By Laws
BYLAWS OF
THE KANSAS RESPONSIBLE GAMBLING ALLIANCE
ARTICLE ONE
ORGANIZATION
Section 1.1 Name. The name of this organization shall be the Kansas Responsible Gambling Alliance.
Section 1.2 Objective. The mission of the Kansas Responsible Gambling Alliance is to advocate for and facilitate the coordination of resources to maximize public awareness of responsible gambling and the prevention and treatment of problem gambling.
ARTICLE TWO
MEMBERS
Section 2.1 Classes of Members. The organization shall have three classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
A. Governing Membership. Comprised only of the board of directors of the organization, these members (the "governing members") have the right and duty to govern all functions of the organization and guide its future operations. The initial board of directors shall consist of the following individuals or their designee: The Secretary of the Kansas Department of Social and Rehabilitation Services, Executive Director of the Kansas Racing and Gaming Commission, Executive Director of the Kansas Lottery, Kansas Coalition on Problem Gambling, Inc., Secretary of Kansas Department of Corrections, a member representing the local communities in the four gaming zones and a member representing the operators and suppliers of gaming products in Kansas.
B. Advisory Membership. Comprised of members ("advisory members") who join the organization in order to further the public purpose of the Alliance and who do so to enjoy the services and benefits of the organization. Advisory members have no authorized powers to govern the operation of the organization. Advisory members include representatives from the following groups: state gaming agency, tribal casinos, casinos and suppliers from zones not represented on the governing board and local communities from the gaming zones not represented on the governing board.
C. General membership: Comprised of other individuals who have an interest in supporting the goals of the alliance may also attend.
D. Eligibility Requirements
(1) All persons, regardless of age, who are interested in promoting and furthering the purposes of this organization are eligible to become general members.
(2) Only individuals who have been appointed to and are serving on the board of directors of this organization are eligible to be governing members.
Section 2.2 Election of Members.
A. Individuals who meet the eligibility requirements may be accepted for advisory membership by the officers of the organization or by the board of directors, unless the board of directors by the majority vote of the full board reserves itself the right to accept new advisory members.
B. An individual who is a member of the board of directors of the organization and is otherwise in good standing as a member shall automatically be a governing member. Should any governing member cease to be a director of the organization, he or she shall cease to be a governing member and shall, as of the time he or she ceased to be a member of the board of directors, automatically become an advisory member.
Section 2.3 Voting Rights. Each governing member or his or her designee shall be entitled to one vote on each matter submitted to a vote of the members.
Section 2.4 Termination of Membership. Membership in the organization may be terminated by the affirmative vote of a majority of the full board of directors for conduct unbecoming a member, or for any other reason deemed necessary and proper by the board.
ARTICLE THREE
MEETING OF MEMBERS
Section 3.1 Meetings of Governing Members.
A. Meetings of the Alliance shall be held when designated by the board of directors or by the chair. The purpose of such meetings shall be to conduct any necessary business for the organization and to guide its present and future operations.
B. The meetings of the Alliance shall be held at least once each calendar year.
C. Quorum. A majority of the governing members or their designees shall constitute a quorum for the transaction of business at any meeting of the board. If a quorum is not present at any meeting of governing members, a majority of the governing members present may adjourn the meeting from time to time without further notice. Board members may participate in meetings by way of telephone.
D. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by the member's duly authorized attorney in fact. No proxy shall be valid after one year from the date of its execution, unless otherwise provided in the proxy.
E. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted on by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of the matter unless a greater proportion is required by law or by these bylaws.
F. Voting by Mail. Where Directors or officers are to be elected by member or any class or classes of members, the election may be conducted by mail in such manner as the board of directors shall determine.
G. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing or electronic mail, setting forth the action so taken, shall be signed by all of the governing members entitled to vote with respect to the subject matter.
H. Notice of Meetings. Written notice stating the place, day, and hour of any meeting of governing members shall be delivered, either personally or by mail, facsimile or electronic mail, to each member entitled to vote at the meeting, not less than 7 nor more than 120 days before the date of the meeting, by or at the direction of the chair, or the secretary, or the officers or persons calling the meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the organization, with postage prepaid. Any member may waive notice. The attendance of a governing member at any meeting shall constitute a waiver of notice of the meeting, except where a governing member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened.
Section 3.2 Meetings of Advisory Members.
A. The organization may, at times designated by the governing members, the board of directors or the chair, hold an annual convention and meeting for all advisory and general members in order to keep the members thoroughly apprised of the activities of the organization.
B. Notice of all advisory members' meetings shall be given to the entire membership at least 15 days in advance of the meeting and in the form of letters through the mails or notices in the corporation's publications.
Section 3.3 Place of Meeting. The board of directors may designate any place, within Kansas as the place of meeting for any annual meeting or for any special meeting called by the board of directors.
ARTICLE FOUR
BOARD OF DIRECTORS
Section 4.1 The board of directors shall serve as the governing body for the organization, and shall manage all of its affairs and property.
THE KANSAS RESPONSIBLE GAMBLING ALLIANCE
ARTICLE ONE
ORGANIZATION
Section 1.1 Name. The name of this organization shall be the Kansas Responsible Gambling Alliance.
Section 1.2 Objective. The mission of the Kansas Responsible Gambling Alliance is to advocate for and facilitate the coordination of resources to maximize public awareness of responsible gambling and the prevention and treatment of problem gambling.
ARTICLE TWO
MEMBERS
Section 2.1 Classes of Members. The organization shall have three classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
A. Governing Membership. Comprised only of the board of directors of the organization, these members (the "governing members") have the right and duty to govern all functions of the organization and guide its future operations. The initial board of directors shall consist of the following individuals or their designee: The Secretary of the Kansas Department of Social and Rehabilitation Services, Executive Director of the Kansas Racing and Gaming Commission, Executive Director of the Kansas Lottery, Kansas Coalition on Problem Gambling, Inc., Secretary of Kansas Department of Corrections, a member representing the local communities in the four gaming zones and a member representing the operators and suppliers of gaming products in Kansas.
B. Advisory Membership. Comprised of members ("advisory members") who join the organization in order to further the public purpose of the Alliance and who do so to enjoy the services and benefits of the organization. Advisory members have no authorized powers to govern the operation of the organization. Advisory members include representatives from the following groups: state gaming agency, tribal casinos, casinos and suppliers from zones not represented on the governing board and local communities from the gaming zones not represented on the governing board.
C. General membership: Comprised of other individuals who have an interest in supporting the goals of the alliance may also attend.
D. Eligibility Requirements
(1) All persons, regardless of age, who are interested in promoting and furthering the purposes of this organization are eligible to become general members.
(2) Only individuals who have been appointed to and are serving on the board of directors of this organization are eligible to be governing members.
Section 2.2 Election of Members.
A. Individuals who meet the eligibility requirements may be accepted for advisory membership by the officers of the organization or by the board of directors, unless the board of directors by the majority vote of the full board reserves itself the right to accept new advisory members.
B. An individual who is a member of the board of directors of the organization and is otherwise in good standing as a member shall automatically be a governing member. Should any governing member cease to be a director of the organization, he or she shall cease to be a governing member and shall, as of the time he or she ceased to be a member of the board of directors, automatically become an advisory member.
Section 2.3 Voting Rights. Each governing member or his or her designee shall be entitled to one vote on each matter submitted to a vote of the members.
Section 2.4 Termination of Membership. Membership in the organization may be terminated by the affirmative vote of a majority of the full board of directors for conduct unbecoming a member, or for any other reason deemed necessary and proper by the board.
ARTICLE THREE
MEETING OF MEMBERS
Section 3.1 Meetings of Governing Members.
A. Meetings of the Alliance shall be held when designated by the board of directors or by the chair. The purpose of such meetings shall be to conduct any necessary business for the organization and to guide its present and future operations.
B. The meetings of the Alliance shall be held at least once each calendar year.
C. Quorum. A majority of the governing members or their designees shall constitute a quorum for the transaction of business at any meeting of the board. If a quorum is not present at any meeting of governing members, a majority of the governing members present may adjourn the meeting from time to time without further notice. Board members may participate in meetings by way of telephone.
D. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by the member's duly authorized attorney in fact. No proxy shall be valid after one year from the date of its execution, unless otherwise provided in the proxy.
E. Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted on by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of the matter unless a greater proportion is required by law or by these bylaws.
F. Voting by Mail. Where Directors or officers are to be elected by member or any class or classes of members, the election may be conducted by mail in such manner as the board of directors shall determine.
G. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing or electronic mail, setting forth the action so taken, shall be signed by all of the governing members entitled to vote with respect to the subject matter.
H. Notice of Meetings. Written notice stating the place, day, and hour of any meeting of governing members shall be delivered, either personally or by mail, facsimile or electronic mail, to each member entitled to vote at the meeting, not less than 7 nor more than 120 days before the date of the meeting, by or at the direction of the chair, or the secretary, or the officers or persons calling the meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the organization, with postage prepaid. Any member may waive notice. The attendance of a governing member at any meeting shall constitute a waiver of notice of the meeting, except where a governing member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened.
Section 3.2 Meetings of Advisory Members.
A. The organization may, at times designated by the governing members, the board of directors or the chair, hold an annual convention and meeting for all advisory and general members in order to keep the members thoroughly apprised of the activities of the organization.
B. Notice of all advisory members' meetings shall be given to the entire membership at least 15 days in advance of the meeting and in the form of letters through the mails or notices in the corporation's publications.
Section 3.3 Place of Meeting. The board of directors may designate any place, within Kansas as the place of meeting for any annual meeting or for any special meeting called by the board of directors.
ARTICLE FOUR
BOARD OF DIRECTORS
Section 4.1 The board of directors shall serve as the governing body for the organization, and shall manage all of its affairs and property.
Section 4.2 Number and Qualification of Directors. The authorized number of directors of the organization shall be seven, until changed by amendment to this bylaw.
Section 4.3 Term of Office. Directors from the Department of Social and Rehabilitation Services, Kansas Lottery, Kansas Racing and Gaming Commission, Kansas Department of Corrections and the Kansas Coalition on Problem Gambling shall hold office until their respective organizations name a replacement. Directors representing the casinos/suppliers and communities shall serve one year terms. An officer can be removed from office at any time for good cause, however, by a majority vote of the governing members. An officer may be removed without cause by a six-sevenths vote of the governing members.
Section 4.4 Regular Meetings. A regular annual meeting of the board of directors shall be held. The board of directors may provide by resolution the time and place, for the holding of additional regular meetings of the board without other notice than the resolution.
Section 4.5 Special Meetings. Special meetings of the board of directors may be called by or at the request of the chair or any two directors. The person or persons authorized to call special meetings of the board may fix any place, as the place in Kansas for holding any special meeting of the board called by them.
Section 4.6 Notice. Notice of any special meeting of the board of directors shall be given at least seven days before the meeting by written notice delivered personally or sent by mail, facsimile or electronic mail to each director at the director's place of contact as shown by the records of the organization. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of the meeting, unless specifically required by law or by these bylaws.
Section 4.7 Quorum. A majority of the governing members shall constitute a quorum for the transaction of business at any meeting of the board. However, if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Directors may participate in a meeting of the board by means of conference telephone or similar communication equipment, by means of which all persons participating in the meeting can hear one another. Such participation in a meeting shall constitute presence in person at the meeting.
Section 4.8 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.
Section 4.9 Compensation. Directors shall not receive any stated salaries for their services as directors.
Section 4.10 Resignation. Any member of the board of directors may, upon written notice given not less than seven days prior to effect, resign.
Section 4.3 Term of Office. Directors from the Department of Social and Rehabilitation Services, Kansas Lottery, Kansas Racing and Gaming Commission, Kansas Department of Corrections and the Kansas Coalition on Problem Gambling shall hold office until their respective organizations name a replacement. Directors representing the casinos/suppliers and communities shall serve one year terms. An officer can be removed from office at any time for good cause, however, by a majority vote of the governing members. An officer may be removed without cause by a six-sevenths vote of the governing members.
Section 4.4 Regular Meetings. A regular annual meeting of the board of directors shall be held. The board of directors may provide by resolution the time and place, for the holding of additional regular meetings of the board without other notice than the resolution.
Section 4.5 Special Meetings. Special meetings of the board of directors may be called by or at the request of the chair or any two directors. The person or persons authorized to call special meetings of the board may fix any place, as the place in Kansas for holding any special meeting of the board called by them.
Section 4.6 Notice. Notice of any special meeting of the board of directors shall be given at least seven days before the meeting by written notice delivered personally or sent by mail, facsimile or electronic mail to each director at the director's place of contact as shown by the records of the organization. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of the meeting, unless specifically required by law or by these bylaws.
Section 4.7 Quorum. A majority of the governing members shall constitute a quorum for the transaction of business at any meeting of the board. However, if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Directors may participate in a meeting of the board by means of conference telephone or similar communication equipment, by means of which all persons participating in the meeting can hear one another. Such participation in a meeting shall constitute presence in person at the meeting.
Section 4.8 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.
Section 4.9 Compensation. Directors shall not receive any stated salaries for their services as directors.
Section 4.10 Resignation. Any member of the board of directors may, upon written notice given not less than seven days prior to effect, resign.
Section 4.11 Consecutive Absences. Any Board member who is absent for two consecutive Alliance meetings without good cause shall be placed on the next possible meeting agenda for the Board to vote on that member's removal. In this section, "good cause" shall be determined by the Board Chair upon conseration of the absent member's circumstances. The Board Chair shall send the absent member notice of the Board's intent to vote on the member's removal at least seven days before the vote and shall give the member opportunity to agree to or contest the removal.
ARTICLE FIVE
OFFICERS
Section 5.1 The officers shall be the chair, vice-chair and secretary, who shall be elected by the board of directors at its first meeting following the beginning of the calendar year each year. Only members of the board of directors may be elected to hold these offices.
Section 5.2 Any officer of the organization may be removed by the board of directors whenever in its judgment the best interests of the organization would be served. However, such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 5.3 A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the board of directors for the unexpired portion of the term.
Section 5.4 The chair shall preside at all meetings of the organization, whether of governing members or participating members, and shall be in charge of all day-to-day operations of the organization. The chair shall, further, sign all written agreements and documents and perform such duties as assigned to the chair by the board.
Section 5.5 In the absence of the chair or his or her designee or in the event of the chair's inability or refusal to act, the vice-chair shall perform the duties of the chair. When so acting, such vice-chair or vice-chairs shall have all the powers of and be subject to all the restrictions on the chair. The vice-chair shall perform such other duties as from time to time may be assigned to him or her by the chair or by the board of directors. The Vice-Chair shall also serve as the Alliance's representative to the Midwest Consortium on Problem Gambling and Substance Abuse.
Section 5.6 The secretary shall issue all written notices of meetings, or shall designate the chair to do same in the secretary's place. The secretary shall attest his or her signature to all written documents of the organization, if deemed necessary. The secretary shall, further, keep all official records of the organization, including minutes of all official meetings and shall perform all duties assigned to the secretary by the board.
Section 5.7 The board of directors may appoint such other officers as the conduct of the organization may require, each of whom shall have authority and perform such duties as are provided in these bylaws or as the board of directors may from time to time specify, and shall hold office until he or she resigns or is removed or otherwise disqualified to serve.
ARTICLE SIX
COMMITTEES
Section 6.1 Committees may be established consisting of members of the board of directors or of participating members who are appointed to the committees by either the board or the chair.
ARTICLE SEVEN
MISCELLANEOUS
Section 7.1 Seal. The board of directors shall provide a suitable seal for the organization.
Section 7.2 Annual Report. No annual report to members shall be required, but the board of directors may send to the members reports in such form and at such times as they deem appropriate.
Section 7.3 Reporting Year. The board of directors shall have the power to fix and from time to time change the reporting year of the organization. In the absence of action by the board of directors, however, the reporting year of the organization shall begin on January 1 of each year.
Section 7.4 Budget and Expenditures. The organization shall not maintain funds, nor will members be required to pay dues. In the absence of an organizational budget, neither the board of directors nor the officers may determine expenditures for programs and events. Rather, each individual member will determine the suitability of any expenditures of their funds following their standard operating procedure.
ARTICLE EIGHT
AMENDMENTS TO BYLAWS
Section 8.1 These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or any special meeting, if at least 5 days written notice is given of the intention to alter, amend, or repeal, or to adopt new bylaws at such meeting.
ARTICLE FIVE
OFFICERS
Section 5.1 The officers shall be the chair, vice-chair and secretary, who shall be elected by the board of directors at its first meeting following the beginning of the calendar year each year. Only members of the board of directors may be elected to hold these offices.
Section 5.2 Any officer of the organization may be removed by the board of directors whenever in its judgment the best interests of the organization would be served. However, such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 5.3 A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the board of directors for the unexpired portion of the term.
Section 5.4 The chair shall preside at all meetings of the organization, whether of governing members or participating members, and shall be in charge of all day-to-day operations of the organization. The chair shall, further, sign all written agreements and documents and perform such duties as assigned to the chair by the board.
Section 5.5 In the absence of the chair or his or her designee or in the event of the chair's inability or refusal to act, the vice-chair shall perform the duties of the chair. When so acting, such vice-chair or vice-chairs shall have all the powers of and be subject to all the restrictions on the chair. The vice-chair shall perform such other duties as from time to time may be assigned to him or her by the chair or by the board of directors. The Vice-Chair shall also serve as the Alliance's representative to the Midwest Consortium on Problem Gambling and Substance Abuse.
Section 5.6 The secretary shall issue all written notices of meetings, or shall designate the chair to do same in the secretary's place. The secretary shall attest his or her signature to all written documents of the organization, if deemed necessary. The secretary shall, further, keep all official records of the organization, including minutes of all official meetings and shall perform all duties assigned to the secretary by the board.
Section 5.7 The board of directors may appoint such other officers as the conduct of the organization may require, each of whom shall have authority and perform such duties as are provided in these bylaws or as the board of directors may from time to time specify, and shall hold office until he or she resigns or is removed or otherwise disqualified to serve.
ARTICLE SIX
COMMITTEES
Section 6.1 Committees may be established consisting of members of the board of directors or of participating members who are appointed to the committees by either the board or the chair.
ARTICLE SEVEN
MISCELLANEOUS
Section 7.1 Seal. The board of directors shall provide a suitable seal for the organization.
Section 7.2 Annual Report. No annual report to members shall be required, but the board of directors may send to the members reports in such form and at such times as they deem appropriate.
Section 7.3 Reporting Year. The board of directors shall have the power to fix and from time to time change the reporting year of the organization. In the absence of action by the board of directors, however, the reporting year of the organization shall begin on January 1 of each year.
Section 7.4 Budget and Expenditures. The organization shall not maintain funds, nor will members be required to pay dues. In the absence of an organizational budget, neither the board of directors nor the officers may determine expenditures for programs and events. Rather, each individual member will determine the suitability of any expenditures of their funds following their standard operating procedure.
ARTICLE EIGHT
AMENDMENTS TO BYLAWS
Section 8.1 These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or any special meeting, if at least 5 days written notice is given of the intention to alter, amend, or repeal, or to adopt new bylaws at such meeting.