance with the budget; presents a financial statement at each meeting of the  Organization as requested by the officers; presents a financial report to the Board at each meeting. 

 

Article VIII: Standing Committees

The Board of Directors may, by resolution adopted by a majority of the directors then in office, provided  that a quorum is present, designate one or more committees to exercise all or a portion of the authority of  the Board, to the extent of the powers specifically delegated in the resolution of the Board or in these  bylaws. Each such committee shall consist of two (2) or more directors, and may also include persons  who are not on the Board but whom the directors believe to be reliable and competent to serve at (1)

 

Article VIII:cont.

the  specific committee. However, committees exercising any authority of the Board of Directors may not  have any non-director members. The Board may designate one or more alternative members of any  committee who may replace any absent member at any meeting of the committee. The appointment of  members or alternate members of a committee requires the vote of a majority of the directors then in  office, provided that a quorum is present. The Board of Directors may also designate one or more advisory 

 

Article VIII: cont.

committees that do not have the authority of the Board. However, no committee, regardless of Board  resolution, may: 

1. Fill vacancies on, or remove the members of, the Board of Directors or any committee that has  the authority of the Board. 

2. Fix compensation of the directors serving on the Board or on any committee. 3. Amend or repeal the Articles of Incorporation or bylaws or adopt new bylaws. 4. Amend or repeal any resolution of the Board of Directors that by its express terms is not so  amendable or repealable.  

5. Appoint any other committees of the Board of Directors.

 

Article VIII: cont.

 6. Approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization;  or a plan for the sale, lease or exchange of all or considerably all of the property and assets of  the Organization otherwise than in the usual and regular course of its business; or revoke any  such plan. 

7. Approve any self-dealing transaction, except as provided pursuant to law. 

Unless otherwise authorized by the Board of Directors, no committee shall compel the Organization in a  contract or agreement or expend Organization funds. 

 

Article IX: Budget

The proposed budget will be prepared by the Executive Committee and presented to the Board annually  to be voted on. A budget will be approved with a majority vote when a quorum of Board members are  present.

 

Article X: Liability

In accordance with 15 Pa. C.S.A. §5711, et seq., enacted by the Pennsylvania Legislature applicable to  non-profit organizations, the members of the Executive Committee and their delegated representatives  shall not be personally liable for any monetary damages for any action taken or any failure to take action  unless: 

1. The member has breached or failed to perform the duties of his/her office as set forth in 15 Pa.  C.S.A. §5711, et seq.; and  2. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this section shall not apply to the following: 

1. Responsibility or liability of a Board member pursuant to any criminal statues; or 2. Liability of a Board member for the payment of taxes pursuant to local, state or federal law. 

 

Article XII: Amendments

These Bylaws may be amended at regular meetings of the Organization or a special meeting of the Board  members called for such purposes by two-thirds (2/3) vote of the Board members present and voting,  provided that notice of the proposed amendment is given at the prior meeting and announced a minimum  of ten (10) days before the meeting date.