To provide effective, timely, and meaningful communication to members, service providers, and the community.
To advocate for addication professionals with legislators, public and private service providers, and managed care companies.
To work closely with other professional associations throughout the state to promote the concerns of addiction professionals.
To promote adherence to professional and ethical standards for all addiction professionals.
To provide opportunities for education and networking among addiction professionals in New Jersey.
ARTICLE I, NAME
Section 1. Name.
The name of the organization is the New Jersey Association of Alcoholism and Drug Abuse Counselors. It is hereafter referred to as “the Corporation.”
Section 2. Purposes.
The Corporation shall be a non-profit Corporation organized under the laws of the State of New Jersey and its purposes are exclusively charitable and educational as set forth in the Certificate of Incorporation.
Section 3. Mission.
The mission of this corporation is to unify and empower addiction professionals; achieving excellence through advocacy, education, networking, diversity, and the promotion of professional and ethical standards, insuring quality care for those affected by addiction.
ARTICLE II, MEMBERSHIP
Section 1. Qualification of members.
Membership in the Association shall be open to individual Alcoholism and Drug Abuse Counselors, Prevention Specialists, and allied professionals engaged in the field of Alcohol, Tobacco and other addiction services. Qualifying persons shall be admitted to membership in one of two categories, namely Individual or Student.
Section 2. Voting Members.
(a) Individual Membership shall be open to individual Alcoholism and Drug Abuse Counselors, Prevention Specialists, and allied professionals engaged in the field of Alcohol, Tobacco and other addiction services.
(b) Student Membership shall be open to individuals who are full-time (9 hours) students at a college or university or students involved in full or part time internships in a setting where people are receiving services for Alcohol, Tobacco and other Drug Abuse Problems. Student dues should not exceed (50%) of individual membership dues.
(c) Retired Membership shall be open to current members of NJAADAC, INC. who are 65 years or older and have fully retired from the profession. Retirees dues should not exceed fifty (50%) of individual membership dues.
(d) Application for Membership. All applicants for membership in the Corporation shall complete and sign the application form prescribed by the Corporation. Any willful misstatement in the application shall be grounds for automatic rejection of the application. The application shall be accompanied by the prescribed dues as specified in the application for Membership.
(e) Fees. Annual fees and dues shall be determined by resolution of the Board of Trustees of the Corporation. Dues which remain unpaid after thirty (30) days following reasonable notice to the member shall be considered delinquent and shall constitute grounds for termination of membership without further proceedings.
(f) Reinstatement. Members whose membership shall have lapsed for more than one year may reapply for membership pursuant to the provisions of Article II (d) of the Bylaws.
(g) Removal. Termination of Membership. Members of any classification may be removed or terminated from membership by a two-thirds vote of the Board of Trustees for cause. For any cause other than non-payment of dues, removal shall occur only after the member complained against has been advised of the complaint lodged against him or her, and has been given reasonable opportunity to offer a defense. If removed, such member may appeal from the decision of the Board of Trustees of the Corporation, provided that notice of intent to appeal is given to the President of the Board of Trustees, in writing, within thirty (30) days of receipt in writing of the Board of Trustees decision.
(h) Resignation. Any member of the Corporation may resign by filing a written letter of resignation with the President of the Corporation. Such resignation shall not relieve the resigning member from the obligation to pay any dues theretofore accrued and unpaid.
(i) Refunds. No dues shall be refunded to any member whose membership terminates for any reason.
ARTICLE III, BOARD OF TRUSTEES
Section 1. Number.
The Board of Trustees shall consist of eleven persons. The Board of Trustees shall consist of six (6) regional representatives (two each from the north, central, and southern regions of the state) and five (5) at-large members.
Section 2. Powers.
The Board of Trustees shall conduct the business of the Corporation and shall have control and management of the affairs, funds, and property of the Corporation.
Section 3. Election.
The initial Trustees are set forth in the Certificate of Incorporation. All successor Trustees shall be elected annually by ballot of the membership at the annual meeting and shall serve staggered terms of two years. The six regional representatives shall be elected on the odd years and the at-large members elected on the even years. Trustees shall assume office at the annual membership meeting upon vote of the constituency.
Section 4. Qualifications.
Trustees must be members of the Corporation in good standing for at least one year at the time of election. Terms shall be limited to three consecutive terms. After three consecutive terms on the Board, individuals must wait two years before they can be re-elected to the Board.
Section 5. Resignation and Removal.
The resignation of any Trustee shall be in writing and addressed to the President of the Board. A Trustee may be removed with cause by the affirmative vote of two-thirds of the entire Board. A Trustee whose removal is to be considered shall receive at least two (2) weeks notice of such proposed action and shall have the opportunity to address the Board regarding such action prior to any vote on such removal.
Any Trustee who is absent without sufficient reason from four Board meetings in any one calendar year may be automatically removed from his/her position as trustee by affirmative vote of the Board and his/her place may be filled by the Board of Trustees, pursuant to Article III, Section 6, below.
Section 6. Vacancies.
Vacancies in the Trustees shall be filled by appointment by the Board of Trustees, based on the recommendations of the Nominating Committee. Trustees thus appointed shall serve for the remainder of the vacated term and may thereafter by eligible for regular election to the Board.
Section 7. Annual Meeting and Regular Meetings.
An annual membership meeting of the Board of Trustees shall be held during the month of April at a time and place to be determined by the Board. The newly formed Board shall convene immediately following the annual meeting to elect officers. The Board will hold regular meetings approximately every six weeks, except during the months of July and August.
Section 8. Special Meetings of the Board.
Special meetings of the Board for any purpose or purposes may be called at any time by the President or by any three (3) of the Trustees. Such meetings shall be held upon not less than ten (10) days’ notice given personally or by telephone, or upon not less than four, not more than 60 days’ notice given by mail. Such notice shall specify the time and place of the meeting. Only those items contained in such notice shall be transacted at the special meeting.
Section 9. Action Without Meeting.
The Board or any committee of the Board may act without a meeting, if prior or subsequent to such action, each Trustee or committee member shall consent in writing to such action. Such written consent or consents shall be filed with the minutes of the meeting.
Section 10. Meeting by Telephone.
The Board or a committee of the Board may participate in a meeting of the Board or such committee, by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear or communicate with each other at the same time.
Section 11. Quorum.
A majority of the Trustees shall constitute a quorum of the Board for the transaction of business. The act of the majority of the Trustees at a meeting at which a quorum is present shall be the act of the Board, unless otherwise provided in the By-laws.
Section 12. Meeting Minutes.
Minutes of the previous Board meeting shall be included with the meeting notice of the next subsequent Board.
ARTICLE IV, OFFICERS
Section 1. Titles/Qualifications.
The Officers of the Corporation shall include a President, Vice President, Secretary, Treasurer, and such other officers whose positions shall be created from time to time by the Board of Trustees to perform such duties as may be prescribed by the Board of Trustees. Officers may only hold one office at any given time.
Section 2. Election.
The Officers shall be elected from among the Trustees by the Trustees at the annual meeting of the Board and shall serve for a term of one year and until their successors are elected and qualified.
Section 3. Consecutive Terms.
Officers may serve no more than two consecutive terms, with the exception of the Treasurer who may serve three, or until their respective successors are elected and qualified.
Section 4. Duties.
The duties and authority of the Officers shall be determined from time to time by the Board. Subject to any such determination, the Officers shall have the following duties and authority:
The President shall be chief executive officer of the corporation, shall have general charge and supervision over and responsibility for the affairs of the corporation, shall preside at all meetings of the Board of Trustees, and shall have other such powers and duties not inconsistent with law or with these By- laws as may be assigned from time to time by the Board of Trustees. Upon completion of his/her term, the President may serve on the Board of Trustees as Immediate Past President, ex officio, in an advisory, non-voting capacity for a maximum period of two (2) years.
The Vice President, in the absence or disability of the President, shall exercise the powers of the President. He/she shall perform such other duties as may be assigned by the President.
The Treasurer shall perform such duties as assigned by the Board of Trustees, including but not limited to the oversight of the financial affairs of the corporation, in conjunction with the Executive Committee. The Treasurer shall also be responsible for preparing an annual budget and presenting this budget to the Board at its regular meeting immediately preceding the beginning of the fiscal year.
The Secretary shall perform such duties as assigned by the Board of Trustees, including but not limited to retaining the minutes of the Board of Trustees.
Section 5. Resignation and Removal.
An Officer may resign by submitting his or her resignation in writing to the President of the Board of Trustees or in the case of the president, to the secretary of the Board. An Officer may be removed with or without cause by the affirmative vote of two-thirds of the entire Board of Trustees. An Officer whose removal is to be considered shall receive at least two weeks’ notice of such proposed action and shall have the opportunity to address the Board regarding such action prior to any vote on such removal.
Section 6. Vacancies.
Vacancies in the officers shall be filled by appointment by the Board of Trustees based on the recommendations of the Nominating Committee. Officers thus appointed shall serve for the remainder of the vacated term.
ARTICLE V, COMMITTEES OF THE BOARD OF TRUSTEES
Section 1. General Provisions.
There shall be two standing committees of the Board of Trustees: Executive Committee and Nominating Committee. In addition to the provisions for standing committees, the Board of Trustees, by resolution approved by a majority of the entire Board, may appoint from among the Trustees one or more committees, of one or more members (which may include persons who are not trustees, provided that at least one member of each committee shall be a trustee and that any committee which has members which are not trustees shall be advisory, shall not bind the Board or the Corporation and shall be subject to Board approval) each of which to the extent provided in the resolution, shall have and may exercise the authority of the Board, except that no such committee shall:
make, alter or repeal any by-law of the Corporation;
elect or appoint any Officer or Trustee, or remove any Officer or trustee; or
amend or repeal any resolution previously adopted by the Board.
The Board, by resolution adopted by a majority of the entire Board, may:
fill any vacancy in such committee or authorize the Executive Committee to fill any vacancy in such committee;
appoint one or more persons to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of each absent or disabled members of the committee;
abolish any such committee at its pleasure; or
remove any members of such committee at any time, with or without cause.
A majority of each committee shall constitute a quorum for the transaction of business and the act of the majority of the committee members present at a meeting in which a quorum is present shall be the act of such committee. Each committee shall appoint from among its members a chairperson unless the resolution of the Board establishing such committee designates the chairperson, in which case, in the event of vacancy in the chairperson, the Board shall fill the vacancy.
Actions taken at a meeting of any such committee shall be kept in the record of its proceedings which shall be reported to the Board at its next meeting following such committee meeting, except that, when the meeting of the Board is held within two days after the committee meeting, such report shall, if not made at the first meeting, be made to the Board at its second meeting following such committee meeting.
Section 2. Executive Committee.
There shall be an Executive Committee, which shall include the officers of the Corporation. A majority of the members of the Executive Committee shall constitute a quorum. The Executive Committee shall have and may exercise the powers of the Board when the Board is not in session. Actions of the Executive Committee are subject to ratification at the next meeting of the Board.
Section 3. Nominating Committee.
There shall be a Nominating Committee of one or more members of the Board, designated by the Executive Committee. It shall be the duty of the Nominating Committee to receive names in nomination from the membership at large and to prepare a list of nominees for election to the Board and as officers, pursuant to Article III, Section 3 of these By-laws. This list shall be prepared and submitted to the Executive Committee within a time frame, which allows for the list to be sent at least fourteen (14) days in advance of the annual meeting to the constituency.
Section 4. Other Committees.
The Board may establish such other standing and special committees as it may wish.
ARTICLE VI, FISCAL YEAR
Section 1. The fiscal year of the Corporation shall be July 1 to June 30.
ARTICLE VII, AMENDMENT TO BY-LAWS
Section 1. These by-laws may be altered, amended or appealed by the Board. Written notice of any such by-law change to be voted upon by the Board shall be given not less than 10 days prior to the meeting at which shall change shall be proposed.
ARTICLE VIII, CONFLICTS OF INTEREST
Section 1. No contract or other transaction between the Corporation and one or more of its Trustees, Officers, or members or between the Corporation and any other Corporation, firm, association or other entity in which one or more of its Trustees or Officers are directors or officers or members, or have a substantial personal, professional, political or financial interest, shall be approved by a vote of the Board or any committee thereof if such Trustee(s) or Officer(s),or member(s) (hereinafter “interested Trustee(s)/member (s), officer (s) ) are present at the meeting of the Board, or of a committee thereof, which authorizes such contract or transaction, or his or her votes are counted for such purpose, unless the material facts as to such Trustee’s or Officer’s or member’s interest in such contract or transaction as to any such common directorship, officership or personal, professional, political or financial interest are disclosed in good faith or are known to the Board or committee, and the Board or committee authorizes such contract or transaction by unanimous written consent, provided at least one Trustee so consenting is disinterested, or by a majority vote without counting the vote or votes of such interested trustee or officer even though the disinterested Trustees are less than a quorum.
ARTICLE IX, ADDITIONAL PROVISIONS
Section 1. Dissolution.
Upon dissolution, after payment of all debts, no part of the remaining assets may be distributed to any trustee, member or officer of the Corporation but shall be distributed in accordance with law, provided, however, that the distribution must be to another organization exempt under the provisions of Section 501(c)(3) of the United States Internal Revenue Code or to the United States, or a State or local government, for the public purpose. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purpose.
Section 2. Compensation.
Neither members, trustees nor officers shall receive any fee, salary or remuneration of any kind for their services provided in such capacities. However, Trustees, officers or members may be reimbursed for reasonable expenses incurred with approval of the Board upon presentation of vouchers.
Section 3. Indemnification.
The Corporation shall indemnify every corporate agent as defined in, and to the full extent permitted by section 15A:2-8 and 15A:3-4 of the New Jersey Non- Profit Corporation Act, and to the full extent otherwise permitted by law.
Section 4. Parliamentary Authority.
These By-laws as adopted by the Board of Trustees of the Corporation shall be the authority of the Corporation.
The Parliamentary Authority for this Corporation shall be Robert’s Rules of Order, Revised Edition, wherever these By-laws do not specifically make provision for a particular matter.
Section 5. Force and Effect of By-laws.
These By-laws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the “Act”) and the Certificate of Incorporation as they may be amended from time to time. If any provision in these By-laws is inconsistent with a provision in the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.