AALA Bylaws

aala Roundup bylaws

AALA ROUNDUP: A California Nonprofit Public Benefit Corporation

TABLE OF CONTENTS

ARTICLE I: PURPOSE & GOALS 1
Section 1. Purpose
Section 2. Goals

ARTICLE II: MEMBERS
Section 1. Members
Section 2. Associates
Section 3. Mailing Address
Section 4. Website Address

ARTICLE III: EXECUTIVE COMMITTEE
Section 1. Powers
Section 2. Number
Section 3 Term of Office
Section 4. Selection
Section 5. Vacancies

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. Action Without Meeting
Section 7. Closed Meetings
Section 8. Electronic Transmission as Valid Means of Communication

ARTICLE V: EXECUTIVE COMMITTEE
Section 1. Officers
Section 2. Election
Section 3. Chairperson
Section 4. Co-Chairperson
Section 5. Secretary
Section 6. Treasurer
Section 7. Al-Anon
Section 8. Advisor
Section 9. Committees
Section 10. Fees and Compensation

ARTICLE VI: PLANNING COMMITTEE
Section 1. Description
Section 2. Requirements
Section 3. Meetings
Section 4. Powers
Section 5. Term of Office
Section 6. Selection
Section 7. Attendance
Section 8. Closed Meetings
Section 9. Vacancies

ARTICLE VII: TRADEMARK

ARTICLE VIII: OTHER PROVISIONS
Section 1. Endorsement of Documents, Contracts, Etc
Section 2. Bank Accounts
Section 3. Construction and Definitions
Section 4. Amendments
Section 5. Corporate Seal
Section 6. Fiscal Year
Section 7. Indemnification
Section 8. Dissolution: Distribution of Assets
Section 9. Parliamentary Authority

 

BYLAWS OF THE AALA ROUNDUP
A California Nonprofit Public Benefit Corporation

ARTICLE I

PURPOSE & GOALS

Section 1. Purpose.

The primary purpose for which this Corporation is formed is to hold an annual Roundup in the Southern California area for Lesbian, Gay, Bisexual and Transgender members of Alcoholics Anonymous with Al-Anon participation.

Section 2. Goals.

  • To act as trusted servants. We do not govern;
  • To provide a positive social exposure to Alcoholics Anonymous;
  • To hold organized workshops, meetings and social activities within this environment;
  • To be self-supporting;
  • To promote sobriety as a way of life through the Twelve Steps
  • and Twelve Traditions of Alcoholics Anonymous;
  • To help members learn how to live sober and how to relate to others who are sober;
  • To create a safe, nurturing sober weekend;
  • To enhance dignity and establish unity as Lesbian, Gay, Bisexual and Transgender Alcoholics;
  • To share experience, strength and hope; and
  • To abide by and adhere to the Conferences and Conventions Guidelines as issued by the General Services Office of Alcoholics Anonymous.

ARTICLE II

MEMBERS

Section 1.  Members.

The Corporation shall have no members. Pursuant to Section 5310(b)(1) of the Nonprofit Public Benefit Corporation Law of the State of California, any action which would otherwise require approval by the members shall require only the approval of the Executive Committee. All rights which would otherwise vest in the members shall vest in the Executive Committee of this Corporation.

Section 2. Associates.

Nothing in this Article 2 shall be construed as limiting the rights of the Corporation to refer to persons associated with it as “members”, even though such persons are not members, and no such reference shall constitute anyone a member within the meaning of the California Nonprofit Benefit Corporation Law.

Section 3. Mailing Address.

For purposes of continuity, a mail drop service shall be maintained as “AALA, Box 545, 8424 A Santa Monica Blvd., West Hollywood 90069”.

Section 4. Website Address.

For purpose of providing information about the annual Roundup, a website shall be maintained as www.aalaroundup.org.

ARTICLE III

EXECUTIVE COMMITTEE

Section 1. Powers

Subject to the limitations of the Laws of the State of California, the Articles of Incorporation, and the Bylaws, the activities and affairs of the Corporation shall be conducted, and all corporate powers shall be exercised by or under the Executive Committee. The Executive Committee may delegate the management of the activities to any person or persons, provided that the activities and affairs of the Corporation remain under the ultimate direction of the Executive Committee.

While the Executive Committee is charged with all decision making duties on behalf of the Corporation, they are at the same time charged with the responsibility to pass as many of these decisions as feasible on to the Planning Committee for a group conscience vote.

Recommendations to the Executive Committee from the Planning Committee members are submitted for Executive Committee approval, though they may be passed back to the Planning Committee for a vote at the discretion of the Executive Committee.

Section 2. Number

The Corporation shall have not less than four (4), nor more than eight (8) Executive Committee members. The exact number of Executive Committee members is to be fixed within these limits by approval on the Executive Committee in the manner provided in these Bylaws.  The number of voting members of the Executive Committee shall always be an odd number.

Section 3. Term of Office

The initial term for any new Executive Committee member shall be for one (1) year, from July 1 through June 30. In the event of extenuating circumstances the Executive Committee may extend their term in order to fulfill their obligations up to 60 days after their 1 year term before a new election must be held.   An Executive Committee member may be reelected for up to four (4) consecutive terms of one (1) year each. No Executive Committee member may serve more than five (5) consecutive years, except as hereinafter provided.

Section 4. Selection

Executive Committee shall be selected to fill expiring terms of office as they occur annually. Each Executive Committee member shall serve until his/her term expires and a successor has been selected and qualified, or until his/her office has been declared vacant under the provisions of these Bylaws. Executive Committee shall be chosen from those candidates for office, either for a new term or vacant office as further described under the provisions of these Bylaws.

Selection of the Executive Committee will be accomplished on the approval of a candidate by a majority of the participants voting at the annual open business meeting under the provisions of these Bylaws.

Section 5. Vacancies

A vacancy shall be deemed amongst the Executive Committee in the case of death, resignation or removal of any Executive Committee member or if the authorized number of Executive Committee members be increased. The Executive Committee shall declare vacant the office of any Executive Committee member who has been declared of unsound mind by a final order of the court or who has been convicted of judgment to have breached any duties arising under Article 3 of the California Nonprofit Corporation Law.

The Executive Committee may, by a two thirds (2/3) vote of those Executive Committee members present and voting, and upon prior notice and hearing to the involved Executive Committee members(s), declare vacant for cause the office of any Executive Committee member on a finding that the involved Executive Committee member behaved in a manner inappropriate to the stated Goals and Purposes of the Corporation. Such inappropriate behavior may be defined, but not limited to the following activities:

  • Attempting to function as a representative of AALA while under the influence of alcohol and/or other drugs, or any abandonment of his/her own sobriety, or consumption of any amount of alcohol or other drugs; or
  • Unauthorized release of any information or records of past or present recipients of services or participants in Roundup activities; or
  • Knowingly promoting or sanctioning the use of alcohol or drugs by participants in any Roundup events, substance abuse treatment or recovery program; or
  • Exhibiting a lack of involvement, interest and/or support of the Corporation’s activities by unusually frequent or chronic absences from official functions, and/or consistent failure to participate in the discussions of the Executive Committee; or
  • Absence from two or more consecutive regularly scheduled Executive Committee meetings; or
  • Conduct or behavior contrary to the well being and attainment of the Goals of the Corporation.

Vacancies on the Executive Committee shall be filled by the Chairperson and the Chairperson’s selection shall serve out the remainder of the unexpired term of the Executive Committee member who is being replaced. In filling vacancies, the Chairperson may, in his or her discretion, waive or modify the experience and/or sobriety requirements for the person filling the vacancy. Such waiver shall be made with the consent of a majority of the Executive Committee. In the event that the position of Chairperson becomes vacant for any reason, that vacancy shall be filled by majority vote of the remaining members of the Executive Committee.  The person selected must have served on the AALA Planning Committee for two years and Executive Committee for two years or be a member of the Executive Committee in the current fiscal year.

ARTICLE IV

MEETINGS

Section 1. Place of Meetings

In the absence of advance designation otherwise by the Executive Committee, meetings shall be held at the principal location of the Roundup.

Section 2. Annual Open Business Meeting.

The Executive Committee shall hold an annual open business meeting for all participants in the Roundup who wish to attend. The annual open business meeting shall be held on the last day of the annual Roundup event.

Section 3. Regular Meetings.

Regular meetings of the Executive Committee shall be held at least ten (10) times per year, on such dates and such times as shall be fixed by the Executive Committee. Notice of such meetings, together with the proposed agenda and the minutes of the previous meeting shall be mailed to each Executive Committee member at least seven (7) days prior to the meeting, or sent electronically at least three (3) days prior to the meeting.

Section 4. Special Meetings.

Special Meetings of the Executive Committee for any purpose may be called at any time by the Chairperson, Co-Chairperson, Secretary, Treasurer or the Al-Anon Chairperson. Special Meetings shall be held upon five (5) days notice by first class U.S. Mail or forty eight (48) hours notice given personally or by email or telephone. Any such notice shall be addressed or delivered to each Executive Committee member at his/her address as has been given to the Corporation by the Executive Committee member for purposes of notice.

Section 5. Quorum.

A majority of the currently authorized and elected Executive Committee members constitutes a quorum of the Executive Committee, except where otherwise provided by these Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Executive Committee members, if any action taken thereupon is approved by at least a majority of the required quorum for such meeting. Planning Committee meetings require a quorum of Executive Committee members only.

Section 6. Action Without Meeting.

Any action required or permitted to be taken by the Executive Committee may be taken without a meeting if all members of the Executive Committee consent in writing to such action. Such consent shall have the effect of an unanimous decision of the Executive Committee and shall be filed with the minutes of the proceedings of the Executive Committee.

Section 7. Closed Meetings

All meetings of the Executive Committee shall be closed to the public. The Chairperson or a majority of the Executive Committee members may invite selected Planning Committee members, consultants and others to Executive Committee meetings as may be needed from time to time.

Section 8. Electronic Transmission as a Valid Form of Communication.

Electronic transmission shall be a valid form of communication for notice of Regular Meetings and Special Meetings, Quorum, and Actions Without Meeting.

ARTICLE V

EXECUTIVE COMMITTEE

Section 1. Officers.

The Officers of the Corporation shall be a Chairperson, a Co-Chairperson, a Secretary, a Treasurer, an Advisor (former year Chairperson), Al-Anon Chairperson, Al-Anon Co-Chairperson and Al-Anon Advisor (former year Al-Anon Chairperson). These officers shall be known as the Executive Committee.  The Advisor, Al-Anon Co-Chairperson and Al-Anon Advisor shall be non-voting members of the Executive Committee.  The remaining members of the Executive Committee shall be voting members.  The Executive Committee shall always have an odd number of voting members.  In the event of a tie vote among the voting members of the Executive Committee due to the absence or abstention of one or more of the voting Executive Committee members, the Advisor shall cast the tie-breaking vote.

Section 2. Election.

The Executive Committee of the Corporation shall be chosen at the annual open business meeting by a majority of participants attending said meeting, shall serve as trusted servants of the general membership, and shall hold their respective offices until their resignation, removal or other disqualification, or until their respective successors shall be selected.

Section 3. Chairperson.

The Chairperson shall preside at all meetings of the Executive Committee and Planning Committee and has general supervision of the business and committees of the Corporation.

Requirements for the office of Chairperson include:

  1. Minimum of five (5) years sobriety time, except if serving as Co-Chairperson when nominated for Chairperson, in which case the minimum sobriety time shall be three (3) years; and
  2. Must have served on the AALA Planning Committee for two (2) years, and Executive Committee for two (2) years prior, except if serving as Co-Chairperson when nominated for Chairperson, in which case one (1) year of prior Executive Committee service shall be sufficient.

In the interest of continuity, it is customary that the former year’s Co-Chairperson be nominated for the post of Chairperson.

It should be clearly understood by the nominees that the position of the Chairperson is a two year term; the first year as Chairperson as further described below, the second year as Advisor to the following year’s Executive Committee.

The Chairperson oversees all Executive Committee and Planning Committee activities, countersigns all checks for approval disbursements, chairs the annual open business meeting after closing of the Roundup, and hosts the banquet dinner meeting. High visibility around the AA meeting circuit and at outside functions is highly desirable. This is the most stressful and demanding job of the Roundup. Candidates should assume a minimum of four meetings per month; more at Roundup time. Knowledge of the Twelve Traditions and a thorough understanding of the Guidelines for Conference and Conventions is important. The Chairperson shall be an authorized signatory on the AA bank accounts for the AALA Roundup.

Section 4. Co-Chairperson.

The Co-Chairperson shall preside over all meetings of the Executive and Planning Committees in the absence of the Chairperson. The Co-Chairperson shall also be responsible for fulfilling all other such duties and responsibilities as may be prescribed to the Chairperson in the event of the latter’s absence or inability to perform. The Co-Chairperson shall be an authorized signatory on all AALA Roundup bank accounts.  The Co-Chairperson shall have such other duties and responsibilities as may be prescribed by the Chairperson from time to time.

The Co-Chairperson is the liaison between the AALA Roundup Executive Committee and the Al-Anon Committee. The Co-Chairperson should be available to assist any Planning Committee chairperson as required. The Co-Chairperson presides at the opening meeting during the Roundup.

Requirements for the office of Co-Chairperson include:

  1. Minimum of four (4) years of sobriety time,
  2. Must have served on the AALA Planning Committee 2 years, and Executive Committee for 1 or more years; and
  3. For the purpose of balance, it is recommended that the Candidate for the office of Co-Chairperson be of a different gender identity than the newly elected Chairperson.

The Co-Chairperson works closely with and supports the Chairperson. It is assumed that the Co-Chairperson will be groomed by the Chairperson for nomination to the position of Chairperson in the coming year.

Section 5. Secretary

The Secretary shall keep a book of minutes of all meetings of the Executive Committee and Planning Committee with the time and place of holding, whether regular or special, and if special how authorized and the notice given, and the names of those present at each meeting.

The Secretary shall also keep the original or a copy of the Corporation’s Articles and Bylaws, with all amendments thereto.

The Secretary shall file minutes of all meetings, unanimous written consents of the Executive Committee without a meeting, all resolutions of the Executive Committee and changes to the AALA Roundup Bylaws with the AALA Roundup corporate counsel.

The Secretary shall give notice of all meetings of the Board or its committees and shall have such other powers and duties as may be prescribed by the Chairperson from time to time.

The Secretary maintains all monthly committee reports to be ultimately kept in Roundup archives.

The Secretary shall be an authorized signatory on all AALA Roundup bank accounts.

Requirements for the office of Secretary include:

  1. Minimum of three (3) years’ sobriety time,
  2. Must have served on the AALA Planning Committee or Executive Committee two (2) or more years; and
  3. Good written communication skills.

Section 6. Treasurer.

The Treasurer shall be the individual directly responsible for the financial affairs of the Corporation. The Treasurer has, subject to the control of the Executive Committee, the duty to keep and maintain adequate and correct accounts of the properties and business transactions of the Corporation, reconcile bank accounts, etc.  Such records will be at all times open to inspection by any Executive Committee member. The Treasurer shall be an authorized signatory on all AALA Roundup bank accounts.  The Treasurer will have such other duties and powers as may be prescribed by the Chairperson from time to time.

Requirements for the office of Treasurer include:

  1. Minimum of five (5) years’ sobriety time;
  2. Must have served on the AALA Planning Committee or Executive Committee two (2) or more years;
  3. Must have financial experience and familiarity with basic accounting and budgeting procedures, bank reconciliations, etc.
  4. Treasurer must work closely with AALA’s Certified Public Accountant or Enrolled Agent.

For the purpose of balance, it is also recommended that the Treasurer be of a different gender identity than the Secretary.

In addition to the other responsibilities, the Treasurer works closely with the Registration committee.

Section 7. Al-Anon.

These are the representatives selected by Al-Anon to be the delegate to the AALA Roundup Executive Committee, and who works with the AA Planning Committee in basic participation in the Roundup for Al-Anons. Gives monthly reports of all Al-Anon activities and coordinates transfers of monies on a monthly basis. Oversees all Al-Anon activities.

Section 7.1 Al-Anon Chair.

Is a voting member of both the Executive and Planning Committees, coordinates transfers of monies on a monthly basis, and oversees all Al-Anon activities.

Section 7.2 Al-Anon Co-Chair.

Is a non-voting member of the Executive Committee and a voting member of the Planning Committee, gives monthly reports and coordinates the transfer of information to and from the AA and Al-Anon Committees.

Section 7.3 Al-Anon Advisor.

Is a non-voting member of the Executive Committee. The Al-Anon Advisor is the immediate past Al-Anon Chair.  If this position becomes vacant, it can be offered, at the discretion of the newly-elected Al-Anon Chairperson, to another former Al-Anon Chairperson.

Section 8. AA Advisor.

The AA Advisor position is the post on the Executive Committee filled by the immediate past Chairperson. If this position becomes vacant it can be offered at the discretion of the newly elected Chairperson to another former Chairperson. The Advisor shall be an authorized signatory on AALA Roundup bank accounts.

Section 9. Committees.

The Executive Committee shall have a Planning Committee comprised of the duly elected chairpersons of the following committees. (Co-Chairs of these committees are not a part of the Planning Committee.)

  1. Activities
  2. Archives/Hospitality
  3. Banquet;
  4. Commemorative Items;
  5. Entertainment;
  6. Fund Raising;
  7. Graphics;
  8. Newcomer Liason;
  9. Hospitality;
  10. Program;
  11. Publicity;
  12. Raffle;
  13. Registration;
  14. Security;
  15. Website;
  16. Volunteer;
  17. Al-Anon

Section 10. Fees and Compensation.

No Executive Committee or Planning Committee member, or any other individual, shall receive, at any time any of the net earnings or pecuniary surplus from the operation of the Corporation. Committee members may not receive any compensation for their services, but can receive reimbursement for expenses, as may be authorized by the Executive Committee.

ARTICLE VI

PLANNING COMMITTEE

Section 1. Description.

The Planning Committee is made up of one Chairperson for each of the committees listed in Article 5, Section 9, above.

Their function and description is as follows:

Activities

  • Good organizationals skills and communication skills are helpful;
  • Heavy on-site commitment;
  • Coordinates onsite activities to help enhance the roundup experience.  Such  activities may include; movies, yoga, bingo, morning walks, etc.;
  • Procures all DJs for any dance or music element;
  • Works closely with entertainers, publicity and graphics chairs.

Archives/Hospitality

  • Maintains previous year’s records and archival items;
  • Coordinates access to archival items;
  • Procures each year’s items for the Archives;
  • Responsible for the set-up and break-down of the Archives exhibit on-site;
  • Responsible for the storage and maintenance of the archival items; and,
  • Maintains lists of and coordinates on-site volunteers during the Roundup weekend for all Planning Committee Chairs.
  • Obtains, coordinates and oversees volunteers for Hospitality Room;
  • Good organizational skills and communication skills are helpful;
  • Experience in the food industry is helpful;
  • Coordinates Hospitality Room refreshments;
  • Organizational skills are necessary; and
  • Extremely heavy commitment on-site.

Banquet

  • Assigns and orchestrates Banquet seating plan;
  • Works closely with Registration Chair;
  • Heavy on-site commitment
  • Responsible for all food venues on site;
  • Works with Co-Chair and hotel Food and Beverage Director;
  • Responsible for all Banquet décor.

Commemorative Items

  • Researches, prices and proposes quality items for sale;
  • Order, stocks and maintains inventory to be sold on-site;
  • Prepares financial records relating to commemoratives;
  • Works closely with Graphics;
  • Experience relating to retail and display are helpful; and
  • On-site commitment is necessary.

Entertainment

  • Plan, produce and execute entertainment for the convention;
  • Set up auditions and rehearsals;
  • Responsible for sound, lights, music, and production staff;
  • Extremely heavy workload during year and on-site;
  • Ability to lead, delegate, and organize a large group is helpful;
  • Access to a computer also necessary;
  • Access to volunteers; and
  • Knowledge of related financial budgets.

Fundraising

  • Responsible for organization and presentation of various events throughout the year prior to the convention;
  • Creative and organizational skills a must;
  • Access to large number of volunteers;
  • Contacts in the production field is vital.
  • Requires a minimum of two (2) years of sobriety time

Graphics

  • Creates and designs posters, signs, flyers, stationary, mailers, programs, banquet tickets, etc.;
  • Obtains bid and coordinates printing for production and delivery;
  • Submits logo designs for approval;
  • Professional graphics contacts and vendors are necessary;
  • Works with all committees in maintaining graphic image;
  • Complete knowledge and experience of design, production, layout, organization, and scheduling of graphics is vital.

Newcomer Liaison

  • Develops a mentor program for newcomers to the convention;
  • Works with Program Chair to ensure there are workshops targeted to AA newcomers and those new to the AALA convention.
  • Maintains a physical space at the convention that works as a “home base” for newcomers to return to for direction and information;
  • Works with other committee chairs (Volunteers, Activities, etc.) to identity newcomer service opportunities;
  • Advocates for newcomer consideration in all Planning Committee conversations;
  • Extremely heavy time commitment on-site.

Program

  • Requires a minimum of two (2) years of sobriety time;
  • Network with other Roundups and AA groups nationwide;
  • Research tape libraries for convention speakers and workshop leaders;
  • Good organizational and communication skills are vital;
  • Familiarity with the 12 Traditions as well as the sober community are very necessary;
  • Work with Al-Anon Program Chair;
  • Organize workshops, marathon meetings, leaders, readers, and etc.;
  • Access to many volunteers;
  • Create, assign and layout the entire convention program and schedule; and
  • Extremely heavy time commitment during the year as well as on-site.

Guidelines for Program Committee:

The Program Committee shall submit tapes of proposed main speakers to  the Executive Committee no later than January 1st.  Members of the Executive Committee may exercise their individual option to review the tapes.  The Executive Committee will promptly review and respond to the Program Committee, allowing confirmation of main speakers by the end of January.

The Program Committee shall submit a list of workshop subjects  to the Executive Committee no later than February 1st.  The Executive Committee will promptly review and respond to the Program Committee, allowing confirmation letters to be sent to workshop speakers by the end of February.

Publicity

  • Coordinates all advertising, direct mailings and distribution of promotional materials at meetings;
  • Coordinates with Graphics Chair for printing of mailers, programs, and registration packet information;
  • Coordinates with Registration and Data Processing Chairs for printing of mailing labels;
  • Coordinates the complete preparation of bulk mailings;
  • Works with Central Office and Group Services Organization to further publish the date and other basic Roundup information;
  • Access to many volunteers to announce the convention;
  • Good organization and follow-up skills are vital; and
  • Heavy commitment prior to the convention.

Raffle

  • Solicit prizes from community;
  • Works with Graphics Chair on ticket printing;
  • Maintains financial records prior to and during the convention;
  • Coordinates ticket sales and organizes volunteer staff sales support;
  • Supervises prize drawing and awarding of raffle prizes;
  • Heavy on-site commitment; and
  • Merchandise contacts are vital.

Registration

  • Organize and coordinate registration throughout the year;
  • Works with all Committee Chairs to achieve large registration numbers;
  • Prepares registration form and works closely with Graphics, Data Processing, Banquet Seating and Treasurer;
  • Keeps accurate records, and organizes the actual on-site registration;
  • Access to volunteers is a must; and
  • Heavy workload prior to and on-site.

Security

  • Provides a 24-hour security force during the Roundup;
  • Coordinates all security activities and volunteers;
  • Secures and maintains the inter-communication process of the convention;
  • Access to volunteers is vital; and
  • Extremely heavy on-site commitment is necessary.

Volunteers

  •  Extremely heavy on-site commitment is necessary.
  • Contacts all registrants who check the volunteer box on the registration form.  Maintains a list of volunteers for other committees to draw upon as needed.

      Website

  • This is an appointed position which receives an annual stipend for services rendered.
  • Responsible for construction and maintenance of internet web page;
  • Must have strong computer skills and experience with website design and maintenance;
  • Responsible for keeping accurate information current on Web page;
  • Works closely with Graphics and other committees to keep information and resources on website up to date.

Section 2. Requirements.

  1. Election to a Committee Chairperson position requires automatic agreement that all written materials and records related to the Roundup become property of the Corporation and must be relinquished to the Corporation at the end of the term.
  2. A minimum of one (1) year sobriety time is required for all Planning Committee chairpersons, unless otherwise stated herein;
  3. The Website Committee Chair is an appointed position by majority of the incoming executive committee.
  4. Committee Chairpersons are required to attend one (1) Planning Committee meeting monthly; and
  5. No Committee Chairperson position can be held by the same person more than three consecutive years.

Section 3. Meetings.

  1. Meetings of the Planning Committee shall be held at a time and location noticed in advance by the Secretary of the Executive Committee;
  2. Regular meetings of the Planning Committee shall be held at least ten (10) times per year, on such dates and such times as shall be fixed by the Executive Committee as presented at the first Planning Committee meeting. Notice of such meetings, together with the proposed agenda and the minutes of the previous meeting shall be e-mailed to each Planning Committee member at least three (3) days prior to the meeting;
  3. Special Meetings of the Planning Committee for any purpose may be called at any time by the Executive Committee.  Special Meetings shall be held upon five (5) days notice by first class U.S. Mail or forty-eight (48) hours notice given personally or by telephone.  Any such notice shall be addressed or delivered to each Planning Committee member at their address as has been given to the Corporation by the Planning committee member for purposes of notice.

Section 4. Powers.

Subject to the limitation of the Laws of the State of California, and Articles of Incorporation and the Bylaws, the powers to direct activities and affairs of each committee shall be as granted by the Executive Committee. Planning Committee members vote by parliamentary procedure on issues brought to them from time to time by the Executive Committee.

Any Planning Committee member has the right to petition the Executive Committee in writing on any decision made by the Executive Committee. The Executive Committee is required to take up the issue for review at the next regularly scheduled Executive Committee meeting and the petitioning Planning Committee member is entitled to a written response within one (1) week after said meeting.

Section 5. Term of Office.

The initial term for any new Planning Committee member shall be for one (1) year.

Section 6. Selection.

Planning Committee members shall be selected to fill expiring terms of office as they occur annually. Each Planning Committee member shall serve until his/her term expires and a successor has been selected and qualified, or until his/her office has been declared vacant under the provisions of these Bylaws.

The Planning Committee shall be chosen from those candidates for office, either for a new term or vacant office as further described under the provisions of these Bylaws.

Selection of the Planning Committee will be accomplished on the approval of a candidate by a majority of the participants voting at the annual open business meeting under the provisions of these Bylaws.

Section 7. Attendance.

Planning Committee members are required to attend all regularly scheduled Planning Committee meetings. If a Planning Committee member is unable to attend a meeting, 48 hour advance notification to the Secretary is requested. Planning Committee members missing more than two (2) consecutive or more than three (3) total meetings are subject to removal.

Should a Planning Committee member be unable to attend a Planning Committee meeting, a written report is still required and is to be submitted to a designated co-chair attending the meeting on committee member’s behalf. Attendance at Planning Committee meeting by designated co-chair is limited to presentation of said report and liaison with other committees as may be needed for informational purposes. Designated co-chair does not  carry the right to vote nor discuss issues not in direct relation to report submitted.

Section 8. Closed Meetings.

All meetings of the Planning Committee shall be closed to the public. The Executive Chairperson or a majority of the Executive Committee may invite selected consultants and others to the Planning Committee meetings as may be needed from time to time. Outside consultants or other parties may also be invited to Planning Committee meetings by Planning Committee Chairpersons, with prior approval from the Executive Chairperson or a majority of the Executive Committee. No compensation may be provided to outside consultants or other parties for Planning Committee meeting attendance, but reimbursements for actual expenses incurred (for example, parking expenses) may be offered if approved in advance by the Executive Chairperson.

Section 9. Vacancies.

A vacancy shall be deemed amongst the Planning Committee in the case of death, resignation or removal of any Planning Committee member or if the authorized number of Planning Committee or if the authorized number of Planning Committee members be increased. The Executive Committee shall declare vacant the office of any Planning Committee member who has been declared of unsound mind by a final order of the court, or who has been convicted of any felony, or who has been found by a final order of judgment to have breached any duties arising under Article 3 of the California Non-Profit Corporation Law.

The Executive Committee may, by a two-thirds (2/3) vote of those Executive Committee members present and voting, and upon prior notice and hearing to the involved Planning Committee member(s), declare vacant-for-cause the office of any Planning Committee member on a finding that the involved Planning Committee member behaved in a manner inappropriate to the stated Goals and Purposes of the Corporation. Such inappropriate behavior may be defined, but not limited to the following activities:

  1. Attempting to function as a representative of AALA while under the influence of alcohol and/or other drugs, or any abandonment of his/her own sobriety, or consumption of any amount of alcohol or other drugs; or
  2. Unauthorized release of any information or records of past or present recipients of services or participants in Roundup activities; or
  3. Knowingly promoting or sanctioning the use of alcohol or drugs by participants in any Roundup event, substance abuse treatment or recovery program; or
  4. Exhibiting a lack of involvement, interest and/or support of the Corporation’s activities by unusually frequent or chronic absences from official functions, and/or consistent failure to participate in the discussions of the Planning Committee; or
  5. Absence from two (2) or more consecutive regularly scheduled Planning Committee meetings; or
  6. Conduct or behavior contrary to the well-being and attainment of the Goals of the Corporation.

Planning Committee members selected to fill vacant offices shall be chosen by the Chairperson of the Executive Committee.

ARTICLE VII

TRADEMARK

The logo of the AALA Roundup may vary from year to year but for purposes of continuity must always include one (1) or more palm trees.

ARTICLE VIII

OTHER PROVISIONS

Section 1. Endorsement of Documents. Contracts. Etc.

Subject to provisions of applicable law, documents of indebtedness, contract, conveyance, or other binding instruments in writing on behalf of the Corporation must be signed by the Chairperson, Co-Chairperson, Treasurer and Al-Anon Chairperson.

Section 2. Bank Accounts.

All bank accounts of the AALA  Roundup (including those bank accounts utilized by the Al-Anon section of the AALA Roundup), shall be opened under the AALA Roundup Tax ID number.  Checks for all accounts shall require two signatories.  Authorized signatories for the AALA Roundup, AA accounts, shall be the Chairperson, the Co-Chairperson, the Secretary, the Treasurer, and the Advisor.  Authorized signatories for the AALA Roundup Al-Anon accounts shall be the Al-Anon Chairperson, the Al-Anon Co-Chairperson, the Al-Anon Treasurer, and the Treasurer.

Section 3. Construction and Definitions.

Unless the context otherwise requires, the general provisions, rules of construction and definition contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.

Section 4. Amendments.

These Bylaws may be amended or repealed by the approval of a two-thirds (2/3) majority of the Executive Committee present and voting at a regular meeting where notice of the proposed action has been duly given. Written notice of proposed amendment shall be mailed to each Executive Committee member ten (10) days in advance of the meeting where such proposal shall be considered.

Section 5. Corporate Seal.

The Corporation shall adopt the use of a corporate seal until such time as a corporate seal is no longer required both by law and practice.

Section 6. Fiscal Year.

The fiscal year shall be from July 1st through June 30th until changed by the Executive Committee.

Section 7. Indemnification.

Each Executive Committee and Planning Committee member of the Corporation shall be indemnified by the Corporation against any expense reasonably incurred in connection with any action, suit or proceedings, to which they are made a party by reason of their being, or having been, an Executive or Planning Committee member of the Corporation, except in relation to matters as to where they have been finally adjudged to have been derelict in the performance of their duty as committee members.

Section 8. Dissolution: Distribution of Assets.

Upon voluntary or involuntary dissolution of the Corporation, and after settlement of any and all liabilities incurred by the Corporation, the remaining assets of the Corporation shall be transferred to one (1) or more organizations which are organized and operated under the California Nonprofit Corporation Law and which is engaged in similar services to AA members. Such organization(s) shall be designated by the Executive Committee. No Executive Committee member or any other person having a formal relationship with the Corporation shall be entitled to share in the distribution of, and shall not receive any, of the corporate assets on dissolution of the Corporation, or at any other time.

Section 9. Parliamentary Authority.

Robert’s Rules of Order (most current edition) shall be the parliamentary authority for this Corporation in all cases where they do not conflict with the Bylaws or the Laws of the State of California.

A California Nonprofit Public Benefit Corporation

Happy-volunteer

non-profit status

aala roundup is a registered charity organization

AALA Roundup, Inc. is exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Contributions to AALA Roundup, Inc. are deductible under section 170 of the Code. AALA Roundup, Inc. is qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code.

AALA Roundup, Inc. is exempt from California state franchise and income tax under section 23701d of the California Revenue and Taxation Code.

AALA Roundup, Inc. EIN: 95-4705625

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