Article 1. Principal Office

A.     The Friends of NIAAA (hereinafter the “Friends”) is a nonprofit entity.

B.     The principal office of the Friends shall be located in the District of Columbia.  The Friends may have other offices at suitable offices within or outside of the District as designated by the Friends’ Executive Committee.

C.     The Friends shall have and continuously maintain a registered office in the District of Columbia and the Friends’ Executive Board shall appoint and continuously maintain in service a registered agent, having business office identical with the registered office, who shall be an individual resident of the District of Columbia, or a corporation, whether for profit or not for profit.

 

Article 2. Purposes

The purposes of the Friends are as follows:

A.     Advance the application of knowledge and science to the solution of problems created by alcohol in our society.

B.     Promote the basic and applied research being done at NIAAA and the potential for collaborations with the institute when appropriate.  Research priorities include underage and college drinking; targeted prevention; personalized treatment; policy research; fetal alcohol spectrum disorders research; liver and other end organ damage; international programs; alcohol research centers program; and epidemiology surveys.

C.     Influence policy makers, healthcare providers, and the public about the huge financial, medical, familial and personal toll that alcohol abuse takes on the entire population of the United States and the importance of NIAAA research to reducing this burden by encouraging prevention, treatment and recovery.

D.    Augment the activities of NIAAA, foster and support the scientific understanding of alcoholism and alcohol abuse and the role of the institute in the creation of research and science that can address societal alcohol problems and aid in translating that knowledge into practice.

 

Article 3.  Membership

A.     Members.  Members shall be any non-profit organizations interested in research and issues related to alcohol who contribute annual dues to support the work of the Friends.

B.     Official Representative.  Each member of the Friends shall have an official representative who shall be designated by the member organization.  Such official representative or alternate shall vote on behalf of and otherwise represent the member at meetings of the Friends.  The Secretary shall be responsible for keeping a record of the names and addresses of the members of the Friends, and their official representatives.

C.     Voting.  At any meetings of the members of the Friends, each member shall be entitled to one vote. 

 

Article 4.  Corporate Advisory Board

 A.   Corporate Advisory Board (CAB) Membership.  CAB members shall be organizations, mainly for-profit, that have interests and objectives similar to those of the Friends and wish to support the group’s work.  CAB members will be invited by the executive board of the Friends.  Each member organization will designate a representative to serve on the CAB. 

 

Article 5.  Executive Committee

A.     There shall be an Executive Committee of the Friends to oversee the functioning of the group.

B.     Membership.  The membership of the Executive Committee shall consist of a Chair, Secretary/Treasurer and seven other full voting members.  A representative of the CAB, as designated by the CAB, will be an ex officio member of the committee.

C.     Terms.  All Executive Committee members will serve for a two year term and shall be eligible for re-election , but will not be eligible to serve more than two consecutive terms.

a.     The term of four of the seven original at-large Executive Committee members will be for one year only to stagger the terms of the Committee members going forward.

D.    General Powers.  The business, property and affairs of the Friends shall be managed by the Executive Committee.  In the management and control of the business, property and affairs of the Friends, the Committee shall be vested with all the powers possessed by the Friends itself insofar as such delegate of.

E.     Specific Powers.

a.     Appointment of Committees.  The Executive Committee may appoint committees to have such powers and duties as they outline, including a Nominating Committee to facilitate the election process.  All committees shall report to the Executive Committee.  The Executive Committee shall have the power to fill vacancies, to change the membership or to dissolve and committee.

b.     Dues.  The Executive Committee shall establish the annual dues structure for the member organizations, which must be confirmed by a majority vote of the membership present at the annual meeting.

c.      Retaining Outside Representation. The executive committee has the authority to retain an outside firm and to assign to it any responsibilities designated to the committee herein, would be responsible for executing all the programs and policies established by the committee and have the authority to speak on behalf of the Friends.   The firm will also be responsible for the administrative functioning of the Friends.

d.     Approval of an Annual Budget.

F.     Elections.  The Chair, Secretary/Treasurer and seven Executive Committee members of the Friends shall be elected by the membership at the annual meeting of the Friends.  All Executive Committee members shall be elected from member organizations. 

a.      Nominations.  The elections slate will be advanced by the nominating committee for vote by the membership.  Nominations will also be accepted from the floor.

G.     Vacancies.  Except as otherwise noted, any Executive Committee vacant shall be filled by a majority vote of the remaining members of the committee.  Members elected to fill a vacancy shall be elected for the unexpired term of his predecessor. 

 

Article 6.  Meetings of the Membership

A.      Annual Meeting.  There shall be an annual meeting of the Friends’ regular membership at such time and place as the Chair of the Friends shall determine for the purpose of electing officers, for the transaction of any and all other business that shall be brought before the membership and to meet with the Director of NIAAA.

B.      Special Meetings.  Special meetings of the Friends’ regular membership may be called at any time and be held at such place as determined by the Chair or a majority of the members of the Exective Committee.

C.     Notice.  Notice, stating the time, date and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than two weeks before the date of the meeting.

D.    Voting.    Official representatives of regular members of the Friends shall vote in person.

E.      Quorum.  At any meeting of regular membership, those members present in person through their official representatives  shall constitute a quorum for all purposes and a majority of the vote in such quorum shall be sufficient to pass any measure.

 

Article 7.  Meetings of the Executive Committee

A.     Meetings.  Meetings of the Executive Committee may be called by the Chair or by four of the members of the committee.  The notice requirement for Executive Committee meetings shall be the same as that for annual meetings.  These meetings are open to all members who wish to attend.

B.     Quorum.  At all meetings of the Executive Committee, four of the members present in person or by phone shall constitute a quorum.  Each member of the Executive Committee shall be entitled to one vote.  Proxy voting is not permitted.

 

Article 8.  Fiscal Year

The fiscal year of the Friends shall be from January 1 to December 31.

 

Article 9.  Dissolution or Final Liquidation

Any dissolution or final liquidation of the Friends shall include any distribution of assets shall proceed as provided in the Friends’ articles of incorporation.

 

Article 10.  Amendment of Bylaws

These bylaws of the Friends may be amended, altered, changed, added to or repealed at any annual or special meeting of the Friends’ regular membership, by a two-third vote of such members present and voting, provided that notice of the proposed amendment, alteration, change, addition or repeal be contained in the meeting notice.