Recovery in Motion, Inc. (RIM)


Adopted June 2013, revised Dec. 20, 2014

Article 1 – Name & Purpose

Section 1.1: Name of the Corporation

The name of the Corporation is Recovery in Motion, Inc. (RIM)

Section 1.2: Purpose

The Corporation is organized exclusively for charitable, educational, and healthy living purposes within the meaning of Section 501(c)3 of the Internal Revenue Code of 1986. The Corporation shall be operated exclusively for the promotion of the common good and general welfare of the people of the community. No part of net earnings may pass to the benefit of any private individual.

Section 1.3: Mission

RIM’s mission is to provide resources for and by individuals with lived experience of mental illness and/or substance abuse in the Rappahannock Region who chose to share in their mutual recovery and growth.

Section 1.4: Vision

The vision of RIM is a community with a well-informed, collaborative, supportive and holistic approach to mental health.

Article 2 - Location

The initial office of the corporation will be at 530 George St., Fredericksburg, VA 22401.

Article 3 - Membership

Section 3.1: Full Members. Full Members are individuals age 18 and over who have personally experienced mental illness and/or substance abuse; who agree with the RIM Code of Conduct; and who have provided necessary contact information.

Section 3.2: Support members are individuals who support RIM goals, activities and values but who have not identified that they have personal experience of mental illness or substance abuse or who have not become full Members.

Section 3.3: Termination of Membership

Section 3.3.1: By absence or request. A Member’s request to withdraw from membership and its benefits will be honored immediately. Policies and Procedure may also define conditions in which a person’s extended absence or loss of contact may cause RIM to drop their membership. In these cases, the Member may request to rejoin at any later time.

Section 3.3.2: Involuntary. Serious or consistent breaches of the Code of Conduct or engaging in other activity that seriously harms the interests or purposes of RIM may cause a person’s membership to be put on probation or dropped. If the Member faces loss of membership, then the Member must be notified in writing and given an opportunity to respond, with the Board or Director having final deciding authority

Article 4 – Membership Meetings

Section 4.1: Monthly activity center planning meetings. There will be monthly meetings to identify and coordinate plans for the activity center. Generally activities will focus on social, emotional, educational, recreational, and support activities.

Both full and support members are encouraged to participate in discussions. All activities and programs recommended must conform with RIM Articles, By-laws, Policies and Procedures and current budget.

Section 4.2: Quarterly Community Meetings. These meetings shall rotate among various population centers of the Rappahannock Region, often in different counties or city. These meetings are to better enable mutual exchanges between the community and RIM about needs, resources, services, hopes and plans in support of mental health.

Section 4.3: Annual Membership Meeting. The Annual Membership Meeting will generally be conducted in accordance with Roberts Rules of Order, Revised Brief Edition.

Section 4.3.1: Time. This meeting will normally be held in the Fall.

Section 4.3.2: Purpose. The meeting shall be to pRIMarily: elect Board Members for the next year; receive an annual report from the Director; identify priorities for the next year; and, adopt the budget for the next year.

Section 4.3.3: Notice. A notice of the time, place, and agenda of the annual meeting must be sent to each Member at least fourteen days prior to the date of the meeting. (Notice may be by mail or electronic notice.)

Section 4.3.4: Voting. A quorum exists with one-fourth (1/4th) of Full Members. A majority vote shall carry a motion, except in the case of removal of an officer or Board member for cause, or a change to the By-laws or Articles of Incorporation, or to dissolve RIM. In these specific cases a 2/3 vote is needed.

Article 5 - Governing Board

Section 5.1: Board Positions.

A. President

B. Vice-President

C. Treasurer

D. Secretary

Board membership shall also include Chairs of standing committees and individuals from a variety of geographical, ethnic, professional and socio-economic backgrounds.

Section 5.2: Membership. A majority of the Board members shall be Full Members as defined in Article 3, Section 1. Support members serving on the Board will be voting members.

Section 5.3: Terms and elections. At least and approximately half of the initial Board will be appointed by the Incorporators and will serve through 2014. The other half will serve through 2015. Subsequently, all terms will run for two years except for mid-term appointments needed to fill vacancies. After two full terms, an individual must remain off the Board for at least one year. Board members are elected at the Annual Membership Meeting. Vacancies that occur during a term shall be filled by an appointment by the Board members for the remainder of the term.

No Board member shall be paid for attendance at Board meetings although he or she may be reimbursed for out-of-pocket expenses related to their duties.

Section 5.4: Board Meetings. Meetings will generally be at a consistent time and location and be held at least every three months. Notification of time, place and agenda will normally be sent to Board members at least a week before the meeting.

Section 5.5: Quorum and Voting. Presence of the President or Vice-President, including at least half of the Board, will constitute a quorum for voting. Members may be considered present through electronic devices that at least convey two-way sound. Board meetings will generally be conducted in accordance with Roberts Rules of Order, Revised Brief Edition. Actions voted on by the Board will require a simple majority of those present except as specified elsewhere in these By-laws.

Section 5.6: Open Meetings. All meetings shall be open to all members and the public although the Board may elect to restrict statements by non-Board attendees to a specific length of time and portion of the agenda. The Board may vote to address sensitive personnel or legal matters in closed session.

Section 5.7: Conflicts of interest. Any member of the Board must explicitly identify any potential or actual conflict of interest affecting self or close friend or family member before voting on the issue in question. If a real, or potential, conflict is determined to exist, then the member may not vote on that issue.

Section 5.8: Powers and Duties. The Board shall make major policy decisions, address long-range planning issues, make committee chair appointments, raise money to support RIM activities, hire and give general direction to the Director, and such other functions as may be deemed needed that conform with the Articles, other By-laws, and governmental statutes.

Section 5.9: Absences and Resignations. Any Board member who misses more than half of regularly scheduled meetings within a year without justifiable cause shall be notified that their continued tenure is in question. If this pattern continues they may not remain on the Board. A Board member who wishes to resign is encouraged to give advance notice and to assist in finding a replacement if possible.

Section 5.10: Personal Liability Protection. The Articles of Incorporation offer some protection to Board members. In addition, RIM will carry Directors and Officers Liability Insurance for acts of either commission or omission. Board member attention to their responsibilities is important.

Article 6 - Officers

Section 6.1: Officers. The officers of this corporation will be President, Vice-president, Secretary, and Treasurer.

Section 6.2: Election. Board officers will initially be selected by the Incorporators. Half of the Board members will serve through 2014 and the others through 2015. At subsequent Annual Meetings, members will elect officers as needed. The Director is a hired employee and serves for the duration of the employment contract and in conformance with Policies and Procedures that shall be adopted by the Board.

Section 6.3: Removal. Any officer may be removed from that office for cause by a vote of 2/3 of the Board at any meeting of the board, provided that the notice of intention to consider said removal has been included in the meeting agenda notification. A person holding an office from which he or she faces unwilling removal must be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.

Section 6.4: Duties. Any officer may be assigned duties by the Board as needed in addition to those identified in Policies and Procedures adopted by the Board and as listed below. Each officer will attempt to identify and nurture prospective individuals to replace themselves as they near the end of their term and will facilitate the transition to the new office-holder.

The President shall preside at all meetings of the board and at the Annual Membership Meeting. He or she will execute on behalf of the corporation all contracts or other written documents that may be required or authorized by the Board.

The Vice-president shall act in the absence or disability of the President and perform such other duties as may be assigned to him or her by the President of the Board.

The Secretary shall be responsible for keeping the corporate records. He or she will give notices of meetings of the board and all other notices required by law or by these bylaws. If duties are delegated, the Secretary will ensure that the duties are performed.

The Treasurer shall have general charge of finances of the corporation. He or she will present to the Board and Members such financial reports as the Board may require. Although others may be employed to assist with financial matters in accordance with Financial Policies and Procedures that the Board shall adopt, the Treasurer has ultimate responsibility for reviewing and approving such records.

Article 7 - Standing Committees

Section 7.1: General. Unless specified otherwise in these By-laws, the President appoints chairs of standing committees and considers the advice of Full Members of a given committee. Each Standing Committee will consist of at least two Full Members and a majority of the committee members must be Full Members. The Director and staff are available to assist the committees in their work.

Section 7.2: Executive Committee. This committee will be chaired by the President and consists of all Officers. It may be convened by the President to handle issues that need attention in managing the affairs of the corporation during the intervals between regular meetings of the board. Decisions that involve new policy are subject to review and revision at the next full Board meeting.

Section 7.3: Budget and Finance Committee. This committee will be chaired by the Treasurer and will meet at least quarterly at a time that permits it to prepare reports for regular Board meetings. This committee will help to develop fiscal policies and procedures for the organization and then oversee and monitor them. It will develop an annual budget and occasional multi-year financial plans to recommend to the Board.

Section 7.4: Fund-raising Committee. All Board members are automatically members of this committee. The President is its chair and may call it into session adjacent to Board meetings. This committee assists in the implementation of an annual and multi-year funding strategy for the corporation. While much or all grant-writing work may be done by the Director, this Committee will help to raise funds by such means as personal giving and networking and identifying and leading volunteer fund-raising activities.

Section 7.5: Membership and Publicity Committee. This committee pRIMarily works to help identify and implement strategies for reaching new Members from diverse geographic, ethnic and socio-economic groups and treatment settings. It will meet at least twice annually.

Section 7.6: Program Committee. This committee pRIMarily works to 1) determine what Members most value and want; 2) report such findings to the Board; and 3) track progress towards identified Member goals. The Director assists this committee by developing the most responsive and effective programs that budgets and staffing permit. It will meet at least four times annually.

Article 8: Finances

Section 8.1: Fiscal Year. The Fiscal year shall be the same as the calendar year.

Section 8.2: Financial Report. An annual Financial Report and Balance Sheet shall be made available at the Annual membership meeting.

Section 8.3: Independent audit. All fiscal expenditures, income, and reports shall be subject to an annual review by an independent auditor.

Section 8.4: Budget. The Board shall have the authority to adjust the budget as a result of revenue surplus and/or shortfalls and in response to significant developments.

Section 8.5: Management of Funds. The Director and Budget and Finance Committee shall develop and maintain a written financial management system. This system will include, but will not be limited to 1) procedures for the collection, documentation and disbursement of funds upon proper authorization; 2) a system of checks and balances; and 3) a system of tracking, documenting and reporting to the Budget and Finance Committee and Board.