Community creates transformation
Since 1984, As AALA Roundup moves forward with seeking recertification of our 501(c)(3) nonprofit status, the Executive and Planning Committees have completed a comprehensive review and modernization of our Bylaws. The revisions are intended to strengthen governance, transparency, accountability, and compliance with current California nonprofit requirements while better reflecting how AALA operates today. Some of the key updates include: • Expanded Diversity, Equity, Inclusion, Accessibility, and Belonging (DEIAB) language throughout the Bylaws. • Updated Planning Committee structure to reflect the committees and service positions that actively support the Roundup today. • Increased transparency by opening Executive Committee meetings, Planning Committee meetings, rehearsals, and other planning activities to stakeholders and community participation whenever appropriate. • Modernized financial accountability, banking controls, digital asset management, and record retention provisions. • Added protections related to conflicts of interest, whistleblower reporting, leadership transitions, and nonprofit compliance. • Clarified election procedures so that elections may be held within one week before or one week after the close of the fiscal year (July 1 – June 30), allowing for completion of year-end financial reconciliation, reporting, and organizational transition activities. These updates are designed to help preserve AALA's legacy, strengthen organizational stability, improve transparency, and ensure we remain positioned to serve the LGBTQIA2S+ recovery community for many years to come. Thank you to everyone who has contributed their time, experience, feedback, and service throughout this process. Together, we continue building a stronger and more sustainable AALA Roundup.
Bylaws
06.30.2026
PLANNING COMMITTEE
AALA ROUNDUP, INC
8424 Santa Monica Blvd. STE 545
West Hollywood CA 90069
AALA ROUNDUP: A California Nonprofit Public Benefit Corporation
TABLE OF CONTENTS
ARTICLE I – PURPOSE, MISSION, VISION, AND INCLUSION
Section 1. Purpose
Section 2. Goals
Section 3. Mission
Section 4. Vision
Section 5. Core Purpose Statement
Section 6. Policy of Inclusion
ARTICLE II – MEMBERS
Section 1. Members
Section 2. Associates
Section 3. Mailing Address
Section 4. Website and Electronic Communications
Section 5. Ownership of Records and Intellectual Property
ARTICLE III – EXECUTIVE COMMITTEE
Section 1. Powers
Section 2. Number of Executive Committee Members
Section 3. Term of Office
Section 4. Selection and Election
Section 5. Fiduciary Duties
Section 6. Vacancies
Section 7. Removal
Section 8. Filling Vacancies
Section 9. Vacancy of the Chairperson
Section 10. Diversity and Representation
ARTICLE IV – MEETINGS
Section 1. Place of Meetings
Section 2. Annual Open Business Meeting
Section 3. Regular Meetings
Section 4. Special Meetings
Section 5. Quorum
Section 6. Voting
Section 7. Action Without a Meeting
Section 8. Open Participation and Stakeholder Engagement
Section 9. Executive Sessions
Section 10. Electronic Participation
Section 11. Electronic Communications
Section 12. Parliamentary Procedure
ARTICLE V – EXECUTIVE COMMITTEE OFFICERS
Section 1. Officers
Section 2. Voting Rights
Section 3. Chairperson
Section 4. Co-Chairperson
Section 5. Secretary
Section 6. Treasurer
Section 7. Al-Anon Representatives
Section 7.1 Al-Anon Chairperson
Section 7.2 Al-Anon Co-Chairperson
Section 7.3 Al-Anon Advisor
Section 8. Advisor
Section 9. Planning Committee
Section 10. Compensation and Reimbursement
ARTICLE VI – PLANNING COMMITTEE
Section 1. Description
Section 2. Planning Committee Positions
Section 3. Committee Chair Requirements
Section 4. Meetings
Section 5. Powers
Section 6. Term of Office
Section 7. Selection
Section 8. Attendance
Section 9. Stakeholder Participation
Section 10. Vacancies
Committee Descriptions
Activities Chair
Miss AALA Drag Icon Pageant Chair
Saturday Night Musical Chair
Food & Hospitality Chair
Commemoratives Chair
Sound System/DJ Chair
Fundraising Chair
Graphics and AI Chair
Newcomer, Sober Living & Treatment Chair
Program Chair
Black Chair
TGI (Transgender, Gender Diverse & Intersex) Chair
Latinx Chair
Inclusion/ADA Chair
Indigenous Chair
Registration Chair
Security Chair
Website Chair
Volunteer Coordinator
Social Media & Communications Chair
Al-Anon Chair
ARTICLE VII – TRADEMARK, LOGO, AND INTELLECTUAL PROPERTY
Section 1. Trademark and Logo
Section 2. Ownership of Intellectual Property
Section 3. Use of Name and Logo
ARTICLE VIII – FINANCIAL GOVERNANCE AND OTHER PROVISIONS
Section 1. Contracts and Corporate Documents
Section 2. Banking and Financial Controls
Section 3. Authorized Signatories
Section 4. Dual Approval Requirement
Section 5. Two-Factor Authentication
Section 6. Budget Approval
Section 7. Financial Transparency
Section 8. Diversion of Assets and Financial Accountability
Section 9. Conflict of Interest
Section 10. Records and Digital Assets
Section 11. Whistleblower Protection
Section 12. Document Retention
Section 13. Leadership Transition
Section 14. Diversity, Equity, Inclusion, Accessibility, and Belonging
Section 15. Construction and Definitions
Section 16. Amendments
Section 17. Corporate Seal
Section 18. Fiscal Year
Section 19. Indemnification
Section 20. Dissolution and Distribution of Assets
Section 21. Parliamentary Authority
Section 22. Nonprofit and Tax-Exempt Status
BYLAWS OF AALA ROUNDUP, INC.
A California Nonprofit Public Benefit Corporation
ARTICLE I
PURPOSE, MISSION, VISION, AND INCLUSION
Section 1. Purpose
The primary purpose of AALA Roundup, Inc. ("AALA") is to organize, sponsor, and conduct an annual recovery convention and related activities for members of Alcoholics Anonymous, Al-Anon Family Groups, and others seeking recovery support. The convention shall provide opportunities for fellowship, education, service, and recovery in a safe, welcoming, and inclusive environment.
Section 2. Goals
The goals of AALA include:
To serve as trusted servants and not governors.
To provide positive social and recovery-focused experiences consistent with the principles of Alcoholics Anonymous and Al-Anon.
To organize workshops, meetings, educational programs, and social activities that support recovery.
To remain financially self-supporting.
To promote sobriety and recovery through the Twelve Steps and Twelve Traditions of Alcoholics Anonymous.
To help individuals learn how to live sober and build healthy relationships within the recovery community.
To create a safe, welcoming, and nurturing recovery environment.
To foster unity, dignity, and mutual respect among all participants.
To provide opportunities to share experience, strength, and hope.
To operate in a manner consistent with applicable Alcoholics Anonymous Conference and Convention Guidelines.
Section 3. Mission
The mission of AALA is to carry the message of recovery through meetings, workshops, activities, entertainment, fellowship, and service opportunities that support sobriety and personal growth. The annual Roundup shall be open to all individuals who wish to participate and support recovery.
Section 4. Vision
AALA strives to build a recovery community that respects, honors, and welcomes all individuals regardless of identity, background, beliefs, life experiences, or stage of recovery. AALA seeks to create an environment where all participants are treated with dignity, respect, compassion, and understanding.
Section 5. Core Purpose Statement
AALA welcomes all individuals seeking recovery, fellowship, and community. The Corporation is dedicated to creating an environment where people are treated with dignity and respect regardless of background, identity, beliefs, or life experience.
The focus of AALA shall remain recovery, service, unity, fellowship, and carrying a message of hope to all who seek it.
Section 6. Policy of Inclusion
AALA is committed to providing a welcoming, inclusive, accessible, and respectful environment for all individuals.
The Corporation shall not unlawfully discriminate on the basis of:
Race
Color
Ethnicity
Ancestry
National origin
Religion
Creed
Age
Disability
Sex
Gender
Gender identity
Gender expression
Sexual orientation
Marital status
Military or veteran status
Recovery pathway
Socioeconomic status
Any other status protected by applicable law
Participation, volunteer opportunities, scholarships, leadership positions, committee service, and activities shall be available without unlawful discrimination.
AALA values diversity, equity, inclusion, accessibility, belonging, and mutual respect and shall strive to foster a safe and supportive community for all participants.
ARTICLE II
MEMBERS
Section 1. Members
The Corporation shall have no voting members.
Pursuant to the California Nonprofit Public Benefit Corporation Law, any action that would otherwise require approval by members shall require approval only by the Executive Committee.
All rights that would otherwise belong to members shall be exercised by the Executive Committee.
Section 2. Associates
The Corporation may refer to participants, volunteers, donors, attendees, committee members, or supporters as "members" for fellowship, communication, or community purposes.
Such references do not create legal membership rights under California law and do not grant voting rights, ownership interests, or governance authority within the Corporation.
Section 3. Mailing Address
For purposes of continuity and official correspondence, the Corporation shall maintain a mailing address as determined by the Executive Committee.
The Executive Committee may change the mailing address as needed to support the operations of the Corporation.
Section 4. Website and Electronic Communications
The Corporation shall maintain an official website and may maintain social media accounts and other electronic communication platforms for the purpose of providing information regarding the Roundup and related activities.
The Executive Committee shall maintain oversight of all official communication channels and ensure continuity of access between incoming and outgoing officers.
All websites, social media accounts, digital records, domain names, databases, and related digital assets are the property of the Corporation.
Section 5. Ownership of Records and Intellectual Property
All records, documents, reports, meeting minutes, graphics, photographs, videos, digital assets, registration data, donor information, websites, social media accounts, passwords, trademarks, and materials created or maintained on behalf of AALA shall remain the property of the Corporation.
Such materials shall be transferred promptly to successor officers or committee chairs upon completion of a term of service.
Next section: ARTICLE III – Executive Committee (including powers, terms, elections, vacancies, and leadership structure).
ARTICLE III
EXECUTIVE COMMITTEE
Section 1. Powers
The Executive Committee shall serve as the governing body of the Corporation and shall be responsible for the overall management, direction, financial oversight, and administration of AALA Roundup.
The Executive Committee shall:
Establish policies and procedures for the operation of the Corporation.
Approve budgets, contracts, expenditures, and major financial decisions.
Ensure compliance with applicable federal, state, and local laws.
Protect and manage the assets of the Corporation.
Appoint committees and delegate responsibilities as necessary.
Oversee implementation of the Corporation's mission, goals, and programs.
Maintain accountability, transparency, and fiduciary responsibility in all organizational matters.
The Executive Committee may delegate responsibilities to officers, committee chairs, volunteers, consultants, or other individuals but retains ultimate responsibility for all corporate affairs.
The Executive Committee is encouraged to seek input from the Planning Committee and stakeholders whenever practical and appropriate.
Section 2. Number of Executive Committee Members
The Executive Committee shall consist of not fewer than five (5) and not more than nine (9) members.
Voting members shall always constitute an odd number whenever reasonably possible to reduce the likelihood of tie votes.
The Executive Committee may adjust the number of positions as necessary to support the needs of the Corporation.
Section 3. Term of Office
Executive Committee members shall serve a one-year term beginning July 1 and ending June 30.
An Executive Committee member shall continue serving until:
The expiration of the term;
A successor is elected and qualified;
Resignation;
Removal; or
The office is declared vacant pursuant to these Bylaws.
Unless otherwise approved by the Executive Committee, no individual shall serve more than five (5) consecutive years in the same Executive Committee position.
Section 4. Selection and Election
Executive Committee members shall be elected annually at the Annual Open Business Meeting.
Candidates may be nominated for:
A new term;
An open position;
A vacant position.
Election shall occur by majority vote of eligible participants present and voting at the Annual Open Business Meeting.
The Executive Committee shall establish election procedures consistent with these Bylaws and the principles of fairness, transparency, and inclusion.
Section 5. Fiduciary Duties
Executive Committee members owe duties of care, loyalty, and obedience to the Corporation.
Each Executive Committee member shall:
Act in the best interests of the Corporation.
Exercise reasonable care and diligence.
Protect the Corporation's assets and reputation.
Maintain confidentiality where appropriate.
Avoid conflicts of interest.
Comply with applicable laws and these Bylaws.
Executive Committee members are expected to model integrity, accountability, service, and recovery principles.
Section 6. Vacancies
An Executive Committee position shall be considered vacant upon:
Death;
Resignation;
Removal;
Inability to serve;
Failure to meet eligibility requirements; or
Creation of additional Executive Committee positions.
The Executive Committee may declare a position vacant if a member:
Is unable to perform the duties of the office;
Is found to have violated applicable nonprofit laws;
Has engaged in fraud, misconduct, or misuse of corporate assets;
Has failed to fulfill the responsibilities of the office;
Has engaged in conduct substantially inconsistent with the mission and values of AALA.
Section 7. Removal
The Executive Committee may remove one of its members for cause by a two-thirds (2/3) vote of those present and voting.
Prior to removal, the member shall receive:
Written notice of the concerns;
An opportunity to respond;
A fair review process.
Grounds for removal may include:
Representing AALA while under the influence of alcohol or illicit drugs;
Unauthorized disclosure of confidential information;
Promotion of alcohol or drug use at Roundup events;
Fraud or misuse of assets;
Repeated failure to fulfill responsibilities;
Chronic absenteeism;
Harassment, discrimination, bullying, retaliation, or behavior creating an unsafe environment;
Conduct contrary to the mission and well-being of the Corporation.
Whenever practical, supportive communication, mentoring, and opportunities for improvement should be attempted before removal.
Section 8. Filling Vacancies
Vacancies shall be filled by appointment of the Chairperson with approval of a majority of the remaining Executive Committee members.
Individuals appointed to fill vacancies shall serve the remainder of the unexpired term.
The Executive Committee may waive certain experience or sobriety requirements when necessary to fill a vacancy, provided such waiver is approved by a majority vote of the Executive Committee.
Section 9. Vacancy of the Chairperson
If the Chairperson position becomes vacant, the remaining voting members of the Executive Committee shall elect a replacement by majority vote.
Preference should be given to individuals with prior Executive Committee experience and demonstrated leadership within AALA.
The replacement shall serve the remainder of the unexpired term.
Section 10. Diversity and Representation
AALA values diverse leadership and encourages representation from the broad range of communities served by the Corporation.
In selecting and electing leadership, participants are encouraged to consider diversity of experience, background, recovery journey, gender identity, race, ethnicity, age, disability status, and other perspectives that strengthen the organization and support its mission of inclusion and belonging.
Next: ARTICLE IV – Meetings (Annual Open Business Meeting, quorum, electronic participation, open stakeholder participation, and voting procedures).
ARTICLE IV
MEETINGS
Section 1. Place of Meetings
Meetings of the Executive Committee and Planning Committee may be held in person, electronically, or in a hybrid format at a location designated by the Executive Committee.
Meetings should be conducted in a manner that promotes accessibility, participation, transparency, and effective communication.
Section 2. Annual Open Business Meeting
The Corporation shall hold an Annual Open Business Meeting during the annual Roundup event.
The purpose of the Annual Open Business Meeting shall be to:
Receive reports from officers and committee chairs;
Review the financial status of the Corporation;
Elect Executive Committee and Planning Committee members;
Consider proposed bylaw amendments;
Conduct other business appropriate to the welfare of the Corporation.
Notice of the Annual Open Business Meeting shall be provided through official communication channels prior to the Roundup.
Section 3. Regular Meetings
The Executive Committee shall hold at least ten (10) regular meetings each fiscal year.
The Planning Committee shall hold at least ten (10) regular meetings each fiscal year.
Notice of regular meetings, including the agenda and prior meeting minutes when available, shall be distributed electronically at least three (3) days before the meeting.
The Executive Committee may establish an annual meeting schedule at the beginning of each fiscal year.
Section 4. Special Meetings
Special meetings may be called when necessary by:
The Chairperson;
The Co-Chairperson;
The Secretary;
The Treasurer;
The Al-Anon Chairperson; or
A majority of the Executive Committee.
Notice shall be provided:
At least five (5) days in advance by mail; or
At least forty-eight (48) hours in advance by telephone, electronic communication, or personal delivery.
Notice shall include the purpose of the special meeting whenever practical.
Section 5. Quorum
A majority of the currently authorized voting members of the Executive Committee shall constitute a quorum for conducting Executive Committee business.
A majority of the currently authorized Planning Committee members shall constitute a quorum for conducting Planning Committee business.
If a quorum is present at the beginning of a meeting, business may continue provided sufficient members remain present to approve actions.
No official action may be taken without a quorum.
Section 6. Voting
Unless otherwise specified in these Bylaws, actions shall be approved by a majority vote of those present and voting.
Abstentions shall not count as votes cast.
Voting may occur in person, electronically, or through other methods approved by the Executive Committee.
The Chairperson may vote on all matters.
Section 7. Action Without a Meeting
Any action required or permitted to be taken by the Executive Committee may be taken without a meeting if all voting members provide written or electronic consent.
Such consent shall have the same force and effect as a unanimous vote at a properly called meeting.
All written consents shall be maintained with the official records of the Corporation.
Section 8. Open Participation and Stakeholder Engagement
AALA values transparency, collaboration, and community participation.
Planning Committee meetings shall generally be open to stakeholders, volunteers, committee members, scholarship recipients, and members of the recovery community who wish to participate in the planning and success of the Roundup.
Guests may participate in discussions at the discretion of the Chairperson.
The Executive Committee may enter executive session when discussing confidential, legal, personnel, contractual, financial, or other sensitive matters.
Section 9. Executive Sessions
The Executive Committee may conduct closed executive sessions when necessary to discuss:
Personnel matters;
Legal issues;
Contract negotiations;
Financial investigations;
Confidential complaints;
Matters involving privacy or safety.
Only individuals authorized by the Executive Committee may attend executive sessions.
Any actions resulting from executive session shall be documented in the official records to the extent appropriate.
Section 10. Electronic Participation
Meetings may be conducted through video conference, telephone conference, or other electronic means.
Members participating electronically shall be considered present and entitled to vote provided all participants can reasonably hear and communicate with one another.
Electronic participation shall carry the same rights and responsibilities as in-person attendance.
Section 11. Electronic Communications
Electronic communications shall be recognized as valid for:
Meeting notices;
Agendas;
Distribution of minutes;
Written reports;
Voting where authorized;
Written consents;
Official organizational communications.
The Executive Committee may establish additional policies governing electronic communication and record retention.
Section 12. Parliamentary Procedure
Meetings shall be conducted in a fair, respectful, and orderly manner that encourages participation and consensus whenever possible.
The most current edition of Robert's Rules of Order Newly Revised shall govern meeting procedure when not inconsistent with these Bylaws, the Articles of Incorporation, or applicable law.
Next: ARTICLE V – Executive Committee Officers (Chairperson, Co-Chairperson, Secretary, Treasurer, Al-Anon officers, Advisor, Committees, and Compensation).
ARTICLE V
EXECUTIVE COMMITTEE OFFICERS
Section 1. Officers
The Executive Committee shall consist of the following officers:
Chairperson
Co-Chairperson
Secretary
Treasurer
Advisor
Al-Anon Chairperson
Al-Anon Co-Chairperson
Al-Anon Advisor
Additional officer positions may be established by amendment to these Bylaws.
Section 2. Voting Rights
The following Executive Committee members shall be voting members:
Chairperson
Co-Chairperson
Secretary
Treasurer
Al-Anon Chairperson
The Advisor, Al-Anon Co-Chairperson, and Al-Anon Advisor shall serve as non-voting members unless otherwise provided by these Bylaws.
Whenever possible, the Executive Committee shall maintain an odd number of voting members.
In the event of a tie vote resulting from absences, vacancies, or abstentions, the Advisor may cast a deciding vote.
Section 3. Chairperson
The Chairperson serves as the chief volunteer officer of the Corporation and is responsible for overall leadership and administration of AALA Roundup.
Responsibilities include:
Presiding over Executive Committee and Planning Committee meetings.
Providing leadership and direction to committees.
Ensuring compliance with these Bylaws.
Representing AALA in official matters.
Supervising implementation of Executive Committee decisions.
Serving as an authorized signatory on corporate accounts.
Coordinating annual planning efforts.
Promoting inclusion, transparency, accountability, and community engagement.
Minimum qualifications should include:
Five (5) years of continuous sobriety; however, three (3) years may be acceptable if currently serving as Co-Chairperson.
Two (2) years of Planning Committee experience.
Two (2) years of Executive Committee experience, or one (1) year if currently serving as Co-Chairperson.
The Chairperson position is intended to be part of a leadership succession process consisting of service as Co-Chairperson, Chairperson, and Advisor whenever practical.
Section 4. Co-Chairperson
The Co-Chairperson assists the Chairperson and assumes the duties of the Chairperson when necessary.
Responsibilities include:
Assisting with organizational leadership.
Supporting committee operations.
Coordinating special projects.
Preparing for future service as Chairperson.
Serving as an authorized signatory on corporate accounts.
Minimum qualifications should include:
Four (4) years of continuous sobriety.
Two (2) years of Planning Committee experience.
One (1) year of Executive Committee experience.
AALA encourages leadership diversity and representation when selecting officers.
Section 5. Secretary
The Secretary is responsible for maintaining the official records of the Corporation.
Responsibilities include:
Recording and maintaining meeting minutes.
Maintaining corporate records and historical documents.
Maintaining current copies of the Bylaws and policies.
Providing meeting notices and agendas.
Managing official correspondence.
Maintaining records retention systems.
Overseeing transfer of records between officers and committee chairs.
Serving as an authorized signatory on corporate accounts.
Minimum qualifications should include:
Three (3) years of continuous sobriety.
Two (2) years of Planning Committee or Executive Committee experience.
Strong organizational and communication skills.
Section 6. Treasurer
The Treasurer is responsible for the financial management and oversight of the Corporation.
Responsibilities include:
Maintaining financial records.
Reconciling bank accounts.
Presenting financial reports.
Assisting with budgeting and financial planning.
Coordinating tax filings and regulatory compliance.
Working with accountants, bookkeepers, and tax professionals.
Maintaining financial controls.
Overseeing registration-related financial activities.
Serving as an authorized signatory on corporate accounts.
Minimum qualifications should include:
Five (5) years of continuous sobriety.
Two (2) years of Planning Committee or Executive Committee experience.
Demonstrated financial management skills.
For leadership balance and internal controls, it is recommended that the Treasurer and Secretary be individuals with different perspectives and responsibilities whenever practical.
Section 7. Al-Anon Representatives
Al-Anon representatives are selected by the Al-Anon fellowship and serve as liaisons between Al-Anon and AALA Roundup.
Their responsibilities include:
Coordinating Al-Anon participation.
Supporting Al-Anon programming.
Promoting communication between AA and Al-Anon communities.
Providing regular reports.
Supporting Al-Anon fundraising and scholarship efforts.
Section 7.1 Al-Anon Chairperson
The Al-Anon Chairperson:
Serves as a voting member of the Executive Committee.
Serves as a voting member of the Planning Committee.
Oversees Al-Anon activities.
Coordinates Al-Anon programming and participation.
Assists with Al-Anon financial oversight.
Section 7.2 Al-Anon Co-Chairperson
The Al-Anon Co-Chairperson:
Serves as a non-voting member of the Executive Committee.
Serves as a voting member of the Planning Committee.
Assists the Al-Anon Chairperson.
Coordinates communication between committees.
Provides reports and support as needed.
Section 7.3 Al-Anon Advisor
The Al-Anon Advisor:
Serves as a non-voting member of the Executive Committee.
Is generally the immediate past Al-Anon Chairperson.
Provides guidance and continuity to incoming leadership.
If the position is vacant, the Al-Anon Chairperson may appoint another former Al-Anon Chairperson with Executive Committee approval.
Section 8. Advisor
The Advisor is generally the immediate past Chairperson.
Responsibilities include:
Providing continuity and institutional knowledge.
Mentoring incoming leadership.
Supporting leadership transitions.
Serving as an authorized signatory on corporate accounts.
Casting tie-breaking votes when authorized by these Bylaws.
If the position becomes vacant, the Chairperson may nominate another former Chairperson for approval by the Executive Committee.
Section 9. Planning Committee
The Executive Committee shall establish and oversee a Planning Committee consisting of committee chairs elected or appointed pursuant to these Bylaws.
The Planning Committee shall assist with planning, organizing, and implementing activities necessary for the successful operation of the Roundup.
Committee descriptions and responsibilities are outlined in Article VI.
Section 10. Compensation and Reimbursement
No Executive Committee member, Planning Committee member, officer, or volunteer shall receive compensation for serving in their official capacity.
Reasonable expenses incurred on behalf of the Corporation may be reimbursed if:
The expense was authorized in advance or falls within an approved budget;
Documentation is provided;
Reimbursement is approved according to established financial procedures.
No individual shall receive any portion of the Corporation's net earnings or assets except as permitted by law and these Bylaws.
Next section: ARTICLE VI – Planning Committee (all committee descriptions, requirements, meetings, attendance, stakeholder participation, vacancies, and committee responsibilities). This will be the largest article in the bylaws.
ARTICLE VI
PLANNING COMMITTEE
Section 1. Description
The Planning Committee is responsible for planning, organizing, coordinating, and supporting all aspects of the AALA Roundup.
The Planning Committee shall consist of one Chairperson from each committee recognized by these Bylaws. Committee Co-Chairs may assist their committees but are not voting members of the Planning Committee unless otherwise specified.
The Planning Committee serves as the primary operational body responsible for implementing the goals, activities, and programs of the Roundup under the direction of the Executive Committee.
Section 2. Planning Committee Positions
The Planning Committee shall consist of the following committee chairs:
Activities Chair
Miss AALA Drag Icon Pageant Chair
Saturday Night Musical Chair
Food & Hospitality Chair
Commemoratives Chair
Sound System/DJ Chair
Fundraising Chair
Graphics and AI Chair
Newcomer, Sober Living & Treatment Chair
Program Chair
Black Chair
TGI (Transgender, Gender Diverse & Intersex) Chair
Latinx Chair
Inclusion/ADA Chair
Indigenous Chair
Registration Chair
Security Chair
Website Chair
Volunteer Coordinator
Social Media & Communications Chair
Al-Anon Chair
Additional committees may be created by the Executive Committee as needed.
Section 3. Committee Chair Requirements
Election or appointment to a committee chair position constitutes agreement that all records, passwords, files, accounts, and materials related to the position are the property of AALA Roundup.
All materials must be transferred to the incoming chair or Executive Committee at the conclusion of a term.
Unless otherwise specified, committee chairs shall maintain a minimum of one (1) year of continuous sobriety.
Committee chairs are expected to attend Planning Committee meetings and provide regular reports.
No individual may serve as Chair of the same committee for more than three (3) consecutive years unless waived by a two-thirds vote of the Executive Committee.
The Website Chair shall be appointed by the Executive Committee.
Section 4. Meetings
Planning Committee meetings shall be held at times and locations designated by the Executive Committee.
The Planning Committee shall meet at least ten (10) times each fiscal year.
Notice, agenda, and prior meeting minutes shall be distributed electronically at least three (3) days before each meeting whenever practical.
Special meetings may be called by the Executive Committee.
Section 5. Powers
The Planning Committee shall:
Develop recommendations for Executive Committee consideration.
Coordinate Roundup activities.
Monitor committee progress.
Promote collaboration between committees.
Provide reports and updates.
Assist with fundraising, outreach, and community engagement.
Planning Committee recommendations shall be advisory unless otherwise delegated by the Executive Committee.
Section 6. Term of Office
Committee Chairs shall serve one-year terms beginning July 1 and ending June 30.
A Chair shall continue serving until:
The term expires;
A successor is elected or appointed;
The position becomes vacant.
Section 7. Selection
Committee Chairs shall be elected at the Annual Open Business Meeting unless otherwise specified in these Bylaws.
Election shall be by majority vote of eligible participants present and voting.
Section 8. Attendance
Committee Chairs are expected to attend all Planning Committee meetings.
Any Chair unable to attend should notify the Secretary in advance whenever possible.
A Committee Chair missing:
Two (2) consecutive meetings, or
Three (3) meetings during a fiscal year
may be reviewed for removal.
Written reports may be submitted when attendance is not possible.
Section 9. Stakeholder Participation
Planning Committee meetings are intended to encourage transparency, collaboration, and community involvement.
Stakeholders, volunteers, scholarship recipients, community members, and guests may attend Planning Committee meetings unless otherwise restricted by the Executive Committee.
The Planning Committee values open communication, diverse perspectives, and participation from the communities served by AALA.
Section 10. Vacancies
Vacancies may occur through resignation, removal, death, inability to serve, or creation of additional committee positions.
Vacancies shall be filled by appointment of the Executive Chairperson subject to Executive Committee approval.
Whenever practical, concerns regarding performance should first be addressed through communication, mentorship, and support before removal is considered.
COMMITTEE DESCRIPTIONS
Activities Chair
Coordinates activities that enhance fellowship and attendee engagement during the Roundup. Activities may include yoga, movies, bingo, fitness activities, recovery games, morning walks, and social events.
Miss AALA Drag Icon Pageant Chair
Plans and coordinates the annual Miss AALA Drag Icon Pageant. Responsibilities include contestants, judges, rehearsals, staging, music, lighting, awards, volunteers, and event logistics. Works closely with Inclusion Chairs and entertainment committees to ensure accessibility, diversity, and representation.
Saturday Night Musical Chair
Plans, produces, and coordinates the annual AALA musical or talent production. Responsibilities include auditions, rehearsals, performers, production staff, costumes, sound, lighting, stage management, volunteers, and budgeting. Works closely with Inclusion Chairs to promote diversity and representation throughout the production.
Food & Hospitality Chair
Coordinates all food and beverage services throughout the Roundup, including meals, continental breakfasts, food trucks, snack vendors, and hospitality services. Oversees food vendors, hospitality areas, dining logistics, and related décor.
Commemoratives Chair
Coordinates the design, purchasing, inventory, sales, and distribution of commemorative merchandise including shirts, hats, tumblers, pins, lanyards, fans, and related items.
Sound System/DJ Chair
Coordinates sound systems, microphones, speakers, DJs, music, and audio support for meetings, entertainment, workshops, and special events throughout the Roundup.
Fundraising Chair
Plans and coordinates fundraising activities throughout the year. Works with volunteers, donors, sponsors, and community partners to support the financial success of the Roundup.
Minimum sobriety requirement: Two (2) years.
Graphics and AI Chair
Creates and manages graphics, promotional materials, event branding, signage, social media graphics, printed materials, and AI-assisted content used by the Corporation.
Newcomer, Sober Living & Treatment Chair
Welcomes newcomers and connects participants with recovery resources, treatment programs, sober living homes, scholarships, and volunteer opportunities. Works closely with the Volunteer Coordinator and community organizations.
Program Chair
Develops and coordinates the educational and recovery program. Recruits speakers, workshop presenters, moderators, and panelists. Works closely with Inclusion Chairs to ensure diverse representation and programming.
Black Chair
Promotes representation, outreach, and participation of Black and African American members throughout all aspects of the Roundup.
TGI Chair
Promotes inclusion, representation, and participation of transgender, gender-diverse, nonbinary, and intersex individuals throughout the Roundup.
Latinx Chair
Promotes participation, outreach, cultural representation, and accessibility for Latinx, Hispanic, and Spanish-speaking recovery communities.
Inclusion/ADA Chair
Promotes diversity, equity, inclusion, accessibility, and belonging throughout all programs, activities, leadership opportunities, and services.
Indigenous Chair
Promotes inclusion and participation of Indigenous, Native American, Alaska Native, Native Hawaiian, First Nations, and other Indigenous peoples throughout the Roundup.
Registration Chair
Coordinates registration activities, attendee records, check-in operations, volunteer staffing, and registration systems.
Security Chair
Coordinates event safety, volunteer security staffing, crowd management, emergency response support, and communication systems during the Roundup.
Website Chair
Maintains and updates the official AALA website, event information, registration content, schedules, volunteer information, sponsorships, and online resources.
Volunteer Coordinator
Recruits, trains, schedules, and supports volunteers. Works closely with newcomers, scholarship recipients, treatment participants, and sober living residents to connect them with service opportunities.
Social Media & Communications Chair
Promotes the Roundup through social media, websites, email, newsletters, and other communications while maintaining compliance with AA and Al-Anon traditions regarding anonymity.
Al-Anon Chair
Coordinates Al-Anon participation, programming, outreach, fundraising, scholarships, and communication with the Executive Committee and Planning Committee.
Next would be ARTICLE VII – Trademark and ARTICLE VIII – Financial Governance, Banking, Asset Protection, Amendments, Dissolution, and Tax-Exempt Status, which will complete the bylaws.
ARTICLE VII
TRADEMARK, LOGO, AND INTELLECTUAL PROPERTY
Section 1. Trademark and Logo
The AALA Roundup name, logo, branding elements, slogans, artwork, graphics, websites, social media accounts, and other intellectual property are assets of the Corporation.
The annual Roundup logo may vary from year to year to reflect the event theme and community spirit. To preserve continuity and historical identity, the official Roundup logo should incorporate one or more palm trees whenever practical.
The Executive Committee shall maintain oversight of the Corporation's trademarks, branding, logos, and intellectual property.
Section 2. Ownership of Intellectual Property
All intellectual property created for AALA Roundup, including but not limited to:
Logos
Graphics
Flyers
Photographs
Videos
Programs
Musical productions
Pageant materials
Social media content
Websites
AI-generated content
Marketing materials
shall be the property of the Corporation unless otherwise approved in writing by the Executive Committee.
Section 3. Use of Name and Logo
No individual, committee, vendor, contractor, sponsor, or outside organization may use the name, logo, trademarks, or branding of AALA Roundup without authorization from the Executive Committee.
The Executive Committee may establish policies governing appropriate use of organizational branding.
ARTICLE VIII
FINANCIAL GOVERNANCE AND OTHER PROVISIONS
Section 1. Contracts and Corporate Documents
Subject to applicable law, contracts, agreements, loans, leases, and other legally binding documents may be executed on behalf of the Corporation only by authorized officers.
Unless otherwise authorized by the Executive Committee, contracts shall require approval by the Executive Committee before execution.
The Executive Committee may designate authorized signatories as necessary.
Section 2. Banking and Financial Controls
All bank accounts, investment accounts, payment platforms, merchant accounts, and financial accounts shall be maintained under the legal name and Employer Identification Number (EIN) of AALA Roundup, Inc.
The Corporation shall maintain financial controls designed to protect assets and ensure transparency and accountability.
Section 3. Authorized Signatories
Authorized signatories for AALA accounts may include:
Chairperson
Co-Chairperson
Secretary
Treasurer
Advisor
Authorized signatories for Al-Anon accounts may include:
Al-Anon Chairperson
Al-Anon Co-Chairperson
Al-Anon Treasurer (if applicable)
AALA Treasurer
The Executive Committee may modify authorized signatories as needed.
Section 4. Dual Approval Requirement
No financial transaction shall be processed with fewer than two approvals whenever practical.
This requirement applies to:
Checks
Zelle transfers
Electronic fund transfers
Debit card purchases
Online banking transactions
Reimbursements
Vendor payments
Other disbursements
Financial transactions shall be documented and subject to review.
Section 5. Two-Factor Authentication
All banking, merchant processing, financial software, cloud storage, email, and payment systems shall utilize two-factor authentication whenever available.
Access credentials shall be maintained securely and transferred to incoming officers during leadership transitions.
No individual shall retain exclusive control of organizational financial systems.
Section 6. Budget Approval
The Executive Committee shall adopt an annual operating budget.
Routine expenditures included within an approved budget may be authorized pursuant to established procedures.
Expenditures outside an approved budget shall require Executive Committee approval.
Section 7. Financial Transparency
The Treasurer shall provide financial reports at regular Executive Committee meetings.
The Corporation shall maintain complete and accurate financial records.
Financial information shall be made available to stakeholders consistent with transparency, privacy, and legal requirements.
Section 8. Diversion of Assets and Financial Accountability
The Executive Committee has primary responsibility for protecting and managing the assets of the Corporation.
In the event of suspected diversion, loss, theft, misuse, or unauthorized expenditure of assets:
The Executive Committee shall promptly investigate the matter.
Findings shall be documented.
Corrective action shall be implemented as appropriate.
Required governmental disclosures shall be made.
The Corporation recognizes that financial losses may result from inadequate internal controls, insufficient oversight, communication failures, procedural errors, or misconduct.
The Executive Committee shall review such matters and implement improvements to prevent future occurrences.
The Planning Committee, Executive Committee, volunteers, and stakeholders shall work together to restore the financial health of the Corporation through lawful fundraising, donations, grants, sponsorships, and community support when significant losses occur.
Section 9. Conflict of Interest
All officers, committee chairs, volunteers, contractors, and representatives shall act in the best interests of the Corporation.
Actual or potential conflicts of interest shall be disclosed to the Executive Committee.
Individuals with conflicts of interest shall abstain from voting on matters involving those conflicts.
The Executive Committee may adopt additional conflict-of-interest policies consistent with California law and IRS requirements.
Section 10. Records and Digital Assets
All records, passwords, websites, domains, social media accounts, donor databases, registration systems, cloud storage, graphics, AI content, and digital assets created for AALA Roundup are the property of the Corporation.
Outgoing officers and committee chairs shall transfer all records and credentials to incoming leadership within thirty (30) days of leaving office.
Section 11. Whistleblower Protection
AALA Roundup encourages reporting of concerns involving:
Fraud
Financial misconduct
Misuse of assets
Harassment
Discrimination
Retaliation
Safety concerns
Violations of law
Violations of these Bylaws
No individual acting in good faith shall be retaliated against for reporting concerns.
Section 12. Document Retention
The Corporation shall maintain financial, legal, tax, insurance, and corporate records in accordance with applicable laws and accepted nonprofit practices.
The Executive Committee may adopt a records retention policy.
Section 13. Leadership Transition
Outgoing officers and committee chairs shall cooperate fully in transferring responsibilities, records, passwords, contracts, vendor contacts, financial information, and institutional knowledge to incoming leadership.
Transition meetings should occur whenever practical within thirty (30) days of the start of a new fiscal year.
Section 14. Diversity, Equity, Inclusion, Accessibility, and Belonging
AALA Roundup is committed to fostering diversity, equity, inclusion, accessibility, and belonging throughout all levels of the organization.
The Executive Committee, Planning Committee, and all committees shall strive to ensure that leadership opportunities, programming, services, communications, entertainment, fundraising, volunteer opportunities, and scholarships are accessible and welcoming to all.
Section 15. Construction and Definitions
These Bylaws shall be interpreted in accordance with applicable California law.
If any provision conflicts with applicable law, the law shall govern and the remaining provisions shall remain in effect.
Section 16. Amendments
These Bylaws may be amended, revised, or repealed by a two-thirds (2/3) vote of the Executive Committee members present and voting at a regular meeting.
Written notice of proposed amendments shall be distributed at least ten (10) days before the meeting.
The Executive Committee is encouraged to seek input from the Planning Committee and stakeholders before adopting significant amendments.
Section 17. Corporate Seal
The Corporation may maintain and use a corporate seal as permitted by law.
The absence of a seal shall not affect the validity of any corporate action.
Section 18. Fiscal Year
The fiscal year of the Corporation shall begin on July 1 and end on June 30 unless changed by the Executive Committee.
Section 19. Indemnification
To the fullest extent permitted by California law, the Corporation shall indemnify Executive Committee members, Planning Committee members, officers, and volunteers against reasonable expenses incurred in connection with their service to the Corporation when acting in good faith and in the best interests of the Corporation.
Indemnification shall not apply to fraud, gross negligence, willful misconduct, misuse of corporate assets, or material breaches of fiduciary duty.
Section 20. Dissolution and Distribution of Assets
Upon dissolution of the Corporation and after payment of all debts and liabilities, remaining assets shall be distributed to one or more nonprofit organizations qualified under Section 501(c)(3) of the Internal Revenue Code.
Preference should be given to organizations serving recovery communities, including Alcoholics Anonymous, Al-Anon, LGBTQIA2S+ recovery organizations, and similar charitable organizations.
No officer, committee member, volunteer, donor, or individual associated with the Corporation shall receive any portion of the Corporation's assets upon dissolution.
Section 21. Parliamentary Authority
The most current edition of Robert's Rules of Order Newly Revised shall govern the Corporation in all matters not inconsistent with these Bylaws, the Articles of Incorporation, or applicable law.
Section 22. Nonprofit and Tax-Exempt Status
AALA Roundup, Inc. is a California Nonprofit Public Benefit Corporation and a registered charitable organization.
The Corporation is recognized as exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code and from California franchise and income taxation under applicable California law.
Contributions may be deductible to the extent permitted by law.
AALA Roundup, Inc.
EIN: 95-4705625
CERTIFICATION
These Bylaws were adopted by the Executive Committee of AALA Roundup, Inc. on ______________________ and supersede all previous versions.
Chairperson
Co-Chairperson
Secretary
Treasure
Planning Committee
Date: _________________________
This completes the full revised bylaws framework. The next step would be a legal consistency review, renumbering check, and California nonprofit compliance review before formal adoption.
