Bylaws

Organizational By-Laws

Adopted by the NAADAC Oregon (now Oregon Association of Addiction Professionals or ORAAP) Board of Directors on: September 17, 2020

NOTE: On June 9, 2022, the board voted to change the name of the organization from NAADAC Oregon to the Oregon Association of Addiction Professionals (ORAAP).

ARTICLE I: NAME AND LEGAL STATUS

NAME: The Board of Directors shall maintain the name “Oregon Association of Addiction Professionals” (hereafter ORAAP) as a non-profit corporation or other authorized non-profit entity such as a mutual benefit association under the laws of the Oregon, pursuant to all applicable Oregon laws and regulations as well as Federal laws and regulations, recognizing that when ORAAP was reinstated in 2019 with the Oregon Secretary of State that the organization was called NAADAC Oregon. The Board of Directors will ensure that all documents related to the legal status of ORAAP are continuously maintained in the appropriate ORAAP office.

TAX STATUS: The Board of Directors may obtain 501(c)-3 tax status or other appropriate IRS Code 501(c) status for ORAAP, pursuant to all applicable Federal laws and regulations, and if so such records and relevant tax documents will be continuously maintained in the appropriate ORAAP office.

AFFILIATION STATUS: The ORAAP Board of Directors shall continuously maintain membership of ORAAP in the NAADAC (The Association for Addiction Professionals) national organization and shall pay required dues for such affiliation from its treasury annually.

REGISTERED OFFICE: ORAAP shall continuously maintain in Oregon a registered office. The principal office of ORAAP shall be considered to be the location of the ORAAP President but ORAAP may have other office(s), at any suitable location(s) within Oregon, as may be designated by the Board of Directors.

REGISTERED AGENT: ORAAP shall continuously maintain in Oregon a registered agent who shall be a ORAAP Director or Officer.
FIDUCIARY RESPONSIBILITY: Neither ORAAP as an organization, its Board of Directors, nor any officer or member shall perform or authorize any action that could result in the elimination of ORAAP’s tax exempt or corporate status, or any Oregon or national affiliation agreement, unless the Bylaws are specifically amended by the membership to allow such action.

ARTICLE II: MISSION AND PURPOSES

The Mission of ORAAP shall be to advocate for competent, professional addiction counseling and peer support workforce and the services they provide.

The purposes of ORAAP shall be to:
Promote and encourage the organization of addiction professionals and peer support services in Oregon;
Foster public awareness of addictions as treatable disorders;
Promote and advocate for legal and medical reforms in the treatment of addictive disorders;
Advance the science of addictive disorders through research, study, and scholarship;
Elevate and maintain the standards of education for certification/licensure required to treat people with addictive disorders;
Elevate and maintain the standards of ethical and professional conduct in the provision of addiction treatment and recovery support services. Ethical standards for ORAAP are the MHACBO Code of Ethics and the NAADAC Code of Ethics. In case of a conflict between MHACBO and NAADAC, MHACBO, as the certification authority for addiction professionals in Oregon, will control;
Elevate and maintain the standards of honor, dignity, and integrity of addiction service providers;
Conduct Oregon conventions, regional seminars, and educational programs to increase the competence and knowledge of ORAAP members, allied health professionals, and the general public;
Represent the appropriate role of addiction professionals and peer support services at local and Oregon levels;
Engage in other related activities as are necessary or desirable to fulfill the purposes and objectives of ORAAP.

ARTICLE III: MEMBERSHIP CATEGORIES AND DUES

Membership in ORAAP shall be available to individual addiction professionals, peer support specialists, educators, allied health professionals, and other interested individuals, organizations, corporations, firms, and agencies who support the purposes and objectives of ORAAP.

MEMBERSHIP CATEGORIES: Qualifying individuals or organizations shall be admitted to one of seven membership categories:

Professional Membership shall be open to individuals who are licensed/certified in Oregon and engaged in the professional counseling and peer support services of people with addictive disorders, educators of addiction and human service professionals, and allied health professionals who are interested in addictions.

2. Associate Membership shall be open to individuals who are:

a. Working towards certification/licensure in the addictions profession, who have less than five (5) years of experience, as a Counselor-In-Training category and shall be limited to sixty (60) months.

b. Non-clinical professionals who wish to join ORAAP (e.g., probation officers, marketing representatives, public health workers, or others interested in the addiction profession) with no time limit to membership in this category.

3. Peer Recovery Support Specialist: Open to individuals who are credentialed/licensed/certified/registered peer recovery support specialists or recovery coaches.

4. Student Membership shall be open to students enrolled in a minimum of three (3) credit hours in Addictions Studies at an accredited college or university, or in a full or part time addictions-related internship through an accredited college or university.

a. Student Memberships that are granted to graduate students will be limited to the length of an individual’s graduate program at the time of enrollment.

b. A student is defined as not being paid currently for a professional position and at the same time as taking classes. This person would be considered a professional since they are being paid a professional wage.

5. Retired Membership shall be open to individuals who have retired from the addictions profession or recovery support and are no longer practicing.

6. Military Membership shall be open to all ORAAP members serving in active duty in the United States military.

7 . Honorary Membership may be granted to an individual or organization in recognition of outstanding service or special contributions to the addiction profession or recovery support and/or ORAAP to:

a. Current members who have served on the Board of Directors, chaired any standing committee with time and/or distinction, or been selected as Counselor of the Year, and have a minimum of 15 years in the Addiction Profession.

b. Any other individual, organization, agency, or program that is a current member and has aided or served ORAAP with time and/or distinction.

c. Non-members who have made a significant contribution to the formation, development, and/or advancement of ORAAP or the addictions profession in Oregon.

d. Honorary Membership status shall be granted upon nomination by a Board Member or Officer, and upon a 2/3 majority vote by the Board of Directors.

** Please Note: Honorary Membership status shall apply only to ORAAP membership and not to NAADAC membership unless it has been approved by NAADAC.

C. DUES STRUCTURE:

1. Professional and Associate dues are $110 annually and Peer Recovery Support Specialist are $94 annually (NAADAC national dues of $85 and affiliate dues of $9).

2. Military members and Honorary members of the Oregon affiliate are $85 annually (NAADAC national dues of $85 and no affiliate dues).

3. Students and Retired are $47.50 ($42.50 for NAADAC national dues and $5 for affiliate and dues).

D. ORGANIZATIONAL MEMBERSHIP shall be open to any agency or organization engaged in treatment, training, or general support of the addiction profession and recovery support, or which is concerned with and supports the purposes and objectives of ORAAP. Organizational Membership dues shall be $200 annually or $300 for two years.

E. APPLICATION FOR MEMBERSHIP: All individuals and entities who desire to become members of ORAAP shall complete and submit the application form required by NAADAC directly to NAADAC.

1. All applications shall be accompanied by the prescribed dues for the appropriate membership category specified on the application, which shall include membership in NAADAC.

2. Any willful misstatement on the application shall constitute grounds for automatic rejection of the application, or subsequent expulsion if the applicant was approved for membership prior to the misstatement being discovered.

F. SETTING OF FEES AND DUES: Membership dues shall be determined by resolution of the Board of Directors at the Annual meeting.

1. Any change in dues shall become effective following a minimum of sixty (60) day notice to the membership and to the NAADAC national office, or at the next regular renewal date after notice of change is sent to the members.

2. Dues that remain unpaid after thirty (30) days following notice to the member shall be considered delinquent, which shall result in termination of membership without additional proceedings.

G. METHOD OF PAYMENT: Annual dues shall be paid directly to NAADAC as follows:

1. Organizational Members shall remit their dues based on the effective date of their affiliation.

2. All other Members shall remit their annual dues based on the effective date of their membership.

H. VOTING PRIVILEGES:

Each current member in good standing shall be entitled to one vote in all ORAAP elections for the offices of President-Elect, Treasurer, and Secretary and such other officer and director positions as may be determined by the Board of Directors.
Each current Organizational member in good standing shall be entitled to one vote for the election of the Delegate representing the Organizational members on the Board of Directors in accordance with Article VI, section D of these Bylaws.

I. REPRESENTATION OF MEMBERSHIP: All current members in good standing shall have the right to identify and represent themselves as members of ORAAP and NAADAC and to display any insignia that has been designated by NAADAC for the use and identification of members.

J. REVOCATION OR TERMINATION OF MEMBERSHIP: Membership in any category may be revoked or terminated for cause upon action by the Ethics Committee in response to a valid complaint duly filed and adjudicated according to established procedures.

Appeal of a decision to revoke or terminate membership by the Ethics Committee may be made to the Executive Committee/Board of Directors by mailing notice of intent to appeal to the Executive Director/Board President according to the procedures established for appeals.
Procedures for termination of Organizational Members shall be developed and maintained by the Board of Directors.

K. REINSTATEMENT: Any individual or organization whose membership has been terminated for failing to remit their annual dues may reapply for membership pursuant to the provisions of these Bylaws.

L. RESIGNATION: A member may resign at any time by providing a written notice of resignation to the Executive Director/Board President.

All resignations shall become effective on the date the notice is received by the Executive Director/Board President unless the Executive Director/Board President accepts a later effective date.
Resignation shall not relieve the resigning member from the obligation to pay any dues previously accrued and unpaid.

M. REFUNDS: No dues shall be refunded to any individual who resigns or whose membership is revoked or terminated for any reason.

N. EFFECT OF MEMBERSHIP: When a new individual is admitted as a member of ORAAP, he or she shall automatically become a member of NAADAC.

ARTICLE IV: BOARD OF DIRECTORS

GENERAL AUTHORITY: The Board of Directors shall direct the affairs of ORAAP. The Board of Directors shall:
Approve the goals and strategies to be accomplished;
Monitor the achievement of the goals and strategies;
Allocate the necessary resources to achieve the goals and strategies;
Monitor to ensure the resources are used efficiently and effectively.

SPECIFIC POWERS: The Board of Directors shall be vested with all powers possessed by

ORAAP itself, including the power to:

Determine the policies of ORAAP;
Pursue the purposes and objectives of ORAAP;
Disburse ORAAP funds;
Adopt such rules and regulations as are deemed necessary or advisable for conducting ORAAP business, responsibility, and authority, insofar as the delegation of such authority is not inconsistent with or repugnant to the Articles of Incorporation, these Bylaws, or to any applicable law.
Receive ethics complaints made against members of ORAAP. Any ethics complaint against a member of ORAAP shall be referred to the Ethics Committee. If the Ethics Committee determines that there appears to be a reasonable basis for the complaint, it will be referred to the MHACBO Ethics Committee for action, with notice to the NAADAC National Ethics Committee, including results of outcome and disposition.

NUMBER OF DIRECTORS: The number of Directors constituting the entire Board of Directors shall be not less than one (1) nor more than fifty-one (51).

BOARD MEMBERSHIP: The ORAAP Board of Directors shall be composed of:
Five Officers, including the President, President-Elect, Immediate Past President, Secretary, and Treasurer.
Four Regional Directors designated to represent the East, West, North and South areas of the state. Specific areas of geographic responsibility for each Regional Director will be established by from each region in the Oregon.
A Legislative Representative.
One Student member from each region in the Oregon.
One Director elected by the Organizational Members voting as a group.
As many additional Directors deemed necessary to effectively manage ORAAP affairs, up to the maximum number specified.
Each Director shall be a current ORAAP member or retired member in good standing, except for Student and Organizational Directors.
Any and all vacancies that occur on the Board of Directors, whether by resignation, death, incapacity, or other reason(s) shall be filled according to the procedures for Special elections.

RESIGNATION: A Director may resign at any time by providing written notice of resignation to the ORAAP President. All resignations shall become effective on the date the notice is received by the President unless the President accepts a later effective date.

REMOVAL: Any Director may be removed from office by a two-thirds (2/3) majority vote of Directors present at any Annual or Special meeting of the Board of Directors at which a quorum is present, for:
Violating any of these Bylaws, or
Engaging in other conduct prejudicial to the best interests of ORAAP.
Removal of a Director may occur only when the Director is first provided with written notice of the allegations against him or her including the date, time, and location of the meeting called for the purpose of hearing and/or acting on the allegations against the Director.
The notice shall be sent by certified or registered mail to the last known address of the Director listed in ORAAP records, no less than thirty (30) days prior to the date of the meeting.

ARTICLE V: MEETINGS OF BOARD OF DIRECTORS AND MEMBERS

ANNUAL MEMBERSHIP MEETING: An Annual meeting of the membership of ORAAP shall be held for the purpose of transacting any and all business that these Bylaws require or allow to be brought before the membership, at a time, date, and location designated by the Board of Directors. The annual meeting will take place at the same time and location as the annual meeting of the Board of Directors.

SPECIAL MEMBERSHIP MEETINGS: Special meetings of the membership may be called by the ORAAP President, Board of Directors, or members constituting not less than ten percent (10%) of all members who must direct in writing to the ORAAP Secretary that such a meeting be called.
Annual or Special meetings of the membership shall be held at any location(s) within Oregon as designated by the Board of Directors in the notice of the meeting.
Annual or Special meetings may be conducted by any electronic means capable of accommodating ten percent (10%) of the membership, as designated by the Board of Directors in the notice of the meeting.

C. MONTHLY MEETINGS OF THE BOARD OF DIRECTORS. The ORAAP Board of Directors will meet monthly at a time and location or manner to be determined by the President.

D. ANNUAL MEETINGS: An Annual meeting of the Board of Directors shall be held each year at a date, time, and location designated by the Executive Committee or the Board of Directors for the transaction of any and all business that these Bylaws require or allow to be brought to the Directors for action. The meeting will also be considered the Annual Membership Meeting required by this By-Laws.

E. SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the President, or by a majority of the Directors then in office, and shall be held at a date, time, and location designated by the Board in the notice of the meeting.

Special meetings may be held in electronic format to ensure that full discussion and debate occurs with a quorum of Directors present.

F. NOTICE OF MEETINGS: Notice of the date, time, and/or location of all Annual or Special meetings of the Membership or of the Board of Directors shall be given to each Director or Member, as appropriate, at his or her address listed in ORAAP records no less than ten (10) days prior to the date of the meeting by mail, telephone, or other means of electronic communication.

If given by mail, notice shall be deemed to be delivered when deposited in an official receptacle of the United States Postal Service in a sealed envelope, properly addressed, with prepaid postage thereon affixed.
If given by facsimile, e-mail, or other means of electronic communication, notice shall be deemed to be delivered when faxed, emailed, or otherwise sent by electronic means.
If given by telephone, notice shall be deemed to be delivered when a Director is reached in person or a message is left on a Director’s answering machine or voicemail.
The purpose or purposes for which a Special meeting is called shall be Oregon in the notice of the meeting.
A Director’s attendance at or participation in any meeting shall constitute a waiver of notice to the Director of the meeting, unless a Director, either at the beginning of the meeting or promptly upon his or her arrival at the meeting, objects to the meeting being held or to the transaction of business at the meeting, and does not thereafter vote for or assent to any action taken at the meeting.

G. QUORUM: No less than fifty-one (51) percent of the Directors in office at the commencement of any meeting of the Board of Directors or no less than fifty-one percent of the Members if it is a Membership meeting shall constitute a quorum for the transaction of business at the meeting. If less than fifty-one (51) percent of the Directors are present at any Board meeting, no official action shall be taken on any item of business, and a majority of the Directors present shall adjourn the meeting without further discussion or notice.

H. MANNER OF ACTING: An affirmative vote of a majority of Directors present at a meeting of the Board of Directors where a quorum has been established, shall be the action of the Board of Directors and ORAAP, unless a greater proportion is required by the Articles of Incorporation or applicable law.

J. COMPENSATION: No Director shall receive any compensation for his or her service as a Director, but the Board may authorize ORAAP to reimburse any Director for expenses incurred by his or her attendance at any Annual or Special meeting of the Board of Directors.

ARTICLE VI: OFFICERS

OFFICERS: Officers of ORAAP shall consist of a President, a President-Elect, the Immediate Past President, a Secretary, a Treasurer, the Legislative Representative and all Regional Directors.

1. No individual shall be allowed to simultaneously hold more than one Office in ORAAP.

2. All ORAAP officers shall be members of the ORAAP Board of Directors.

QUALIFICATIONS AND ELECTION OF OFFICERS:

1. The President-Elect, Secretary, and Treasurer shall be elected by the membership in statewide elections according to the established procedures for elections.

2. Each Regional Director is required to live or practice in the geographic area they represent. If a Regional Director position is uncontested, the Director shall be deemed elected by members with the region he or she will represent.

If contested, no votes for a contested position may be cast from those outside the region.
1. In the event of a tie vote within a region, the ORAAP Board of Directors shall break the tie vote by written ballot.

3. The qualifications and criteria for the office of President-Elect shall be:

a. The ability to perform and fulfill all duties and functions of the President as enumerated and described in the ORAAP Bylaws and Policies and Procedures.

b. Current or Retired ORAAP Professional Membership in good standing.

c. A minimum of two years of active engagement in the addiction profession immediately prior to the nomination.

4. The qualifications and criteria for Secretary shall be:

a. The ability to perform and fulfill all duties and functions of the Secretary as enumerated and described in the ORAAP Bylaws and Policies and Procedures.

b. Current or Retired ORAAP Professional Membership in good standing.

c. A minimum of two years of active engagement in the addiction profession immediately prior to the nomination.

5. The qualifications and criteria for Treasurer shall be:

a. The ability to perform and fulfill all duties and functions of the Treasurer as enumerated and described in the ORAAP Bylaws and Policies and Procedures.

b. Current or Retired ORAAP Professional Membership in good standing.

c. A minimum of two years of active engagement in the addiction profession immediately prior to the nomination.

6. The qualifications and criteria for Regional Director shall be:

a. The ability to perform and fulfill all duties and functions of an RVP as enumerated and described in the ORAAP Bylaws and Policies and Procedures.

b. Current or Retired ORAAP Professional Membership in good standing.

c. A minimum of two years of active engagement in the addiction profession immediately prior to the nomination,

d. Reside and work in the region represented.

7. The qualifications and criteria for Legislative Representative shall be:

a. Current ORAAP Organizational Membership in good standing.

b. A minimum of two (2) years of active engagement in the addiction profession immediately prior to nomination.

c. Demonstrated familiarity with the workings of the Oregon Legislature and familiarity with how rules and regulations for the Addictions profession are promulgated.

DUTIES OF OFFICERS AND DIRECTORS.

1. PRESIDENT: The President shall have all powers and perform all duties commonly vested in and incident to the office of president of a corporation and will have the following specific powers and duties:

a. . The President shall be the Chair of the Board of Directors and the Executive Committee, and shall coordinate with the Secretary on preparation of the agenda for all Board and Executive Committee meetings;

b. The President shall be an ex officio member of all committees;

c, The President shall perform other duties that the Executive Committee or Board of Directors may designate.

2. PRESIDENT-ELECT: The President-Elect shall offer advice and counsel to Regional Directors, and shall:

a. Perform all duties incumbent upon the President during the absence or disability of the President;

b. Prepare for his or her succeeding term as President;

c. Perform other duties that the President, Executive Committee, or Board of Directors may designate.

3. IMMEDIATE PAST PRESIDENT: The Immediate Past President shall serve as a member of the Board of Directors and the Executive Committee. He or she shall act as an advisor to the President and President-Elect and perform other duties that the President, Executive Committee, or Board of Directors may designate.

4. TREASURER: The Treasurer shall have all powers and perform all duties commonly vested in and incident to the office of the treasurer of a corporation, including the following duties and responsibilities:

a. He or she shall be responsible for developing and reviewing the fiscal policies of ORAAP;

b. He or she shall ensure that an account is maintained of all monies received and expended for the use of ORAAP;

c. He or she shall ensure that all ORAAP monies are deposited in a bank or banks or trust company or trust companies, and that authorized disbursements are made therefrom;

d. He or she shall render a report of ORAAP finances at each Board meeting and at the Annual Meeting or when requested by the President, showing all income and expenditures for the current year;

e. He or she shall perform other duties that the President, Executive Committee, or Board of Directors may designate;

f. The Treasurer shall Chair the Finance Committee.

5. SECRETARY: The Secretary shall have all powers and perform all duties commonly vested in and incident to the office of secretary of a corporation, including the following duties and responsibilities:

a. He or she shall attend all meetings of the Board of Directors, the Executive Committee, and of other committees as appointed by the President, and shall be responsible for preparing the agendas for board meetings, and for keeping, distributing, and preserving in the ORAAP records accurate and true minutes of the proceedings of all meetings he or she attends.

b. He or she shall ensure that all notices are given in accordance with these Bylaws.

c. He or she shall perform other duties that the President, Executive Committee, or Board of Directors may designate.

REGIONAL DIRECTORS: Regional Directors shall encourage chartering of regional chapters and assist new chapters during their formation.

a. Regional Directors shall ensure that all chapters within their respective regions:

b. Operate within the guidelines established by ORAAP.

c. Are kept informed of ORAAP activities.

d. Keep ORAAP informed of all regional activities.

e. Coordinate with the ORAAP Board of Directors to establish training opportunities and programs within their regions.

TERM OF OFFICE: Each Officer, with the exception of the Executive Director, shall assume office at the conclusion of the Annual meeting of the Board of Directors following his or her election,
The term of elected service for each Officer shall not exceed two (2) years, except that the Treasurer shall serve a term of four (4) years.
Individuals may serve more than one term in any office other than the offices of President and President-Elect, but in no case shall any individual be allowed to serve more than two consecutive terms in the same office.
If an individual is appointed to an office as the result of a vacancy and serves no more than one year in office to fill the vacancy, the appointed term shall not count towards the individual’s two-term limit in office.
The term of any person who fills a vacant office shall expire at the next scheduled election for the office of the individual whose term they were appointed to fill.

5. Subject to approval of the Board of Directors or Executive Committee, any Officer may take a leave of absence from his or her employment during their tenure and remain eligible for office.

RESIGNATION: An Officer may resign at any time by providing written notice of resignation to the ORAAP President or Secretary. All resignations shall be effective on the date the notice is received by the President or Secretary unless the President or Secretary accepts a later effective date.

REMOVAL: Any Officer may be removed from office by a two-thirds (2/3) majority vote of Directors at any Annual or Special meeting of the Board of Directors, at which a quorum is present, for:

1. Violating any of these Bylaws;

2. Engaging in conduct prejudicial to the best interests of ORAAP.

3. Removal of an Officer shall occur only when the Officer involved is first provided with:

a. A written explanation of the allegations made against the Officer who is being considered for removal from Office.

b. Written notice of the date, time, and location of the meeting of the Board of Directors called for the purpose of hearing and/or acting on the allegations.

c. An opportunity to appear before the Board of Directors or forward a written response in presentation of a defense to the allegations, no sooner than ten (10) days nor later than thirty (30) days after receipt of notice of the hearing.

d. The notice shall be sent by certified or registered mail to the last known address of the Officer listed in the records of ORAAP no less than thirty (30) days prior to the date of the hearing.

VACANCIES: In any case where an Officer, other than the President, is unable to complete his or her term for any reason (resignation, ineligibility, or removal), the Board of Directors shall nominate and elect a successor to complete the remainder of the unexpired term.

1. If the office of President becomes vacant, the President-Elect shall assume the duties of the office of President and will serve as President of ORAAP for the remainder of the unexpired term, without prejudice to any succeeding term to which he or she was or might be elected.

2. Any person desiring to retain a position to which they were appointed shall be required to run for the position in the next scheduled election for that office regardless of the length of the appointed time served.

3. A person who is appointed to fill any vacant office shall not become eligible for the office of President-Elect unless he or she is elected to a subsequent full term of office.

ARTICLE VII: COMMITTEES

The Board of Directors shall be authorized by the Articles of Incorporation and these Bylaws to create any number of committees it deems necessary or advisable to manage the interests of ORAAP, and may appoint individual Directors to serve on committees.

Each member of a standing committee, including each Committee Chair, shall be a current member in good standing of ORAAP.

A committee that is composed of non-Director members shall act in a purely advisory capacity to the Board of Directors, and will have no decision-making authority for ORAAP.

All work of each committee shall be conducted in a manner that serves the best interests of ORAAP, and with full regard to the needs and interests of the membership.

Committee Chairs shall be cognizant of the ongoing requirement to provide opportunities for committee participation for ORAAP members and shall direct committee activities to reflect and feature the multi-cultural and inclusive nature of ORAAP.
Standing committees shall include:

EXECUTIVE COMMITTEE: The Executive Committee shall be comprised of the President, President-Elect, Past-President, Secretary and Treasurer.
1. The Executive Committee shall be vested with any or all of the powers of the Board of Directors in the management of the business and affairs of ORAAP between meetings of the Board of Directors.
1. The Executive Committee shall not have the power to undertake any activities which the Board of Directors has expressly reserved for itself, or which Oregon Statute reserves to the Board of Directors, including but not limited to the power to amend or repeal these Bylaws.
1. Meetings of the Executive Committee may be conducted by telephone conference, video conference, secure chat rooms, or other means of electronic communication through which all persons participating in the meeting are able to communicate simultaneously.
1. Participation in an Executive Committee meeting by any Officer or Regional Director through electronic means shall constitute presence in person and waiver of notice of the meeting.

AWARDS COMMITTEE: The Chair of the Awards Committee shall be appointed by the President, upon approval by the Board of Directors. The Awards Committee shall be responsible for garnering nominations and selecting winners for all ORAAP award categories (unless otherwise specified) according to all ORAAP timelines.

BYLAWS COMMITTEE: The Chair of the Bylaws Committee shall be appointed by the President, upon approval by the Board of Directors. The Bylaws Committee shall be responsible for reviewing these Bylaws and proposing any necessary or desired changes to the Board of Directors for approval.

ETHICS COMMITTEE: The Chair of the Ethics Committee shall be appointed by the President, upon approval of the Board of Directors.
- The Ethics Committee shall be responsible for fostering compliance with the letter and spirit of the Ethical Standards of MHACBO and NAADAC.
- The Ethics Committee shall be responsible to review any allegations, charges, or complaints of violations of the Ethical Standards according to established procedures. Complaints for which there appear to be a reasonable basis will be referred to MHACBO.

FINANCE AND AUDIT COMMITTEE: The Chair of the Finance Committee shall be the ORAAP Treasurer.
- The Finance and Audit Committee shall be composed of the President, the President-Elect, the Immediate Past President, the Secretary, the Treasurer, the Executive Director, and one Regional Director who shall be elected by a majority vote of all Regional Directors at the first Executive Committee/Board meeting after the Annual meeting where new Officers assume office.
- The Finance and Audit Committee shall be responsible for providing guidance in developing and reviewing the budget prior to the presentation of the budget to the Board of Directors for approval.
- The Finance and Audit Committee shall review the fiscal status of ORAAP in detail and makes quarterly financial status reports to the Executive Committee/Board of Directors.

MEMBERSHIP COMMITTEE: The Chair of the Membership Committee shall be appointed by the President, upon approval by the Board of Directors.
- The Membership Committee shall be responsible to increase awareness of member-ship opportunities within NAADAC and ORAAP.
- The Membership Committee shall be responsible to increase addiction focused student awareness of ORAAP and professional development opportunities while in college or university programs.

NOMINATIONS AND ELECTIONS COMMITTEE: The Chair of the Nominations and Elections Committee (NEC) shall be appointed by the President, upon approval of the Board of Directors.
- The NEC shall develop and review policies and procedures to ensure implementation of the nominations and elections criteria for Officers and Regional Directors as Oregon in these Bylaws.
- The NEC shall govern and oversee all nominations and elections of Officers and Regional Directors.

PUBLIC POLICY COMMITTEE: The Chair of the Public Policy Committee shall be the Legislative Representative.
- The Public Policy Committee shall be responsible for monitoring and informing the Board of Directors of legislation or policy pending before the Oregon legislature that is of interest to ORAAP members and the addictions profession.
- The Public Policy Committee shall develop responses or plans of action regarding relevant legislation and other policy issues for ORAAP.

VETERAN’S AND MILITARY AFFAIRS COMMITTEE: The Chair of the Veterans and Military Affairs Committee shall be appointed by the President, upon approval by the Board of Directors. The Veterans and Military Affairs Committee shall be involved in matters regarding the adequate provision of quality mental health and substance use disorder treatment within the active duty/veterans community and their families.

OTHER COMMITTEES: The President shall have the authority to create any ad hoc committee(s) that he or she deems necessary or advisable to advance the mission and objectives of ORAAP, and shall define the scopes, limits, and starting and ending dates of all ad hoc committees duties.

ARTICLE VIII: FISCAL YEAR

The fiscal year of ORAAP shall commence on January 1 and terminate on December 31.

ARTICLE IX: INDEMNIFICATION AND RELEASE OF LIABILITY

INCLUSION: Every reference herein to a member of the ORAAP Board of Directors or Officer shall include every current Director and Officer of ORAAP and every former Director and Officer of ORAAP.

GOOD FAITH ACTION: ORAAP shall indemnify each of its Directors and Officers from and against any and all judgments, fines, settlements, and reasonable expenses, including attorney’s fees, actually and necessarily incurred or imposed as a result of any action or proceeding or any appeal therein whenever arising, imposed upon or inserted against him or her by reason of being or having been a Director or Officer and acting within the scope of his or her official duties, but only when the determination shall have been made that the Director or Officer:

1. acted in good faith,

or believes:

2. in cases pertaining to conduct in his or her official capacity with ORAAP, that his or her conduct was in the best interests of ORAAP, and

a. in all other cases, that his or her conduct was at least not opposed to the best interests of ORAAP, and

b. in the case of any criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful.

3. The determination of “good faith” action shall be made either by the legal system or by the Board of Directors acting through a quorum of Directors who are not parties to the action or proceeding being investigated or, if a quorum of Directors is not obtainable, by independent legal counsel.

4. If the foregoing determination is to be made by the Board of Directors, the Directors may rely, as to all questions of law, on the advice of independent legal counsel.

5. The right of indemnification herein provided shall be in addition to any and all rights to which any Director or Officer might otherwise be entitled and the provisions hereof shall neither impair nor adversely affect such rights.

LIABILITY OF OFFICERS AND DIRECTORS: No Officer or Director shall have individual liability for any claims or damages that may result from actions taken in the discharge of any duty imposed, or in the exercise of any power conferred upon a Director by ORAAP, provided the Director, in good faith, believed:
His or her actions were in accordance with the best interests of ORAAP or,
He or she relied upon information, opinions, reports, or statements prepared or presented by:
- one or more Officers or employees of ORAAP whom the Director believes to be reliable and competent in the matters presented,
- legal counsel, public accountants, or other individuals whom the Director believes are acting within their professional or expert competence, or
- a committee of the Board of Directors, of which the Director is not a member, if the Director believes that the committee merits confidence, or
- He or she has direct knowledge or information concerning the matter in question that makes reliance unwarranted.

ARTICLE X: PROCEDURE AND ORDER OF BUSINESS

Parliamentary rules, as Oregon in the most recent edition of Robert’s Rules of Order, Newly Revised, shall govern the procedures of all meetings of ORAAP, including meetings of the membership.

ARTICLE XI: AMENDMENT TO BYLAWS

These Bylaws may be amended or repealed by a two-thirds majority vote at any meeting of the Board of Directors, except to the extent:

The Articles of Incorporation or Oregon Statute reserve such power exclusively to the members, or

The members, in adopting or amending a particular Bylaw, provide expressly that the Board of Directors may not amend or repeal that Bylaw.

Any and all proposed amendments to these Bylaws shall be mailed to each Director no less than fourteen (14) days prior to the date of the meeting at which the amendment(s) will be proposed.

Any amendment that is proposed according to these Bylaws and adopted by the Board of Directors shall become effective immediately upon adoption unless a specific effective date is proposed at the time the amendment is presented to the Board of Directors.

ARTICLE XII: PROMULGATION OF THE BYLAWS; POLICIES & PROCEDURES

These Bylaws shall be the foundation of all activities conducted by ORAAP in pursuit of its goals and objectives.

The Executive Committee shall establish sufficient policies and procedures to affect the daily conduct of ORAAP business.
Policies and Procedures established by the Executive Committee are subject to review by the Board of Directors.

ARTICLE XIII: DISSOLUTION

Upon dissolution or final liquidation, the Board of Directors shall, pursuant to Oregon Statute, after paying or making provision for payment of all the lawful debts and liabilities of ORAAP, distribute all the assets of ORAAP in such a manner as the Board of Directors shall determine. This may include sending assets to NAADAC for future use in building a new ORAAP.