AMENDED AND RESTATED BYLAWS OF THE NATIONAL COUNCIL ON PROBLEM GAMBLING ARTICLE I NAME.

Transcription

1 AMENDED AND RESTATED BYLAWS OF THE NATIONAL COUNCIL ON PROBLEM GAMBLING ARTICLE I NAME SECTION 1.1 NAME. The name of this Corporation shall be The National Council on Problem Gambling. ARTICLE II OFFICES AND RECORDS SECTION 2.1 PRINCIPAL OFFICE. The principal office of the NCPG shall be the city of Washington, in the District of Columbia. The NCPG may also have offices at such other places, within or outside the District of Columbia, as the Board of Directors may from time to time appoint or its activities may require. SECTION 2.2 BOOKS AND RECORDS. The books of the NCPG, except such as required by law to be kept elsewhere, shall be kept at the principal office. Any member of the Board of Directors and any Member of the NCPG having voting rights (including any agent or attorney thereof in accord with District of Columbia law) shall have access to the books and records of the NCPG at any reasonable time. ARTICLE III MEMBERS SECTION 3.1 MEMBERS. There shall be three (3) categories of Members of the NCPG. These categories of Members shall be Organizational Members (as hereinafter defined), Individual Members (as hereinafter defined), and Affiliate Members (as hereinafter defined). SECTION 3.2 ORGANIZATIONAL MEMBERS. An "Organizational member" shall be defined as any corporation, partnership, proprietorship, municipality or other governmental agency, association, or educational institution organized under the laws of the United States, any State in the United States or any sovereign nation or political subdivision thereof that has applied for and been granted membership and has paid all required dues or fees associated with such application and membership. Each such Organization shall, by notice to the NCPG duly attested, designate a single individual, who shall act as official representative of such Organization, to exercise nominating and voting rights on Board elections and other decisions of the NCPG that require a vote on behalf of such Organization. A substitute representative may be designated by notice to the NCPG from the Organization s governing body, duly attested. Page 1 of 15

2 SECTION 3.3 INDIVIDUAL MEMBERS. An individual member shall be defined as any individual who has applied for, and been granted, membership and who has paid all required dues or fees associated with such application and membership. SECTION 3.4 AFFILIATE MEMBERS. Affiliate Membership is a status of Membership separate from and different than either individual or organizational membership in the NCPG. a. Affiliate Qualifications. Each Affiliate of the NCPG shall have its principal office in its home State and shall be legally qualified therein and under applicable Federal law as a non-profit entity, and in each year shall further meet the requirements for Affiliate membership as determined by the Board of Directors. There shall be no more than one (1) Affiliate from each State. b. Election of Affiliates. A non-profit entity from a State without any organization currently recognized as the Affiliate may apply for Affiliate membership. The Executive Director of the NCPG shall review applications for Affiliate membership with the Chair of the Affiliates Committee to determine if the applicant organization apparently meets the current requirements for Affiliate membership. On such a determination, the Affiliates Committee will review the application and make recommendations to the Board of Directors within thirty (30) days of the next regular or special meeting of the Board of Directors. At that meeting, the Board of Directors shall hold a vote either accepting or rejecting the applicant for Affiliate membership. c. Voting Rights of Affiliates. Each such Affiliate shall, in the manner described hereinbelow, designate a single individual, who shall be provided an Individual Membership by the NCPG and shall act on behalf of such Affiliate to exercise nominating and voting rights on Board elections and other decisions of the NCPG that require a vote. A substitute representative may be designated by notice to the NCPG from the Affiliate s governing body, duly attested. d. Responsibilities of Affiliate Members. Each Affiliate will be required to provide the following to the NCPG annually by a date specified by the Board of Directors: 1. Payment of annual dues as determined by the Board of Directors or a written request for a waiver from the payment of annual dues in a form stipulated by the Board of Directors. Requests for waiver of dues shall be reviewed and approved or declined by the Board of Directors. If declined, the dues must be paid within thirty (30) days of notice of the declination. 2. A copy of the Affiliate s most recent Form 990, 990EZ, or 999A as submitted to the IRS by the Affiliate or the Affiliate s most recent annual financial statement if no filing is required of the Affiliate by the IRS. 3. A letter signed by the President or other chief officer of the Affiliate designating the Affiliate s voting Representative. 4. A listing of the Affiliate s current officers and members of its governing board. e. Removal of Affiliate Member. An Affiliate Member shall not be removed as a Member of the NCPG except under the procedures specified under Article III, Section 3.5 of these Bylaws with the exception of violations of Article III, Section 3.4 (e) of these Bylaws. The following procedures are hereby established for violations of the provisions of Article III, Section 3.4 (d): 1. The Executive Director of the NCPG shall notify the Affiliates Committee of the NCPG of any violation of Article III, Section 3.4 (d). The Affiliates Committee shall review the circumstances of the violation and determine an appropriate remedy. The Executive Director shall give notice to the Affiliate Member of the nature of the violation, the remedy required by the Page 2 of 15

3 Affiliates Committee and shall provide the Affiliate Member thirty-five (35) days from the date of the notice to cure. Such notification shall be sent in writing by certified mail or receipted courier to the last address of record for that Affiliate. 2. If, at the end of thirty-five (35) days after the date of mailing of the notification the Affiliate Member has not remedied the violation of Article III, Section 3.4 (d), the National Council on Problem Gambling may terminate the Affiliate s membership by a majority vote of the Board of Directors. 3. All rights of an Affiliate Member in the NCPG shall cease on termination of Membership as herein provided. Any Affiliate, whose membership has terminated under the provisions of Article III, Section 3.4 (e) may reapply for Affiliate Membership under the provisions of Article III, Section 3.4 (b). f. Definition of State. For all purposes of this Article, the word State shall include the Fifty States, the District of Columbia and the U.S. Territories of Puerto Rico, U.S. Virgin Islands, Guam and American Samoa. SECTION 3.5 PROCEDURE FOR CENSURING OR EXPELLING A STATE AFFILIATE OF THE NATIONAL COUNCIL. With the exception of the violations and procedures specified in Article III, Section 3.4 of these Bylaws, the following procedures are hereby established for censuring or expelling a State Affiliate of the NCPG for violations of these Bylaws. If a violation of any provision of these Bylaws is alleged, a written complaint, signed by an officer, director or member of the NCPG; or, signed by an officer, director, or member of an Affiliate of the NCPG, shall be directed to the NCPG Affiliates Committee. The Affiliates Committee will then be required to act within thirty (30) days to determine whether to initiate the following procedures, which are exclusively the procedures that may be utilized for censure or expulsion. If the Committee votes to refrain from initiating the procedures or fails to act, the complaint shall stand as rejected and dismissed. a. Establish a Joint Committee consisting of five (5) members. Two (2) members shall be from the Affiliates Committee, appointed by the Affiliate Chair. Two (2) members shall be from the NCPG Board of Directors, but not members of the Affiliate Committee, and these shall be appointed by the President of the NCPG. A fifth member shall be selected by these four joint committee members. If the Joint Committee cannot agree on the fifth member within thirty (30) days, the fifth member will be appointed by the NCPG Board of Directors within the next thirty (30) days. b. This Joint Committee shall hear and determine any charges that an Affiliate violated these Bylaws. c. The Joint Committee must convene within sixty (60) days of the receipt of the written charges. A copy of the charges and the date for convening the Joint Committee shall be sent to the accused Affiliate by certified mail. d. The Joint Committee shall then hold a hearing of the charges giving full access to all parties to give evidence. The rules of procedure and evidence shall be at the fair and reasonable discretion of the Joint Committee. Decision shall be by majority vote of the Joint Committee. e. Within thirty (30) days of completion of the hearing, the Joint Committee shall render a written report with recommendation(s) to both the Board of Directors of the NCPG and to the Affiliates Committee. f. After receipt of the report, the Board of Directors shall consider the matter at its next scheduled meeting. Page 3 of 15

4 g. The Board of Directors, after receiving and reviewing the report of the Joint Committee, shall take such disciplinary action as the Board deems appropriate, or it may refer the matter back to the Joint Committee for further study and action with whatever guidance or comments the Board deems appropriate under the circumstances. When matters are returned to the Joint Committee for further action, the Joint Committee shall complete its work and report to the Board at the next regularly scheduled Board meeting. When the Board makes a final decision it shall advise the Affiliate in writing of its decision. These Bylaws shall govern the action of the Board with respect to quorum and voting in disciplinary matters. h. The written decision of the Board of Directors shall be mailed to the Affiliate by certified mail. If the decision requires action by the Affiliate, the Affiliate shall within forty-five (45) days notify the Board in writing whether it accepts or rejects the Board s decision. A failure or refusal to accept the Board s decision shall be deemed a resignation from the NCPG. i. Penalties that may be imposed by the Board of Directors by majority vote on a finding that a violation has occurred include, but are not limited to: 1. Loss of Affiliate status. 2. Loss of representation on the Affiliates Committee, if applicable. 3. Loss of representation on the Board of Directors of the NCPG, if applicable. 4. Termination of all association with the Affiliates and the NCPG. SECTION 3.6 DUES. The annual dues payable to the NCPG by members shall be in such amounts as may be determined from time to time by resolution of the Board of Directors. Dues, if any, shall be payable for the first year upon admission to membership and annually thereafter at such times as may be fixed by the Board of Directors. SECTION 3.7 MEMBERSHIP LISTS: MEMBERSHIP DATABASE. The membership list of the NCPG shall be available for inspections in the principal office of the NCPG by any director or Member of the NCPG having voting rights (including any agent or attorney thereof in accord with District of Columbia law) at any reasonable time. The NCPG shall also keep at the principal office of the NCPG a membership database containing the name and address of each Member. The membership database shall also contain all relevant information relating to the termination of a membership (whether voluntarily or involuntarily) and the date on which such membership ceased. SECTION 3.8 NUMBER OF MEMBERS. There shall be no limit to the number of Members the NCPG may admit, but Affiliate memberships are limited to one per State as set forth hereinabove.. SECTION 3.9 NON-LIABILITY OF MEMBERS. A Member of the NCPG shall not, solely because of such membership, be personally liable for the debts, obligations or liabilities of the NCPG. As such, the NCPG hereby indemnifies the members for, from and against any such liability based solely upon membership in the NCPG, and for any action undertaken in good faith to further the interests of the NCPG by any member, Director, Officer, agent or employee of the NCPG. SECTION 3.10 CERTIFICATES OF MEMBERSHIP. The Board of Directors of the NCPG may provide for the issuance of certificates evidencing membership in the NCPG. The certificates issued by the NCPG shall state on the certificate that the NCPG is a nonprofit mutual benefit corporation which may not make distributions of assets to its members except on dissolution. The certificates shall also state (i) that the transfer of membership is restricted, (ii) that a copy Page 4 of 15

5 of the transfer restrictions are on file with the Secretary of the NCPG, and (iii) that such restrictions are open for inspections by any Member on the same basis as the records of the NCPG. SECTION 3.11 TRANSFERABILITY OF MEMBERSHIP. Neither the membership in the NCPG nor any rights in the membership may be transferred for value or otherwise. SECTION 3.12 RESIGNATION AND REMOVAL OF INDIVIDUAL AND ORGANIZATIONAL MEMBERS. No provision of Section 3.12 applies to the Affiliate Members of the NCPG. a. Grounds for Termination. The Membership of a Member shall terminate upon the occurrence of any of the following events: 1. Upon his or her notice of such termination delivered to the President or Secretary or Executive Director of the NCPG personally or by mail or courier, such Membership to terminate effective upon the date of delivery of the notice or date of deposit in the mail, unless such notice states a later date prior to the expiration of membership.. 2. Upon a determination by the Board of Directors that the Member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the NCPG. 3. Upon a failure to renew his or her Membership by paying dues on or before the due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such Member by the Secretary of the NCPG. A Member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the Member s receipt of the written notification of delinquency. b. Procedure for Expulsion. Following determination that a Member should be expelled under subparagraph (a)(2) of this SECTION, the following procedures shall be implemented: 1. A notice shall be sent by first-class or registered mail to the last address of the Member as shown on the NCPG's records, setting forth the expulsion and the reasons therefore. Such notice shall be sent at least forty-five (45) days before the proposed effective date of the expulsion. 2. The Member being expelled may request an opportunity to be heard, either orally or in writing. Such request must be submitted to the NCPG within forty-five (45) days of receipt of a notice of expulsion. Upon receipt of such a request, the President shall appoint a hearing panel consisting of three (3) members of the Board of Directors. They shall conduct a hearing within a reasonable time period. Their report and recommendation for or against expulsion shall be mailed to all members of the Board of Directors who shall review the report and submit a written vote to expel or not expel the Member. If a majority of the Board requests a full hearing by the Board of Directors, it shall be scheduled. Otherwise, the decision of the Board on the record produced by the Hearing Panel shall be final. 3. Any Member expelled from the NCPG shall be entitled to a pro-rata refund of dues paid for the balance of the period of the dues payment remaining after the date of expulsion. All rights of a Member in the NCPG shall cease on termination of Membership as herein provided. Page 5 of 15

6 ARTICLE IV MEETINGS OF MEMBERS SECTION 4.1 ANNUAL MEETING. An annual meeting of the Members shall be held during each calendar year on such date, at such time, and at such place as may be determined by the Board of Directors, for the purpose of transacting such business as properly may come before the meeting. The time and place of the annual meeting will, whenever feasible, coincide with the annual conference on problem gambling so as to favor broad attendance of Members. At the annual meeting, the Treasurer shall present a report showing the whole amount of real and personal property owned by the NCPG, where located, and where and how invested; the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of acquisition; the amount applied, appropriated or expended during the year immediately preceding such date; and, the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made. This report shall include the names and addresses of the individuals, organizations, and affiliates who have been admitted to membership in the NCPG during such year. The full report shall be filed with the records of the NCPG and an abstract thereof entered in the minutes of the proceedings of the annual meeting. The Executive Director shall also furnish a report at the Annual Meeting highlighting the NCPG s goals and accomplishments for the preceding year and objectives for the coming year. SECTION 4.2 SPECIAL MEETINGS. Special meetings of the Members for any purpose or purposes, including the above named purposes of an annual meeting, may be called by the President or by the Board of Directors, at the request in writing of not less than one-third of the Members. Such request shall state the purpose or purposes of the proposed meeting. SECTION 4.3 PLACE OF MEETING. The Board of Directors may designate any location, either within or outside the District of Columbia, for any annual meeting or special meeting of the Members. The Board will make reasonable efforts to hold such meetings during weekends at different locales throughout the country to encourage participation of Members. SECTION 4.4 NOTICE OF MEETING. Official Notice stating the place, day and hour of any meeting of Members shall be sent to Members not less than thirty (30) before the date of such meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. SECTION 4.5 QUORUM. One-third of the Members shall constitute a quorum at any meeting and, except as otherwise may be required by these Bylaws, the act of a majority of the Members present at any meeting, at which a quorum is present, shall be the act of the Members. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time without further notice. Page 6 of 15

7 SECTION 4.6 PROXIES. Members may vote in person or by written and signed proxy. Those eligible to receive one s proxy vote must be a designated member of the NCPG who shall be present at the meeting. ARTICLE V BOARD OF DIRECTORS SECTION 5.1 GENERAL POWERS. The property, affairs and business of the NCPG shall be managed and controlled and all corporate powers, except as otherwise specified in these Bylaws, shall be exercised by or under the authority of its Board of Directors. The Board of Directors shall have the power to solicit, accept and receive funds and property for corporate purposes. SECTION 5.2 NOMINATION, ELECTION, NUMBER AND TENURE OF DIRECTORS. a. In January of each year the President shall name a Nominations and Elections Committee consisting of five (5) NCPG members of which at least one (1) shall be an individual member, one (1) an Affiliate Representative, one (1) an Organizational member designee, and one (1) a current Board member. Only one (1) member of the Nominations and Elections Committee shall be a current Board member. The President shall appoint one member of the Nominations and Elections Committee as Committee Chair. b. As of June 25, 2008 the Board of Directors will consist of fifteen (15) members. Nine (9) members will be current Representatives of Affiliates, three (3) members will be current Individual members, and three (3) members will be current Designees of NCPG Organizational members. c. The terms of office of the Board members shall be three (3) years, except that the terms of office commencing on June 25, 2008 shall run as follows: three (3) affiliate directors, one (1) individual director and one (1) organizational director shall be elected for a three-year (3) term; three (3) affiliate directors, one (1) individual director and one (1) organizational director shall be elected for a twoyear (2) term; and three (3) affiliate directors, one (1) individual director and one (1) organizational director shall be elected for a one-year (1) term. Directors may serve a maximum of two (2) consecutive three (3) year terms effective June 25, Members may reestablish eligibility for service as a Board Member after a minimum of one (1) year s absence from the Board. d. The Nomination and Elections Committee shall develop a ballot to be distributed to the membership at least thirty (30) days prior to the Annual Meeting. The Nomination and Elections Committee shall solicit a list of nominees at least equal to the number of vacancies from the Affiliates. The Nomination and Elections Committee shall separately solicit a list of nominees at least equal to the number of vacancies from Individuals and Organizations. Individual Members may only nominate candidates for Individual Director positions. Organizational Members may only nominate candidates for Organizational Director positions. Affiliate Representatives may only nominate candidates for Affiliate Director positions. e. No person shall be eligible for election to a Board position without serving as an Individual Member or Affiliate Representative or Organizational Representative, or any combination of such service for the three (3) most recent consecutive years. In addition, no person shall be eligible for election to a Board position without having at least one (1) year service as a prior NCPG Board Member, Advisory Board Member, Affiliate Representative, or on any NCPG Committee or combinations of Committees during the three most recent years. f. No nominee may be placed on the ballot for more than one (1) Board position in any election. Page 7 of 15

8 g. At least three (3) months prior to the Annual Meeting, the Nominations and Elections Committee shall establish the procedures for nominating and electing Board Member candidates and shall begin the nomination and election process. Each Individual, Organizational, and Affiliate Member shall be notified of the Call for Nominations and the procedures to be followed. Any Member may submit nominations. The Nominations and Elections Committee will review to ensure minimum qualification of all names submitted, will confirm the willingness of each potential nominee to serve and will solicit other candidates when deemed necessary. All nominees who are willing and qualified to stand for election for any given position must be listed on the election ballot. h. At least thirty (30) days prior to the annual meeting, the Nominations and Elections Committee shall distribute the ballot to each Member with instructions for voting. i. The election of Board Members shall occur prior to the Annual Meeting by a secure method specified by the Nominations and Elections Committee. Candidates with the highest number of votes in each Board position shall be declared winners. The results of the election shall be announced as the first order of business of the Annual Meeting and the new Directors shall take office at the adjournment of the Annual Meeting. SECTION 5.3 CODE OF CONDUCT. The Board of Directors will establish a Code of Conduct for Directors of the NCPG. All Directors will be required to comply with the Directors Code of Conduct as established by the Board of Directors of the NCPG. SECTION 5.4 REGULAR MEETINGS. A regular annual meeting of the Board of Directors shall be held, without other notice than this Bylaw, concurrent with and at the same place as, the annual meeting of Members. The Board of Directors will meet regularly at least on a semi-annual basis. The Board of Directors may provide by resolution, at a regular or special meeting, the time and place, either within or outside the District of Columbia, for the holding of additional regular meetings of the Board of Directors with notice of place, time and date established not less than thirty (30) days prior to the meeting. The Board will make reasonable efforts to hold regular meetings at dates and locations which will encourage attendance of Board Members. Members may attend by telephone or other electronic means permitted under the laws of the District of Columbia. SECTION 5.5 SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held whenever called by the President of the Board of Directors or by three (3) of the Directors. Notice of each such meeting shall be mailed to each Director of the Board, addressed to their residence or usual place of business, on a day not later than fifteen (15) days in advance of the meeting date, or shall be delivered personally by telephone, telefax or via electronicmail/internet no less than five (5) working days prior to such meetings. Every such notice shall state the time, place, and purposes of the meeting. Members may attend by telephone or other electronic means permitted under the laws of the District of Columbia. SECTION 5.6 QUORUM, MANNER OF ACTION AND PROXIES. A majority of the Board of Directors shall constitute a quorum for the transaction of business at such meeting, and, except as otherwise required by these Bylaws, the act of a majority of the Directors present at any meeting, at which a quorum is present, either in person or by electronic and voice communication, shall be the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a Page 8 of 15

9 quorum is established. The Directors shall act only as a Board and Directors shall have no power individually. No Director shall be represented at any Board meeting by proxy. SECTION 5.7 RESIGNATION AND REMOVAL OF DIRECTORS. Any Director may resign at any time by giving written notice to the President or Secretary of the NCPG or to the Board of Directors. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed from office at any time for cause after a hearing by the Board of Directors by the affirmative vote of a majority of the Directors at a regular meeting at which a quorum is present. SECTION 5.8 VACANCIES In case any vacancy shall occur in the Board of Directors because of death, resignation, or removal the Board of Directors may, at any regular meeting or special meeting, by a vote of a majority of the Directors then in office, elect a Director with proper qualification for the category of membership in which the Board vacancy exists, to fill such vacancy for the un-expired portion of the term. Directors so elected shall hold office until their successor shall be duly elected. SECTION 6.1 OFFICERS. The Officers of the NCPG shall be: President; President Elect; Treasurer; Secretary. ARTICLE VI OFFICERS All of the above listed principal officers shall be Directors and no individual may hold more than one office. SECTION 6.2 OFFICER ELECTION PROCEDURES AND TERM OF OFFICE. a. The Nominations and Elections Committee shall establish the procedures for nominating and electing candidates. b. For the initial election of Officers under these Bylaws, the election of Officers shall occur at the first meeting of the Board of Directors following the Annual Meeting of the NCPG, and shall be the first order of business of the meeting. Voting shall be by written, secret ballot. The Candidate with the highest number of Director s votes for each position shall be declared the winner in each case. Following the initial election of Officers under these Bylaws, the election of Officers other than the President shall occur at the first meeting of the Board of Directors following the Annual Meeting of the NCPG, and shall be the first order of business of the meeting. Voting shall be by written, secret ballot. The Candidate with the highest number of Director s votes for each position shall be declared the winner in each case. The President Elect automatically assumes the Office of President at the conclusion of the term. c. If one of the members of the Nominations and Elections Committee is himself or herself nominated for office, he or she will disqualify himself or herself from participation in Committee activities related to the election of the office for which the Committee member has been nominated. Page 9 of 15

10 d. Each Officer shall take office at the end of the first meeting of the Board of Directors following the Annual Meeting of the NCPG, and shall hold office until the end of the term of office. e. The term of each office shall be as close to one year as possible, while conforming to the scheduling of the Annual Meeting of the Board of Directors. The President and President Elect shall not serve consecutive terms and the President Elect shall not be reelected unless the President Elect fulfilled an unexpired term of the previous President. The President Elect automatically assumes the Office of President at the conclusion of the term. The Treasurer and Secretary may be reelected. SECTION 6.3 RESIGNATION AND REMOVAL OF OFFICERS. Any Officer may resign at any time by giving written notice to the President or Secretary of the NCPG or to the Board of Directors. Any such resignation shall take effect at the date of the receipt thereof or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Officer may be removed, either with or without cause by a twothirds vote by the board of directors at any regular or special meeting thereof. An officer who is removed as a Director shall automatically stand as removed thereby from the position as an officer. SECTION 6.4 VACANCIES. A vacancy in any office because of death, resignation, removal, or otherwise, may be filled, for the unexpired portion of the term, by the Board of Directors at its next meeting. Notwithstanding the foregoing, if the position of President shall become vacant, the President-Elect shall ascend to the office of President and tbe Board of Directors may then fill the office of President-Elect for the balance of the unexpired term. SECTION 6.5 DUTIES OF OFFICERS. a. PRESIDENT. The President shall preside at all meetings of the Members of the NCPG and of the Board of Directors. As the principal executive officer of the NCPG, the President shall in general supervise and oversee all of the activities and affairs of the NCPG. The President shall be given notice of, and shall have the right to attend all committee meetings, but, unless designated as a regular member of a committee, the President shall be under no obligation to attend its meetings and shall not be counted to determine the number necessary to make a quorum or to determine whether or not a quorum is present nor shall the President cast a vote in any committee unless designated as a regular member thereof. The President shall perform such other duties as from time to time may be assigned to this office by the Board of Directors. b. PRESIDENT ELECT. In the absence of the President or in the event of the President's inability or refusal to act, the President Elect shall perform the duties of the President, and, when so acting, shall have all the powers of and shall be subject to all the restrictions upon the President. The President Elect shall perform such other duties as from time to time may be assigned to the President Elect by the Board of Directors or by the President. c. TREASURER. The Treasurer shall have charge and oversight of and be responsible for the accounting for all funds and securities of the NCPG, and in cooperation with the Executive Director, or other designated person, receive, and give receipts for, monies due and payable to the NCPG from any source whatsoever, and deposit all such monies in the name of the NCPG in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article X of these Bylaws; serve as Chair of the Finance Committee, and in general perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned by the Board of Directors or by the President. After audit/financial review and approval by the Board of Directors, the Treasurer shall present to the members annually a summary statement of the financial standing of the NCPG. d. SECRETARY. The Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors in books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; be custodian of the corporate records and of the Page 10 of 15

11 seal of the NCPG and see that the seal of the NCPG is affixed to all official documents and attest such official documents, the execution of which on behalf of the NCPG under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each Member and Director which shall be furnished to the Secretary by such Member or Director; and perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned by the Board of Directors or the President. ARTICLE VII THE AFFILIATES COMMITTEE SECTION 7.1 THERE SHALL BE AN AFFILIATES COMMITTEE OF THE NATIONAL COUNCIL ON PROBLEM GAMBLING. This shall be a standing committee composed of at least one designated representative from each recognized Affiliate Member. SECTION 7.2 CHAIR PERSON. The representatives to this committee shall elect a Chairperson for a term of one (1) year. The election shall be held at the Affiliates Committee meeting held concurrent with the Annual Members meeting and the newly elected Chairperson shall take office at the end of that meeting of the Affiliates. SECTION 7.3 RESPONSIBILITIES. The function of the Affiliates Committee is to make recommendations to the Board of Directors on all policy and program matters that affect the activities of the Affiliate Members. Affiliate Members are essential links in the National Council's commitment to increase awareness among the general public, professional groups and legislative forums that compulsive/pathological gambling is a treatable illness; to encourage research that serves to reduce the prevalence of problem gambling among youth and adults; and to assist those who have gambling-related problems and their families. An additional function of the Affiliates Committee is to assist in the formation and development of new Affiliate Members. The Affiliate Chair shall assign a member of the Affiliates Committee to assist new or prospective affiliate organizations in the process of becoming an affiliate of the NCPG. SECTION 8.1 STANDING COMMITTEES. ARTICLE VIII OTHER COMMITTEES AND ADVISORY BOARD Standing Committee Chairs shall be appointed annually by the President, with the approval of the Board of Directors. Such Committees shall be composed of Members of the NCPG and at least one Director of the Board. Minutes shall be kept of each meeting of each committee. Standing Committees and their duties shall be as follows: a. The Nominations and Elections Committee shall be created and fulfill those responsibilities as defined in Article V, Section 5.2 and Article VI, Section 6.2 of these Bylaws. b. The Finance Committee shall consist of five (5) Members who shall include the Treasurer serving as Chair. The Committee shall be responsible for overseeing the financial operations and the budget of the NCPG. Page 11 of 15

12 c. The Bylaws Committee shall consist of at least three (3) Members of the NCPG. The Committee shall be responsible for recommending amendments of the Bylaws, as needed, to accurately define the structure and function of the NCPG as needed. d. The Development Committee shall be responsible for fund raising activities for the NCPG. e. The Membership Committee shall be responsible for increasing and maintaining membership in the NCPG. f. The Research Committee shall be responsible for establishing relationships with other entities (private and public) to further research on problem gambling. SECTION 8.2 AD HOC COMMITTEES. The Board of Directors in its discretion may establish ad hoc committees as it considers necessary or desirable, with such duties as may be appropriate for the purpose of the particular committee; provided that such duties are not inconsistent with these Bylaws. Only the Chairperson of these ad hoc committees need be a Member of the NCPG or of the Board of Directors. Ad Hoc Committee Chairs will be appointed annually by the President with approval of the Board of Directors. Members of ad-hoc committees shall be selected consistent with the purposes for which the committee is established. Minutes shall be kept of each meeting of each committee. SECTION 8.3 ADVISORY BOARD. The Board of Directors may appoint any individual to an Advisory Board of the NCPG. The Advisory Board shall counsel and advise the Board of Directors and Officers of the NCPG, at the discretion of the Advisory Board and its Officers, on matters of importance to the NCPG and shall serve generally to support the NCPG in its various activities. Such Advisory Board Members shall ordinarily serve one-year (1) terms, subject to reappointment, at the discretion of the Board of Directors. SECTION 9.1 ARTICLE IX COMPENSATION OF MEMBERS, DIRECTORS AND OFFICERS None of the Members, Directors or Officers of the NCPG, other than the Executive Director shall receive any compensation whatever for their services, but any Member, Director or Officer may be reimbursed for expenses incurred in connection with the activities of the NCPG. The limits for reimbursable expenses authorized herein may be established by the Board of Directors. SECTION 9.2 EXECUTIVE DIRECTOR. The Board of Directors may appoint and employ an Executive Director and staff as set forth in this Article. No Executive Director or staff member shall be a member of the Board of Directors. The Executive Director shall be the Chief Operating Officer of the NCPG. The Executive Director shall serve at the pleasure of the Board of Directors and be subject to its general control and direction. In general, the Executive Director shall have all of the powers and perform all of the duties incident to the office of general manager together with such other powers and duties as may from time to time be properly prescribed by the Board, except that the Executive Director may not serve as Secretary of the NCPG. Under the supervision and oversight of the President, the Executive Director shall be responsible for the day-to-day management of the activities and affairs of the NCPG, including, without limitation, the management of personnel. The Executive Director shall be an employee of the NCPG whose appointment Page 12 of 15

13 and conditions of employment will be approved by a majority vote of the Board of Directors. The Executive Director shall be present as a non-voting member at all regular and special meetings of the NCPG Membership and Board of Directors. SECTION COMPENSATION. The Board of Directors shall fix the compensation of the Executive Director and any other subordinate managers as may be appointed. SECTION 9.4 RESIGNATION An Executive Director may resign with or without stating a reason therefore at any time by giving written notice to the Board of Directors or the President. Such resignation shall take effect at the time specified in the notice, or, if no time is specified, on delivery. SECTION 10.1 CONTRACTS, ETC ARTICLE X CONTRACTS, LOANS, CHECKS, DRAFTS, BANK ACCOUNTS. The Board of Directors may authorize any Officer or Officers or agent or agents of the NCPG to enter into any contract or execute and deliver any instrument in the name and on behalf of the NCPG, and such authority may be general or confined to specific instances; and unless so authorized, no Officer, agent or employee shall have any power or authority to bind the NCPG by any contract or engagement or to pledge its credit or to render it liable pecuniary for any purpose or to any amount. SECTION 10.2 LOANS. No loan shall be contracted on behalf of the NCPG, and no negotiable paper shall be issued in its name, unless authorized by the Board of Directors. When authorized to do so, any Officer or agent of the NCPG may effect loans and advances at any time for the NCPG from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the NCPG, and for any and all loans, advances, indebtedness and liabilities of the NCPG, may mortgage, pledge, hypothecate or transfer any real or personal property at any time held by the NCPG and to that end execute instruments or mortgage or pledge or otherwise transfer said property, provided, however, that any sale, mortgage or lease of real property, shall be in accordance with the provisions of the Not-for-Profit Corporation Law of the District of Columbia. Such authority may be general or confined to specific instances. SECTION 10.3 CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the NCPG shall be signed by such person or persons and in such manner as shall, from time to time, be determined by the Board of Directors. SECTION 10.4 DEPOSITS. All funds of the NCPG shall be deposited to the credit of the NCPG under such conditions and in such banks, trust companies or other depositories as the Board of Directors may designate, and for the purposes of such deposit any person or persons to whom such power is delegated may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the NCPG. Page 13 of 15

14 ARTICLE XI FISCAL YEAR The fiscal year of the NCPG shall begin on the first day of January and end on the thirty-first day of December in each year. ARTICLE XII CORPORATE SEAL The seal of the NCPG shall be in the form of a logo and shall bear the words and figures: THE NATIONAL COUNCIL ON PROBLEM GAMBLING, INC. CORPORATE SEAL. ARTICLE XIII INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES a. Each Director, Officer, Member, agent and employee shall be indemnified by the NCPG to the greatest extent permitted by the laws of the District of Columbia against expenses actually and necessarily incurred by any of them in connection with the defense of any action, suit or proceeding not instituted directly by the NCPG in which they are made a party by reason of their being or having been a Director, Officer or employee of the NCPG, except in relation to matters as to which they shall be adjudged in such action, suit or proceeding to have acted in bad faith in the performance of their duties as such Director, Officer or employee. b. The provisions of this Article shall be in addition to and not in limitation of any other rights, indemnities or limitations of liability. SECTION 14.1 ARTICLE XIV AMENDMENT OF BYLAWS These Bylaws may be amended or repealed by approval of two-thirds of the Membership casting ballots on proposed amendments or repeal of these Bylaws. SECTION 14.2 NOTIFICATION. Proposed bylaw amendments must be provided to each Member at least two weeks prior to the voting deadline. SECTION 15.1 ARTICLE XV AMENDMENT OF ARTICLES OF INCORPORATION Proposed amendments to the Articles of Incorporation shall be approved by two-thirds of the Membership casting ballots on proposed amendments. Page 14 of 15

15 SECTION 15.2 Such proposed amendments must be provided to each Member at least two weeks prior to the voting deadline. SECTION The amendment of the Articles of Incorporation shall in all other respects be governed by the laws governing nonprofit corporations in the District of Columbia. ARTICLE XVI PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern NCPG in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the organization may adopt. ARTICLE XVII DISTRIBUTION OF ASSETS ON DISSOLUTION No member, director or officer of the NCPG, nor any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the NCPG, or the winding up of its affairs. Upon such dissolution or winding up, all of the remaining assets of the NCPG (after payment of all of the outstanding obligations of the NCPG and of the expenses of winding up of the affairs of the NCPG), shall be distributed to such organizations or associations as designated by the then Board of Directors; provided, however, that such organization or association shall be an organization organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE XVIII TRANSITION These Bylaws shall be in effect from the time of passage; however, the Officers and Board serving at the time of passage shall retain the power and authority for the operation of the NCPG until the Officers and Board created by these Bylaws are seated. This Article expires at the time the Officers and Board created by these Bylaws are seated. Page 15 of 15