Ripple was legally incorporated in 2020 and registered with the office of the Secretary of State here in Connecticut. Once that process was completed we moved forward with our non profit application to the IRS. This was submitted on July 15th, 2020. We received a letter from the Department of the Treasury Internal Revenue Service dated August 20th 2020. It was delivered to us via the U.S. Postal service on September 4th, 2020. It was at that time we learned our application had been approved. We also learned that the IRS backdated the effective date of exemption to April 3rd, 2020 which was when the incorporation was taking place.
As you know any entity such as ours need governing rules which generally take the form of bylaws. We are making these bylaws public for two very important reasons…
First, we are aware we don’t know everything and are always looking for feedback and suggestions. At the end of the day one of our goals is to remain fluid enough to adapt to the needs of the peer recovery community. Since Recovery Innovations for Pursuing Peer Leadership and Empowerment wishes to serve this community, it is only right that the entirety of population should be able to express their thoughts and share their views.
Second, there are a lot of organizations that come and go, and some harm the communities that they are trying to serve. There have been instances where incorporated entities have deliberately taken advantage of people, groups, and other organizations. Ripple’s bylaws will always be available to the public, this will ensure transparency and make clear the role in which we intend to take in the Mental Health and Addiction Services community.
Recovery Innovations for Pursuing Peer Leadership and Empowerment
ARTICLE I – NAME & AREA
1.1 – Name
The name of this organization shall be Recovery Innovations for Pursuing Peer Leadership & Empowerment. The business of the organization may be conducted as Recovery Innovations for Pursuing Peer Leadership & Empowerment, RockingRecovery.org. or RIPPLE. From hereafter be referred to by the acronym RIPPLE.
1.2 – Area
The Board of RIPPLE, based out of primarily Connecticut, shall serve as the National Board for the organization, should satellite organizations in other states form.
1.3 – Online Identity
RIPPLE will establish and maintain an online presence to provide information about the organization as well as resources to the community. RIPPLE’s primary website shall be known as rockingrecovery.org
ARTICLE II – PURPOSES
RIPPLE is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
To maximize our impact on current efforts, we may seek to collaborate with other non-profit organizations which fall under the 501(c) (3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.
At times, per the discretion of the board of directors, we may provide internships or volunteer opportunities which shall provide opportunities for involvement in said activities and programs to have a greater impact for change.
2.2 – Our Mission Statement
As people with lived experience in the mental health and substance abuse services system, we seek to empower our peers. To use our voices to educate, inform, and inspire new leaders in our community. We will bring new and innovative ideas to the recovery processes for the benefit of all.
2.3 – Our Vision
- As peers using lived experience, we will teach and lead other peers to advocate for themselves
- As peers, we will create and lead innovations in recovery
- As peers, we will strive to eliminate stigma through education of the public around mental health challenges
ARTICLE III – ORGANIZATION
3.1 – Board of Directors
The Board of Directors will consist of our Officers and Members.
3.2 – Board Officers
The Officer positions for RIPPLE will be Executive Director, President, Vice President, Secretary, and Treasurer.
3.2.1 – Executive Director – The person “in charge,” responsible for supervising/overseeing the work of the other officers and ensuring that they function together as an effective team. The duties of the Executive Director include but are not limited to:
- Provides the overall vision and sense of direction for the organization
- Spokesperson/representative/external liaison for the organization
- Serves as a co-chair with the President during board meetings.
- Schedules and runs officer and organization meetings
- Serves as a role model for other officers and members
3.2.2 – President – The responsibilities of this position is to serve as a method of “Checks and Balances” with the Executive Director. The President will guide the rest of the board in any decisions related to compensation to the Executive Director or any other paid staff. This will ensure there will be no conflict of interests and allow us to adhere to the guidelines to maintain our non profit status.
- Serves as a co-chair with the Executive Director during board meetings.
- Delegates appropriate responsibilities members of the board
- Ensures that any new projects, activities, or partnerships coincides with Ripple’s mission and vision statements.
- Serves as a role model for other officers and members
3.2.3 – Vice President – The responsibilities of this position are to ensure the effectiveness of our organization in the community.
- Tracks project progress and reports back to the board during monthly meetings
- Spokesperson/representative/external liaison for the organization
- “Assumes responsibility” in the absence of the president
3.2.3 – Secretary – The Secretary will record and distribute all pertinent information to members, including meeting minutes, upcoming events and opportunities
- Keeps records all organizational correspondence
- Keeps accurate membership lists with names, addresses and phone numbers
- Maintains thorough organizational files and records
3.2.4 – Treasurer – The Treasurer will lead the board to establish annual budgets for the organization and ensures that it’s followed. Treasurer will report to organization officers and members on Ripples’s financial status.
- Manages day-to-day financial transactions
- Records and pays bills/reimbursements
- Deposits/withdraw funds
- Records accrued interest
3.3 – Board Members
The Member positions for RIPPLE will be the Fundraising Coordinator, Volunteer Coordinator, and Webmaster.
3.4 – Board Guidelines
3.4.1 – The Board of Directors is free to recruit anyone person who meets the qualifications for membership see 3.5. The Board will accept applications for membership regardless of a person’s race, gender, religion, national origin, disability, sexual orientation, age, or other protected characteristic.
- The Board shall be comprised of primarily Peers, i.e., Persons with Lived Experience with Mental/Behavioral Health and Addiction Challenges. Lived Experience is described as follows: Must have utilized Mental/Behavioral Health and/or Addiction Services, for example, Out-Patient, In-Patient or Hospitalization, Residential, Group Home, Halfway House (including Involuntary).
- At any one time, there shall be no more than two (2) active Members of the Board who are traditionally-credentialed providers (LCSW, Psy.D., Psychiatrists, etc.) without Lived Experience.
- The Board shall seek to have Members who are culturally diverse and representative of marginalized populations.
- The Board shall strive to have no less than two (2) Members who have First-Hand Lived Experience with Addiction or Substance Use Disorder(s). Board Members who are Dually-Diagnosed (i.e., Mental/Behavioral Health AND Addiction/Substance Use Challenges) may serve to help meet this criterion, but at least one (1) Board Member must have Lived Experience exclusively or primarily with Addiction or Substance Use Disorder, wherever possible.
3.5 – Officer & Member Qualifications
3.5.1 – Individual Qualifications – Officers and Board members are those who choose to step forward into an active role in their community. We define ourselves as a Peer-led and Peer-driven organization. We feel that the best way to change the Mental Health and Addiction services system is through the personal experiences of those who have worked within the system towards their recovery. To qualify for membership or to become an officer, the following requirements should be met:
- Personally lived experience relating to mental health or substance abuse defined in 3.4.1.
- Understand and follow HIPAA Privacy Rules, which protects the privacy of individually identifiable health information.
- Members will 18 years of age or older and a citizen of the United States (volunteers will always be welcomed regardless of citizenship status)
- Must be able to attend in person or via teleconference when necessary, no less than two thirds (2/3) of scheduled meetings per year. Officers must attend, via teleconference where necessary, no less than three quarters (3/4) of scheduled meetings per year.
3.6 – Board Meetings
3.6.1- Monthly – Monthly meetings will be scheduled for the 2nd Wednesday of each month, postponement due to a holiday will move the meeting back one week to the 3rd Wednesday.
3.6.2 – Quarterly – Quarterly meetings will overlap on regularly scheduled monthly dates. Additional agenda items will include items such as quarterly donations as well as interviews for prospective board members.
3.6.3 – Yearly – Meeting to be held on the 2nd Wednesday of January. Agenda items such as annual fundraising, calendar, and tax preparation will be discussed. This meeting shall be closed to the public.
3.7 – Resignation or Removal
3.7.1 – Resignation – Each Board member shall have the right to resign at any time upon written notice thereof to the Executive Director or the Secretary of the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.
3.7.2 – Leave of Absence – The board of directors will be mindful that the road to recovery is a journey and not a destination. Both board and committee members are encouraged to practice self-care. Should any member feel the need to step back and take time for themselves, this will be allowed without question.
3.7.2a – Short Term – A short-term leave of absence will be a period of time up to three months. In the case of an officer taking a leave of absence, the duties of that officer will be divided among the other officers provided that there is no conflict of interests.
3.7.2b – Long Term – A long-term leave of absence will be from three months to a maximum of six months. In the case of an officer taking a leave of absence for this extended period of time, a committee member should be temporarily elevated to the position of responsibility.
3.7.3 – Removal – An officer or Board Member may be removed, with cause, at any duly constituted meeting of the Board, by the affirmative vote of then-serving Board members.
Both board and committee members are expected to conduct themselves in a professional manner. We will not tolerate discrimination in any form. This includes any negative postings, whether on public or personal social media pages and sites. Diversity is the key to the success of this organization. Discrimination includes but is not limited to:
- Sexual orientation
- Gender identity
- Political beliefs
- Social or economic status
- Past issues with addiction
- Past criminal history
3.7.4 – Conflict of Interest – (See Article V)
3.8 – Voting
Both board and committee members are entitled to one vote on any particular topic, and this is regardless of their position in the organization. This will also be true for anyone holding multiple positions, if someone is serving as both vice president and secretary, for example, that person is still only entitled to a single vote.
While it should be the goal of this organization for a consensus agreement, there will be points where a vote may need to be held. For the purpose of the bylaws, a passing vote should be no less than two-thirds of the majority of those in attendance. This will eliminate any possibility of a tie-breaking vote by an officer.
3.9 – Annual Statements
Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- Has received and read a copy of the bylaws
- Has read, understands, and agrees with the conflict of interest policy contained in ARTICLE V of the bylaws
- Understands the Organization is charitable and in order to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
ARTICLE IV – COMMITTEES
4.1 – Committee formation – The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board chair appoints all committee chairs.
4.2 – Executive Committee – The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors and is subject to the direction and control of the full board.
4.3 – Finance Committee – The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget, and all expenditures must be within budget. Any major change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.
ARTICLE V – CONFLICT OF INTERESTS
5.1 – Purpose
The purpose of our conflict of interest policy is to protect the tax-exempt status of RIPPLE and to deal openly and fairly with actual and potential conflicts of interest that may arise. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest relevant to nonprofit and charitable organizations.
5.2.1 – Interested Person – Any board member, board officer, or director who has a direct or indirect financial interest, as defined below, is an interested person.
5.2.2 – Financial Interest – A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
5.2.2.a – An ownership or investment interest in any entity with which RIPPLE has a transaction or arrangement,
5.2.2.b – A compensation arrangement with RIPPLE or with any entity or individual with which RIPPLE has a transaction or arrangement, or
5.2.2.c – A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which RIPPLE is negotiating a transaction or agreement.
5.2.2.d – Compensation includes direct and indirect remuneration as well as gifts or favors that aren’t insubstantial.
5.3.1 – Duty to Disclose – In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest or personal gain. They will be allowed to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
5.3.2 – Determining Whether a Conflict of Interest Exists – After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she/they shall leave the governing board or committee meeting. The remaining board or committee members shall decide if a conflict of interest exists. In the absence of a unanimous agreement, it will be necessary for a vote to take place.
5.3.3 – Procedures for Addressing the Conflict of Interest
5.3.3.a – An interested person may make a presentation at the governing board or committee meeting, after the presentation, he/she/they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
5.3.3.b – The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
5.3.3.c – After exercising due diligence, the governing board or committee shall determine whether the RIPPLE can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
5.3.3.d – If a more advantageous transaction or arrangement can not be made under the circumstances, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in RIPPLE’s best interest.
5.3.3.e – While the resignation of a board member or officer may resolve a conflict of interest, RIPPLE will not move forward with the transaction in question. The matter should be tabled for a minimum of one year and then be readdressed by the board.
5.3.3.f – Any conflict of interest that arises will be noted in our annual report. A description of the conflict and the outcome of deliberation will be disclosed to maintain full transparency to the community that we serve.
5.4 – Violations of the Conflict of Interest Policy
5.4.a – If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief. The member will be given ample opportunity to explain the alleged failure to disclose.
5.4.b – If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
5.4.c – Should it be determined that the member or officer violated any federal, state, or local law, it will be communicated with the proper authorities as soon as possible. The person in question will be removed from their position. RIPPLE and its officers will fully comply and turn over all information pertaining to the incident and make themselves available in the event of a criminal investigation.
5.5 – Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
5.5.a – The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
5.5.b – The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
5.6 – Compensation
5.6.a – A voting member of the governing board who receives compensation, directly or indirectly, from RIPPLE for services is precluded from voting on matters pertaining to that member’s compensation.
5.5.b – A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from RIPPLE for services is precluded from voting on matters pertaining to that member’s compensation.
5.5.c – No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from RIPPLE, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
CERTIFICATE OF SECRETARY
I,________________________, acting Secretary of Recovery Innovations for Pursuing Peer Leadership & Empowerment do hereby certify that the above bylaws are the adopted bylaws of this Organization.
EXECUTED on this day of _______________________________, in the County of New Haven in the State of Connecticut.