AVP-USA BYLAWS
Adopted: January 16, 1993
Amended: September 4, 1995
Amended: February 17, 1997
Amended: September 8, 1998
Amended: September 5, 1999
Amended: May 30, 2004
Amended: May 30, 2010
Amended: May 29, 2011
Amended: MAY 25, 2014
Amended: MAY 28, 2017

ARTICLE I
Name, Scope, Function & Structure of Organization

Name, Scope, and Function of Organization

1. These bylaws shall govern the national organization for the Alternatives to Violence Project under the name of “Alternatives to Violence Project-USA, Inc.” (“AVP-USA” or “the Corporation”).
2. All groups that use the name Alternatives to Violence Project or AVP shall adhere to the following mission statement:

The mission of the Alternatives to Violence Project (“AVP”) is to empower people to lead nonviolent lives through affirmation, respect for all, community building, cooperation and trust.

Founded in and developed from the real life experiences of men and women in prison and others, and building on a spiritual base, AVP encourages every person’s innate power to positively transform themselves and the world.

AVP is an association of community groups and prison based groups offering experiential workshops in personal growth and creative conflict management for adults and youth. AVP-USA provides support for the work of these local and regional AVP groups.

3. The Local Groups shall consist of organizations that conduct programs that adhere to the principles of the Alternatives to Violence Project as contained in these bylaws and the AVP-USA Policy Statement (“Policy Statement”)
4. The Regional Organizations shall consist of organizations set up by the local groups in geographical areas convenient for networking among local groups. A Regional Organization may be asked by Local Groups to help determine the boundaries of Local Groups within its area.
5. AVP-USA, its regions and locals are all-inclusive organizations. AVP-USA and its regional and local bodies shall not discriminate in any of their policies, appointments or other activities on account of race, ethnicity, sex, gender, sexual orientation, age, religious conviction, political belief system, immigration status or criminal history. This list is meant to suggest intent, not be exhaustive.
6. AVP does not engage in political action or lobbying and does not promote any specific political view as an organization. Members may not espouse a political position in the name of AVP or when in their role as AVP facilitators.
7. AVP does not promote any religious doctrine. The programs of AVP-USA are educational and experiential in nature; the programs of AVP are not psychotherapy.

ARTICLE II
Incorporation – Tax Exemption

1. AVP/–USA is incorporated under Section 501 (c)(3) of the Internal Revenue Code as a tax exempt organization. The state of incorporation shall be determined by its Board of Trustees. Its Articles of Incorporation shall contain all provisions required by law to preserve its status as a not-for-profit tax exempt organization. A group tax exemption shall be sought for each of its subordinate groups that applies to AVP/–USA for inclusion in the group tax exemption, and that meets the requirements for obtaining and retaining such a Federal Income Tax Exemption.

ARTICLE III
Board of Trustees

Board Members

1. The AVP-USA Board of Trustees (“the Board”) shall be composed of the Chairs of the Standing Committees, the officers of the Corporation, the Leadership Fellow(s), and the At-Large member(s).
2. There shall be up to three (3) At-Large Members on the Board.

Duties and Governance

1. AVP-USA shall be governed by policies and decisions agreed upon by the AVP Community at the Annual National Gathering. The Board is responsible to the Annual National Gathering and the authorities of the state of incorporation for the management of the property and affairs of the Corporation.
2. The AVP Community entrusts the Board with the day-to-day management of the organization between Annual National Gatherings, including such matters as hiring (and terminating) employees, contracting for services, personnel functions and expending money for the benefit of the organization. The Board will publish its decisions and proceedings in a timely manner.
3. The Board shall delegate all tasks to appropriate committees, except those specifically required to fulfill its fiduciary responsibilities. This responsibility shall include all amendments to the budget. In the event of disagreement among committees, the Board shall facilitate a resolution.

Board Meetings

1. The Board shall meet at least once a year at the Annual National Gathering and may meet at other times as needed. A record of decisions made at the Annual National Gathering is to be approved by the Board and posted on the AVP-USA website promptly after each meeting.

Quorum

1. At any meeting of the Board, one half of the total membership of the Board shall constitute a quorum.

Participation and Relief of Duty

1. All members of the Board are required to be active participants in Board calls, email communication, and other responsibilities described in these bylaws and in the Policy Statement. In the event that a member of the Board is not fulfilling their duties, they shall participate in a discernment process as described in the Policy Statement. A member of the Board who does not fulfill their duties and who does not participate in a discernment process will be removed from the Board.
2. When a member of the Board passes away, resigns, or is removed from the Board, one of the following will occur:
   1. Chair of a Committee: When a Committee Chair passes away, resigns, or is removed from the Board, the affected Committee shall nominate and approve a new Chair to sit on the Board.
   2. Officer: When an Officer passes away, resigns, or is removed from the Board, the Board will nominate and come to consensus on one person to serve as an interim officer until the following Annual National Gathering.
   3. Leadership Fellow: When a Leadership Fellow passes away, resigns, or is removed from the Board, applications for Leadership Fellows will re-open. The position will only be filled if an interested party applies through the regular process.
   4. At-Large Position: When an At-Large member passes away, resigns, or is removed from the Board, the Board will nominate and come to consensus on one person to serve as an interim At-Large member until the following Annual National Gathering.

ARTICLE IV
Annual National Gathering

1. There shall be an Annual National Gathering of AVP-USA each year, at a time and date set by the Board.
2. The Annual National Gathering is the ultimate policy making body of the Corporation.
3. The Treasurer shall present to the Annual National Gathering a report, verified by the Finance Committee, showing:
   1. the assets and liabilities of the Corporation at the end of the preceding fiscal year;
   2. the principal changes in such assets and liabilities during said fiscal year;
   3. receipts of the Corporation (designating those restricted to particular purposes) during said fiscal year; and
   4. disbursements during said fiscal year.
4. The Treasurer’s report shall be permanently filed with the records of the Corporation and posted to the website within sixty (60) days of the Annual National Gathering.
5. The Finance Committee shall submit to the Annual National Gathering a proposed budget.
6. Issues determined by any committee, in consultation with the Board, to involve important matters of policy shall be submitted for ratification to the Annual National Gathering.

ARTICLE V
Officers

Officer Positions

1. The officers of the Corporation shall be the President, Vice President, Secretary and Treasurer, who shall take office at the end of the Annual National Gathering which approved them. Candidates for officer positions shall be nominated by the Nominations Committee. Vacancies may be filled by the Board, with recommendation from the Nominations Committee, for a term to expire at the end of the next Annual National Gathering.
   1. The President: The President shall be appointed by the Annual National Gathering and serve a one-year term and can be reappointed for two (2) successive terms. The President’s role is primarily to facilitate board discussions and actions. The President, or the President’s designee in situations of conflict of interest, shall preside at all meetings of the Board of Trustees and at the Annual National Gathering. The President shall have the authority to sign on behalf of the Corporation all contracts and other instruments under seal.In keeping with the traditional process of the AVP model as laid out in the AVP-USA manuals, the officer position of President may be held in joint by two (2) people who will be responsible for communication with one another about their various responsibilities.
   2. The Vice President: The Vice-President shall be appointed by the Annual National Gathering and serve a one-year term and can be reappointed for two (2) successive terms. The Vice-President shall perform the duties of the President in case of the absence of the President or upon the President’s request, including the authority to sign on behalf of the Corporation, all contracts and other instruments under seal.
   3. The Secretary: The Secretary shall serve as a member of the Communications Committee. The Secretary shall be appointed by the Annual National Gathering and serve a one-year term and can be reappointed for three (3) successive terms. The Secretary shall keep records of the meetings of the Board and the Annual National Gathering. The Secretary shall maintain all records and papers of the Corporation and shall be responsible for their transparency and accessibility.
   4. The Treasurer: The Treasurer shall be appointed by the Annual National Gathering and serve one a one-year term and can be reappointed for three (3) successive terms. The Treasurer shall serve as a member of the Finance Committee. The Treasurer or the Treasurer’s designee shall have custody of the corporate funds and securities and keep accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories and with such right of withdrawal and access as may be designated by the Finance Committee. The Treasurer will file tax notice annually with the IRS, and will submit required reports to the state of Incorporation. The funds of the Corporation shall be disbursed as ordered by the Finance Committee and the Treasurer shall make proper vouchers for such disbursements and shall render to the Finance Committee, whenever it may require it, an account of all her or his transactions and of the financial condition of the Corporation. The Finance Committee shall from time to time determine who shall be authorized on the Corporation’s behalf to sign checks, drafts or other financial instruments.If the Finance Committee and the Board approve contracting for any of the above services, the Treasurer shall supervise the work of the contractor(s).The Finance Committee may provide that the Treasurer can authorize execution on behalf of the Corporation resolutions which a bank may require as prerequisite to opening, maintaining or changing an account without requiring the Finance Committee to pass such a resolution in the exact form required by the bank. This provision constitutes approval by the Finance Committee of such resolutions in whatever form the bank may require that the Corporation’s Treasurer approve.

Nomination Process

1. Candidates for Officer positions and candidates for At-Large positions on the Board will be recruited, vetted, and nominated by the Ad Hoc Nominations Committee.
   1. No later than three (3) months after the Annual National Gathering, the Board shall appoint up to five (5) individuals to serve on the Nominations Committee. The Nominations Committee shall include up to two (2) members of the Board and up to three (3) members from the wider AVP community.
   2. The Nominations Committee will communicate all information collected about potential nominations to the Board, including a recommended slate, no less than sixty (60) days before the next Annual National Gathering.
   3. The Board will review the information and will send it to the broader AVP Community, with the addition of the Board’s recommendation, no less than thirty (30) days before the next Annual National Gathering.
   4. The final slate of candidates will be appointed by consensus at the Annual National Gathering business meeting. Nominations will not be taken from the floor. The Nominations Committee Chair(s) will facilitate this process.
   5. If consensus is not reached at the Annual National Gathering business meeting a vote will be taken, for each contested officer position, from all present to determine the officers for the following year. A seventy-five (75) percent majority is needed to approve any nominee. The Nominations Committee Chair(s) will facilitate the voting process.

ARTICLE VI
Committees

Appointment of Chairs

1. Each committee shall appoint a Chair or Co- Chairs annually.
2. Each Committee may appoint up to two (2) people to serve as Co-Chairs. When a Committee appoints Co-Chairs, both of the Co-Chairs will sit on the Board. The Co-Chairs will share equally in the responsibilities of managing the committee and are both responsible for creating effective and efficient communication between themselves. Each Co-Chair will hold the other Co-Chair responsible to the duties of the committee.

Standing Committees

1. Chairs of the Standing Committees are members of the AVP-USA Board of Trustees and are required to fulfill all Board member duties described in these bylaws and in the Policy Statement.
   1. Committee of Local and Regional Groups:
      The Committee of Local and Regional Groups (CLARG) is made up of representatives appointed from each CLARG region. CLARG assists Local Groups and Regional Organizations and can be reached to for help in resolving territorial disputes and serious violations of policy or standards. CLARG supports existing and emerging local groups, and makes policy recommendations to the Annual National Gathering. CLARG is responsible for empowering and nurturing existing and emerging local AVP groups. It is also responsible for compiling and reporting activity data to be used in the AVP-USA Annual Report.
   2. Communications Committee:
      The Communications Committee shall be responsible for establishing and maintaining the communications system of AVP-USA, including disseminating and responding to electronic, written and verbal communications. It is also responsible for developing, publishing, marketing and distributing AVP-USA materials and visual aids. Manuals and other educational material are developed by the Education Committee but are published, marketed, and distributed by the Communications Committee.
   3. Conference Committee:
      The Conference Committee has the responsibility for planning and facilitating the Annual National Gathering, including budget, site selection, agenda, program and all preparations and publicity.
   4. Education Committee:
      The Education Committee has the function of developing AVP/-USA manuals, other instructional materials, education-related support documents, and training as needed.
   5. Finance Committee:
      The Finance Committee actively oversees all financial matters of the Corporation, advises the Board on all financial issues that impact the organization, and supervises the Treasurer. It shall prepare a proposed annual budget for the Annual National Gathering, with input from committees and in consultation with the Board. It shall prepare an annual financial report to include at least an income and expense report and a balance sheet for the fiscal year that will be presented to the Annual National Gathering.
   6. Research and Higher Education Committee
      The AVP USA Research and Higher Education Committee represents the research interests and the higher education activities of AVP. The committee seeks to foster the design and completion of quality research projects, support AVP in higher education settings and maintain records of such activities (reports, articles, etc.).

Ad Hoc Committees

1. The Annual National Gathering and/or the Board may establish or dissolve Ad Hoc committees when there is an interest from the membership to do so, with the exception of the Nominations Committee, which cannot be dissolved by the Board. Such an action shall be noted in the minutes of the Annual National Gathering or Board meeting where it occurred.
2. A Chair of an Ad Hoc Committee is not a member of the Board, but all committee Chairs and Co-Chairs are encouraged to attend Board meetings to provide updates on their work.

Annual Reports and Other Responsibilities

1. All committees are responsible for recruiting their own members, appointing their own chairs and recording chairs and for determining their budgetary needs and method of functioning. Committees shall provide annual reports to the National Gathering and post these reports to the website within sixty (60) days of the Annual National

ARTICLE VII
Decision Making

1. Decisions of AVP-USA shall be made by the consensus process that incorporates ideas from the entire group.

ARTICLE VIII
Fiscal Year

1. The Fiscal Year of the Corporation shall be twelve months and shall run from July 1 through June 30.

ARTICLE IX
Amendments

1. These bylaws may be amended at the Annual National Gathering, by the decision-making process described in Article VII, provided notice of the proposed amendment has been mailed or e-mailed to representatives of Local Groups and the general AVP community, Regional Organizations, and Committees at least thirty (30) days in advance of the date set for action on the amendment.
2. In order that as much of the community as possible is represented at least indirectly at the Annual National Gathering, it is the responsibility of Local Groups to inform all of their members both inside of prison and in the community of any proposed changes to the Bylaws.