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Draft bylaws for proposed ACRON Orgnization. Please feel free to comment or edit.

-- JebBrown - 13 Nov 2006

BYLAWS OF ACORN ORGANIZATION ;draft - for comment only

ARTICLE I - NAME, PURPOSE

Section 1: The name of the organization shall be ACRON Organization, Inc.

Section 2: The ACORN Organization is organized exclusively for charitable, scientific, and educational purposes, more specifically to 1) encourage the use of patient completed outcome measures in behavioral healthcare and related areas of medicine and 2) provide a cost effective information technology infrastructure and an online collaborative environment to facilitate data capture, reporting, clinician feedback, and other processes associated with outcomes informed care.

ARTICLE II - MEMBERSHIP

Section 1: Membership shall consist of the members of the Board of Directors and registered users of the ACORN COMMONS Twiki site. Only members of the Board of Directors may vote on ACORN related operational and business decisions.

ARTICLE III - ANNUAL MEETING

Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place. All meetings of the Board may be conducted via teleconference or through an online forum on the ACORN COMMONS.

Section 2: Special Meetings. Special meetings may be called by the Chair or the Executive Committee.

Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Council Director and committees. The Board shall have up to 10 and not fewer than three members. The board receives no compensation for Board related activitites other than reasonable expenses. Board members may receive fair and reasonable compensation for work performed on behave of the organization at the request of the Board. Board members are also free to receive reimbursement as independent consultants from other organizations that may utilize the ACORN COMMONS outcomes management platform.

Section 2: Meetings. The Board shall meet at least annually, at an agreed upon time and place. Meetings may be “virtual”, permitting the Board to conduct business via the ACORN COMMONS.

Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.

Section 4: Terms. All Board members shall serve 1 year terms, but are eligible for re-election.

Section 5: Quorum. A quorum must be attended by at least 50% of the Board members before business can be transacted or motions made or passed.

Section 6: Notice. An official Board meeting requires that each Board member have written notice two weeks in advance.

Section 7. Officers and Duties. There shall be three officers of the Board consisting of a Chair, Vice Chair, and Treasurer. Their duties are as follows: The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, and Treasurer.

The Vice-Chair will chair committees on special subjects as designated by the board.

The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be send out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 9: Resignation, Termination, and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if she/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be send out by the Secretary to each Board member postmarked two weeks in advance.

ARTICLE V - COMMITTEES

Section 1: The Board may create committees as needed. The Board Chair appoints all committee chairs.

Section 2: The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members, and the public.

ARTICLE VI - AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements. These Bylaws were approved at a meeting of the Board of Directors of _________ on ___________________, 2006.

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