Bylaws

Bylaws of Direct Recovery Support 

Article 1: Name and Location 

1.1 Name: The name of the nonprofit corporation shall be "Direct Recovery Support" (hereinafter  referred to as "the Corporation"). 

1.2 Location: The principal office of the Corporation shall be in the state of Minnesota at such a place as  determined by the Board of Directors. 

Article 2: Purpose 

2.1 Purpose: The Corporation is organized exclusively for charitable, religious, educational, and scientific  purposes, including, but not limited to certified peer recovery support. The Corporation shall operate in  accordance with Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any  future federal tax code. 

2.2 Purpose Statement: To provide resources and support to people in addiction by walking with them  through the obstacles they may face on their path of recovery. 

Article 3: Board of Directors 

3.1 Number and Qualification: The Corporation shall have a Board of Directors consisting of three (3) to  nine (9) directors. To comply with the requirements of becoming a Recovery Community Corporation (RCO), at least 51% of the directors must be individuals who are currently in recovery from substance  abuse or addiction. 

3.2 Term: Each director shall serve a term of three (3) years, and directors may be re-elected for  additional terms. These positions will be unpaid except for reimbursable expenses, as decided by the  first Board of Directors. 

3.3 Election and Removal: Directors shall be elected by a majority vote of the current Board members  during the annual meeting. A director may be removed from the Board, with or without cause, by a two thirds (2/3) majority vote of the remaining directors. 

3.4 Vacancies: In the event of a vacancy on the Board, the remaining directors may appoint a qualified  individual to serve the unexpired term. 

3.5 Officers as Board Members: The officers of the Corporation may also serve as members of the Board  of Directors, provided that at least one board member is not an officer in the Corporation. 

3.6 Titles: The Board shall consist of the following officers: 

• President 

• Vice President 

• Secretary 

• Treasurer

Article 4: Meetings of the Board 

4.1 Regular Meetings: The Board shall hold regular meetings at least once a quarter, and the time and  place of these meetings shall be determined by the Board. 

4.2 Notice of Meetings: Notice of regular meetings shall be given to all directors at least ten (10) days  prior to the meeting date. Notice of special meetings shall be given at least ten (10) days in advance,  except in cases of emergency where shorter notice may be provided. 

4.3 Attendance via Electronic Means: Directors may participate in meetings through electronic  communication (e.g., Zoom, teleconference, etc.). Attendance via electronic means shall be considered  the same as in-person attendance for the purpose of establishing a quorum and conducting business. 

Article 5: Officers 

5.1 Titles: The officers of the Corporation shall consist of the following: 

• Chief Executive Officer (CEO) 

• Chief Financial Officer (CFO) 

• Chief Operations Officer (COO) 

Each officer may appoint Vice Presidents (VPs) to assist in their respective duties. Article 6: Committees 

6.1 Committees: The Board may establish committees to assist in the management of specific activities  or projects. The committees shall be composed of directors and other individuals as deemed appropriate  by the Board. 

6.2 Committee Powers: The committees shall have the authority and responsibilities delegated to them  by the Board, as specified in their committee charter. 

Article 7: Conflict of Interest 

7.1 Conflict of Interest Policy: The Corporation shall adopt and maintain a conflict-of-interest policy to  govern transactions between the Corporation and its directors, officers, or any other interested parties. 

7.2 Conflict of Interest Disclosure Form: All directors, officers, employees, and volunteers shall complete  and submit a conflict-of-interest disclosure form annually, indicating any potential or actual conflicts of  interest. See attached. 

Article 8: Indemnification 

8.1 Indemnification Clause: The Corporation shall indemnify, to the fullest extent permitted by law, all  directors, officers, employees, and volunteers from any liability incurred in the good faith performance of  their duties for the Corporation.

Article 9: Annual Financial Review 

9.1 Annual Financial Review: The Board of Directors shall conduct an annual financial review to ensure  compliance with financial reporting standards and regulations. The annual financial review may be  performed internally by a designated committee or external third-party auditors, as deemed appropriate  by the Board. 

9.2 External Review: In the event that fraud or other negligent behavior is suspected, the Board of  Directors, officers, or whistleblowers may request an external review by independent third-party  auditors to investigate and address the alleged misconduct thoroughly. 

Article 10: Whistleblower Policy 

10.1 Whistleblower Policy: The Corporation shall adopt and maintain a whistleblower policy that  provides guidelines for reporting any suspected unethical, illegal, or fraudulent behavior within the  Corporation and ensures protection for individuals who report such incidents. See attached. 

Article 11: Succession Planning 

11.1 Succession Planning: The Board shall establish and maintain a succession plan to address the  selection and transition of new directors, officers, or key personnel in the event of vacancies or terms  expiration. See attached. 

Article 12: Amendments 

12.1 Bylaw Amendments: These bylaws may be amended by a two-thirds (2/3) majority vote of the  Board at any regular or special meeting, provided that written notice of the proposed amendment has  been given to all directors at least ten (10) days before the meeting. 

Article 13: Acknowledgment 

13.1 Acknowledgment: All directors, officers, employees, and other individuals representing Direct  Recovery Support must sign an acknowledgment indicating their understanding of these bylaws, the  conflict-of-interest policy, and their commitment to comply with their provisions.

Whistleblower Policy for Direct Recovery Support 

Section 1: Purpose 

The purpose of this Whistleblower Policy is to provide a mechanism for reporting suspected unethical,  illegal, fraudulent, or other improper activities within Direct Recovery Support (hereinafter referred to as  "the Corporation"). This policy aims to encourage openness, transparency, and accountability, ensuring  that concerns or complaints are appropriately addressed and protected from retaliation. 

Section 2: Scope 

This Whistleblower Policy applies to all directors, officers, employees, volunteers, and any other  individuals associated with the Corporation. 

Section 3: Reporting Procedure 

3.1 Reporting Channels: Individuals who wish to report a concern or complaint related to unethical,  illegal, fraudulent, or other improper activities within the Corporation may do so through the following  channels: 

• Report to a supervisor or manager. 

• Report to the Executive Director or CEO. 

• Report to a designated Whistleblower Officer appointed by the Board of Directors. 

3.2 Anonymous Reporting: The Corporation recognizes the importance of protecting the anonymity of  whistleblowers. Individuals may choose to submit reports anonymously. However, providing contact  information may aid in the investigation process if further details are required. 

Section 4: Protection and Non-Retaliation 

4.1 Non-Retaliation: The Corporation prohibits retaliation against any individual who makes a good-faith  report under this policy. Retaliation includes any adverse actions such as demotion, termination,  harassment, or discrimination. Any retaliatory action will be subject to disciplinary measures. 

4.2 Confidentiality: The Corporation will make every effort to maintain the confidentiality of the  whistleblower's identity to the extent allowed by law and the requirements of conducting a thorough  investigation. 

Section 5: Review and Investigation 

5.1 Whistleblower Officer: The Board of Directors shall appoint a Whistleblower Officer responsible for  overseeing the reporting process and ensuring appropriate investigations are conducted. 

5.2 Investigation: Upon receiving a report, the Whistleblower Officer or an authorized designee shall  conduct a prompt, impartial, and confidential investigation. The investigation shall be carried out with  due diligence, fairness, and respect for all parties involved.

Section 6: Resolution and Corrective Actions 

6.1 Findings and Recommendations: Following the investigation, the Whistleblower Officer shall present  the findings and recommendations to the Board of Directors or an appropriate committee. 

6.2 Corrective Actions: If wrongdoing is confirmed, the Board of Directors shall take appropriate  corrective actions, which may include disciplinary measures, changes to policies or procedures, or other  necessary actions to rectify the situation. 

Section 7: Annual Reporting 

The Whistleblower Officer shall provide a summary report of all reported concerns and the actions taken  to the Board of Directors on an annual basis. 

Section 8: Amendments 

This Whistleblower Policy may be amended by the Board of Directors as necessary to address new  circumstances or changes in laws or regulations. 

Section 9: Acknowledgment 

All directors, officers, employees, volunteers, and other individuals representing the Corporation must  sign an acknowledgment indicating their understanding of this Whistleblower Policy and their  commitment to comply with its provisions.

Succession Planning for Direct Recovery Support 

Section 1: Purpose 

The purpose of this Succession Planning Policy is to ensure the smooth and effective transition of  leadership within Direct Recovery Support (hereinafter referred to as "the Corporation") in the event of  vacancies or the expiration of terms for directors, officers, or key personnel. This plan aims to maintain  continuity in the Corporations operations, preserve the mission and values, and secure the long-term  success of the Corporation. 

Section 2: Succession Committee 

2.1 Formation of Succession Committee: The Board of Directors shall establish a Succession Committee  comprised of directors, officers, and key stakeholders. The Succession Committee shall be responsible for  overseeing and implementing the succession planning process. 

2.2 Succession Committee Responsibilities: The Succession Committee's duties include identifying  potential candidates, conducting assessments, and recommending suitable individuals for vacant  leadership positions. 

Section 3: Succession Criteria 

3.1 Leadership Attributes: The Succession Committee shall define the leadership attributes and qualities  required for each key position within the Corporation. This includes essential skills, expertise,  experience, and alignment with the Corporation's mission and values. 

3.2 Professional Development: The Succession Committee shall encourage professional development  opportunities for potential candidates to enhance their leadership skills and capabilities. 

Section 4: Identification of Successors 

4.1 Internal Candidates: The Succession Committee shall first consider internal candidates who have  demonstrated exceptional performance, potential for growth, and a commitment to the Corporation's  vision. 

4.2 External Candidates: If no suitable internal candidates are identified, the Succession Committee may  explore external candidates who possess the necessary qualifications and align with the Corporation's  values. 

Section 5: Leadership Development 

5.1 Mentoring and Training: The Succession Committee shall establish mentoring programs and provide  training opportunities to prepare potential successors for their future leadership roles. 

5.2 Transition Planning: The Succession Committee shall work closely with outgoing leaders to facilitate a  smooth transition and transfer of responsibilities to the new appointees.

Section 6: Emergency Succession 

6.1 Emergency Succession Plan: The Succession Committee shall develop an emergency succession plan  to address sudden leadership vacancies due to unforeseen events or emergencies. 

6.2 Temporary Appointments: In the event of an emergency, the Succession Committee may make  temporary leadership appointments until a permanent successor is identified and appointed. 

Section 7: Board and Stakeholder Involvement 

7.1 Board Approval: The Succession Committee shall present its recommendations for successors to the  Board of Directors for final approval. 

7.2 Stakeholder Input: The Succession Committee may seek input from key stakeholders, donors,  partners, and employees during the succession planning process. 

Section 8: Regular Review and Updates 

The Succession Committee shall conduct regular reviews of the succession plan and update it as  necessary to ensure its effectiveness and alignment with the Corporation's changing needs. 

Section 9: Amendments 

This Succession Policy may be amended by the Board of Directors as necessary to address new  circumstances or changes in laws or regulations. 

Section 10: Acknowledgment 

All directors, officers, employees, volunteers, and other individuals representing Direct Recovery Support hereby acknowledge that they have reviewed and understand these updated bylaws, including all the  changes and additions made to the original document. We further commit to adhering to the provisions  and principles outlined in these bylaws, conflict of interest policy, whistleblower policy, succession  planning policy, and any other relevant policies and procedures established by the Corporation. By  signing below, we affirm our dedication to the Corporation's mission, vision, and values, and we pledge  to act in the best interests of the Corporation, its stakeholders, and the communities it serves. 

Conflict of Interest Policy 

1. Purpose 

The purpose of this Conflict-of-Interest Policy is to establish guidelines for identifying, disclosing, and  managing conflicts of interest that may arise within Direct Recovery Support (hereinafter referred to as  "the Corporation"). This policy ensures that the best interests of the Corporation are prioritized and that  any conflicts are handled with transparency and integrity. 

2. Applicability 

This Conflict-of-Interest Policy applies to all directors, officers, employees, volunteers, and any other  individuals associated with the Corporation. 

3. Definitions 

• Conflict of Interest: A conflict of interest exists when an individual's personal, financial, or other  interests could influence their judgment or decision-making in a way that may impair the  Corporation's best interests. 

4. Disclosure of Conflicts 

4.1 Duty to Disclose: All individuals associated with the Corporation have an ongoing duty to disclose any  actual or potential conflicts of interest promptly. 

4.2 Disclosure Procedure: Conflicts of interest must be disclosed in writing to the Board of Directors or a  designated Conflict of Interest Officer. The disclosure should include all relevant facts and details about  the conflict. 

5. Review and Evaluation 

5.1 Review of Disclosure: Upon receipt of a conflict-of-interest disclosure, the Board of Directors or  Conflict of Interest Officer shall review the matter to determine the potential impact on the Corporation. 

5.2 Evaluating the Conflict: The Board of Directors or Conflict of Interest Officer shall assess the  significance of the conflict and whether it poses a threat to the Corporation's best interests. 

6. Management of Conflicts 

6.1 Recusal: If a conflict of interest is deemed significant, the individual with the conflict shall recuse  themselves from any discussions, decision-making, or voting related to the matter. 

6.2 Alternative Decision-Making: In situations where an individual's conflict of interest prevents them  from participating, the Board of Directors may appoint an impartial person to act on their behalf. 

7. Annual Statements 

7.1 Annual Conflict of Interest Statements: All individuals associated with the Corporation shall annually  submit a written statement, affirming their compliance with this Conflict-of-Interest Policy and disclosing  any relevant conflicts that may have arisen during the year. 

8. Documentation

8.1 Recordkeeping: All conflict-of-interest disclosures, evaluations, and actions taken shall be  documented and maintained in the Corporation's records. 

9. Training 

9.1 Education and Training: The Corporation shall provide ongoing education and training on conflict-of interest policies and procedures to ensure all individuals understand their obligations and  responsibilities. 

10. Amendments 

This Conflict-of-Interest Policy may be amended by the Board of Directors as necessary to address new  circumstances or changes in laws or regulations. 

11. Acknowledgment 

All directors, officers, employees, volunteers, and other individuals representing the Corporation must  sign an acknowledgment indicating their understanding of this Conflict-of-Interest Policy and their  commitment to comply with its provisions.