Skateboarders Against Drugs
_______________________________________________________________________

Corporate By-Laws

Corporation # 2687784
EIN # 47-0949276

ARTICLE I – ORGANIZATION

1. The name of the organization shall be Skateboarders Against Drugs.
2. The organization shall not have a seal.
3. The organization may decide by a vote of the board members to change its name.
4. The start date of the organization is January 1, 2004.
5. The incorporation date is September 20, 2004.

1. The principal office of the organization for the transaction of its business is
located In Los Angeles County, CA, 1902 Pacific Suite #5 Venice, CA 90291.

2. The county of the organizations principal office can be changed only by
amendment of these bylaws and not otherwise. The board of directors may,
however, change the principal office from one location to another within the
named county by noting the changed address and effective date below, and such
changes of address shall not be deemed an amendment of these bylaws:

___________________________________________ Dated: _________, ____

___________________________________________ Dated: _________, ____

ARTICLE III – PURPOSES

The primary purpose of the organization is to promote community health and raise public awareness thru educational events that combine “Performance Art” with a “Drug Free” message. In addition we will assist other nonprofit organizations in their efforts and sponsor services that strengthen the stability of the nonprofit sector.

1. The main focus will be a series of “Drug Awareness” skateboarding demonstrations at elementary schools here in Los Angeles and in the surrounding cities.

2. The organization may develop additional programs and services, related to its cause.

ARTICLE IV – MEMBERSHIP AND DUES

1. The organization shall not have members.
2. The organization shall not collect dues.
3. The organization may decide to amend these bylaws and allow membership and the collection of dues. An amendment would be approved by a two-thirds majority vote by the board of directors.

ARTICLE V – MEETINGS

The organization shall meet at least three times during each fiscal year, which begins on January 1 and ends on December 31. The presence of not less than (65%) percent of the Board members shall constitute a quorum and shall be necessary to conduct the business of this organization. The Board of Directors shall set the date, time and place
of the regular meetings.

Regular Meetings – The regular meetings of this organization shall take place during the first quarter and third quarter of each fiscal year.

Annual Meetings – The annual meeting of this organization shall take place in November of each fiscal year.

Notice – Notice of each meeting will be given to each voting Board member, by standard mail or by email, not less than ten days before the meeting. If a meeting is to be rescheduled the Board members shall be notified by mail not less than two weeks prior to the meetings.

Special Meetings – Any Board member can call a special meeting of the Board. The secretary shall send out notices of special meetings to each Board member two weeks in advance.

ARTICLE VI – VOTING

At all Board Meetings, including special meetings, all votes shall be by voice. The presence of not less than (65%) percent of the Board members shall constitute a quorum. A two-thirds majority vote is required to approve matters brought before the Board for review. The Secretary will record the results of each vote and make a report to the Chairman. The results will then be permanently affixed into the Meeting Minutes and kept on file at the main office.

ARTICLE VII – ORDER OF BUSINESS

1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Officers.
4. Old and Unfinished Business.
6. New Business.
7. Adjournments.

ARTICLE VIII – BOARD OF DIRECTORS

1. Boards Role and Size. The board is responsible for the overall policy and direction of the organization. The board shall have up to eight, and no fewer than three members. The board receives no compensation other than reasonable travel expenses.

2. Board Elections. Up to eight board members shall be elected by the board of directors. If a Board member suggests a candidate for election, the election will be held at the next scheduled Board meeting. A two-thirds majority vote is required to elect a new board member.

3. Terms. The Chairman of the Board will serve an indefinite term. The treasurer
will serve an eight-year term and is eligible for re-election. The secretary and
directors will serve four-year terms, and are eligible for re-election.

4. Quorum. A quorum must be attended by at least 65% of the Board
before business can be transacted.

5. Officers and Duties. There shall be three officers of the Board, consisting of a
Chairman or (CEO), Chief Financial Officer or (CFO) and a Secretary. The Board of Directors shall elect the officers. The officer duties are as follows:

The Chief Executive Officer (Chairman) shall convene the regularly scheduled Board meetings, preside over and direct the board accordingly. He will have day-to-day responsibility for the organization, including carrying out the organization’s goals and Board policy. The Chairman will attend all Board meetings, report on the progress of the organization, answer questions of the Board members and carry out the duties described in the job description. The Board can designate other duties as necessary.

The Chief Financial Officer (CFO) shall over-see the income and distribution of funds and/or assets, including the signing of checks. The treasurer will develop and review fiscal procedures, assist in the preparation of the budget, help to develop fundraising plans, and make financial information available to Board members and the public.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

7. Vacancies. When a vacancy on the Board exists, the Secretary may receive nominations for new members from the existing Board. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting.

8. Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member can be dropped if he or she has two unexcused absences from Board meetings in a year. A Board member may be removed for all other reasons by a two-thirds majority vote.

ARTICLE IX – COMMITTEES

The Board may create committees as needed, such as executive, personnel, finance, public relations, peer education, trustee education and data collection committees. The Board Chair appoints all committee chairs. Committee chairs must be members of the Board.

ARTICLE X – SALARIES

The Board of Directors shall hire and fix the compensation of officers, employees
and/or sub-contractors, which they, in their discretion, may determine to be necessary for conducting the business of the organization. The board of directors shall determine the compensation arrangements for its officers based on information about compensation paid by similarly situated taxable or tax exempt organizations for similar services and current compensation surveys compiled by independent firms. All compensation arrangements will be made in advance of paying compensation. The secretary will record in writing the decision made by each individual who decided or voted on compensation arrangements. Salary and compensation arrangement revisions can be made by a two-thirds majority vote at board meetings. The board members of the organization will not receive compensation for their service, other than reasonable travel expenses.

ARTICLE XI – RECORDS AND REPORTS

This organization shall maintain accurate accounts and records of all activities conducted throughout the fiscal year. The books and records will be kept at the main office and will be available to the public upon request. Financial data such as annual reports and IRS 990’s will be available for public inspection on the web site at www.skateagainstdrugs.org

ARTICLE XII – CONFLICT OF INTEREST STATEMENT

No member of the Skateboarders Against Drugs Board, or any of its Committees, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with Skateboarders Against Drugs. Each individual shall disclose to Skateboarders Against Drugs any personal interest that he or she may have in any matter pending before the Board and shall refrain from participation in any decision on such matter. All members of the Skateboarders Against Drugs Board will be required to report to the board any conflict of interest concerning any matter or financial decision.

ARTICLE XIII – AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than two-thirds majority of the Board of Directors. Any member of the Board can initiate a motion for an amendment at the regular meetings.

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