ALASKAN AIDS ASSISTANCE ASSOCIATION

BYLAWS

Article 1

Name of Corporation

              The name of this corporation shall be the Alaskan AIDS Assistance Association, hereinafter referred to as the Four A’s.  This is a nonprofit organization incorporated in the State of Alaska.

Article 2

Purpose of the Four A’s

              The purpose of the nonprofit corporation, organized for public educational, charitable, and scientific purposes, shall be to act as a clearinghouse of information for groups and individuals seeking to learn information about AIDS, to disseminate educational material, and to work to eliminate the spread of HIV/AIDS and its stigma, and to offer and provide assistance to Alaskans living with HIV/AIDS and their loved ones.

Article 3

Powers and Duties

              Section 1.  The organization is authorized to do and engage in any and all lawful activities that may be incidental or reasonably necessary to the foregoing purposes, shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Bylaws, and shall have and exercise all other powers and authority now or hereafter conferred upon nonprofit corporations under the laws of the State of Alaska.

              Section 2.  The organization is governed by a Board of Directors, which is empowered to act on behalf of the organization.  The Board of Directors is composed of no less than 5 and no more than 20 members. An individual who is or formerly was homeless shall fill at least one board position.

              Section 3.  Contracts for this organization shall be made on behalf of the Four A’s and upon such terms as the Board of Directors or other authorized representatives of  the Four A’s shall in each case determine.  The Board of Directors may contract for or employ an executive director or other administrative personnel and define the duties of each as they see fit, and may authorize any officer or officers, agent or agents of this organization, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Four A’s and such authority may be general or confined to specific instances.

              Section 4.  All funds of the Four A’s shall be deposited from time to time to the credit of this organization in such bank, trust company or other depository as the Board may select.

              Section 5.  All revenues shall be devoted to the general purposes of the corporation.

              Section 6.  No part of the net earnings of this organization shall inure to the benefit of or be distributable to its Board, officers, or other private persons.

Article 4

Election of Board Members

              Positions on the Board may be filled by a majority vote of the members of the Board of Directors at the annual meeting, which shall be held in September.  If the entire Board is not filled at the annual meeting, or if a vacancy should occur during the ensuing year, that position may be filled at any time by a majority vote of the Board.  The Board terms will run for a period of three years.  Elections shall be held each year for one group (approximately one third of the Board positions) so that members are serving staggered terms.

Article 5

Board Meetings

              Section 1. Schedule.  The Board shall meet at least once in each of the first, second, third and fourth calendar quarters of the year at a date, time and place designated by the Board.  The President may call additional meetings at any time.

              Section 2. Quorum.  Participation of a simple majority of the number of current board members is necessary for making decisions at Board meetings.

              Section 3. Removal.  Upon an affirmative vote by three quarters (3/4) of the members at a Board meeting, the Board may remove an officer, a Board member or a standing committee member from office.

              Section 4. Attendance.  A director who fails to attend in person three consecutive meetings without being excused by the Board, forfeits his or her membership and the vacancy shall be filled as if the director had resigned.

              Section 5. Governing Procedure.  The Board meetings shall be governed by Roberts Rules of Order, which order may be suspended upon vote of the Board.

Article 6

Duties of Officers

              Section 1. Officers.  The Board shall have the following officers: President, Past President, Vice-president, Secretary, and Treasurer.  The Board Enrichment Committee will recommend a slate of officers for action by the Board immediately following the election of new board members.  Terms of all officers, other than the president, shall be one year with renewal possible. 

              Section 2. President.  The President shall serve two years and be the principal executive officer of the Four A’s and shall in general supervise and control all of the business affairs of the corporation subject to the orders of the Board and/or the Executive Committee.  The President shall sign with the secretary, treasurer, executive director or other proper officer or member of the corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board or Executive Committee has authorized to be executed.

              Section 3. Vice-President.  The Vice-President, during the absence of the President, shall in general supervise and control all of the business affairs of the corporation subject to the orders of the Board and Executive Committee.  The Vice-President shall also perform other duties as assigned.

              Section 4. Secretary.  The Secretary shall keep the minutes of the Board meetings and any other relevant correspondence as assigned by the Board.

              Section 5. Treasurer.  The Treasurer shall be responsible for keeping accurate financial records of the corporation, and, preparing a monthly financial statement; and, shall cause the financial records to be audited annually by an independent public accountant.

              Section 6. Other Duties. In addition to the above-assigned duties, officers shall make such reports and perform such other duties as are incidental to their respective offices or are properly required of them by the Board.

              Section 7. Vacancy.  In the event that an office of the board becomes vacant the Board will elect from among their members a replacement to complete the term of the office.

              Section 8. Homelessness Representation.  One seat on the Board of Directors will be designated for an individual who is or has experienced homelessness. 

Article 7

Fiscal Year

              The fiscal year for this organization shall be July 1 to June 30.

Article 8

Committees

              Section 1. Executive Committee.  The Executive Committee shall consist of the Past President, President, Vice-President, Secretary, and Treasurer.  The executive Committee may meet as frequently as necessary to conduct business, and may have meetings by teleconference.  Any member of the Executive Committee may call a meeting. 

              Section 2. Forming Additional Committees.  As needed, the Board will organize other committees to carry on the business of the Board.  The Board will determine the function of these committees.  The Executive Committee will appoint the Chair of each board committee.

Article 9

Public Statements

              It is important that Four A's speaks with one voice when publicly addressing agency policy and/or controversial issues.  Public statements in the name of the Four A's, whether verbal or in print, shall be made only by a person so authorized by the Board of Directors (which authorization may be secured informally, by telephone or otherwise).  Violation of this policy by a member of the Board of Directors may be grounds for removal from the board. 

Article 10

Amendments

              These Bylaws may be amended, altered or repealed at any Board Meeting called for that purpose.  An affirmative vote of not less than two thirds (2/3) of the members present at the meeting shall be required for such amendments.  Notice of proposed amendments must be given at least 2 weeks (14 days) in advance of the meeting in which the vote to amend will occur.

Article 11

Indemnification

              Directors and Officers and former Directors and Officers of the corporation shall be indemnified to the fullest extent of the law as provided in the Alaska Statues 10.20.011(14), or any successor provision or amendment thereto, against expense actually and reasonably incurred by such person in connection with the defense of any action, suit or proceeding, civil or criminal, in which such person is made a party by reason of being or having been a director or officer of the corporation, except in relation to matters in which that person was adjudge, in the action, suit or proceeding, to be liable for negligence or misconduct in the performance of his/her corporate duties.

Article 12

Dissolution

              Upon the dissolution of the Four A’s, the officers shall, after paying or making provision for the payment of all the liabilities of the organization, dispose of all the assets of the organization exclusively for the purposes of the organization in such manner or to such organization or organizations organized and operated exclusively for charitable purposes as shall at the time qualify as an exempt organization or organizations under Section 501©(3) of the Internal Revenue Service Code of 1954 (or the corresponding provision of any future United States Internal revenue Law), as the Officers shall determine.

Article 13

Non-Discrimination Clause

              The Four A’s is committed to diversity at all levels of its organization and is committed to implementing its institutional goals in a manner which is non-discriminatory.  The Four A’s is committed to non-discrimination and inclusion of all persons regardless of race, sex, national origin, sexual preference, or handicap.

Article 14

Adoption

              These Amended Bylaws were adopted by the Board of Directors of the Four A’s at a Meeting of the Board held on May 12, 2004.