Alano Club of St. Joseph, Missouri, Inc.
Passed by two-thirds majority at 5:00 PM Sunday April 19, 2015
Name: Section 1. The name of the Corporation shall be Alano Club of St. Joseph, Missouri, Inc.
Location: Section 2. The location of this corporation shall be 401 S. 11th Street in the city of St. Joseph, in the county of Buchanan, in the state of Missouri, or other places properly adjourned to.
Purpose: Section 3. The purpose shall be to support the groups and members of Alcoholics Anonymous and other non-profit 12 Step Programs.
(a) By renting rooms for meetings.
(b) By renting rooms for social activities for individual members or groups at the discretion of the Board
(c) By creating, conducting and providing for social activities.
(d) By doing the business of the Alano Club.
(e) By adopting and maintaining a basis of self-support but may accept funding or donations equal to or above $2,000 (two thousand dollars) with Board of Directors approval; and less than $2,000 is acceptable without approval.
(f) By cooperating in the larger community of public health
(g) By doing other support duties as defined in the Articles of Incorporation.
No Stock: Section 1. Voluntary membership poses no ownership or entitlement of any corporation properties for any individual.
(a) Nor shall the corporation offer any such ownership or entitlement of its properties, at present or in the future.
Membership: Section 1:
(a) Membership: The membership shall consist of persons who have applied for membership and who have voluntarily offered their services to assist in the carrying out of the purposes and objectives of this corporation.
(b) Applicant must have (3) months of continuous recovery, as defined by that person’s 12 Step Program or is in good standing with the recovery community.
(c) People may apply for membership by filling out the prescribed membership form as designed and accepted by the Board of Directors.
(d) The Board Membership Committee shall review and consider for approval all membership applications.
(e) Membership application shall include a $15 administration fee and first two months dues, dues shall be $4.00 (four dollars) per month on implementation of these bylaws and may be changed at any time by the Board of Directors. All shall be paid at time of application. (All members at implementation of these bylaws shall have the administration fee waved one time). Dues are credited the month the membership application is received.
(f) Once accepted all membership dues and fees are non-refundable.
(g) An absence from dues paying for 3 (three) consecutive months shall result in the need to reapply for membership.
(h) Lifetime Membership may be granted at a cost of 5 (five) times the annual dues at any given time. Life membership may be suspended or completely defaulted if in violation of 12 Step Program or if in violation of Alano Codes of Conduct. Life members have the same privileges as other members. Life Membership donation is non-refundable.
(i) Members may have their monthly monetary obligation waived by participating monthly in at least 3 hours of volunteer activities as defined by the Board.
Who may vote: Section 2:
(a) Any member recognized as in good standing with the recovery community and after having been a dues paying member for 3 (three) consecutive months, voting in third month.
(b) Dues must be paid prior to the opening of a regular business meeting to vote at that meeting.
(c) Dues must be kept current, paid one month in advance.
(d) One vote per member may be cast in electing the Board of Directors.
(e) There are no proxy votes.
Membership Benefits: Section 3
(a) Members are entitled to vote who have paid 3 (three) consecutive months prior to the vote.
(b) Members are entitled to other amenities as may be decided by the Board of Directors.
Compensations: Section 4: From time to time a member may be contracted to do a service for the corporation. Then any such contracted person or persons may be compensated.
No Shares: Section 5. No individual shall have at any time any claim to any property of the corporation whether purchased or donated. All property is under the ownership of Alano Club, Inc. unless otherwise specified.
Dissolution: Section 6. Dissolution shall be in compliance with the Amendment of Articles of Association Article III, Section 5.
Directors: Section 1:
(a) The leadership of the Association and of the Corporation shall be one and the same and shall serve as the governing body for the Corporation (hereinafter known as “The Board of Directors”.
(b) The Board of Directors shall consist of the officers of the Alano Club and the standing board members, and others who are in good standing in the recovery community.
(c) No more than 2(two) immediate family members shall serve on the board at the same time. Immediate is considered to be parent or grandparent, son or daughter, brother or sister, brother-in-law or sister-in-law, mother-in-law, father-in-law. or spouse. No 2 (two) family members shall be on the Executive Committee at the same time.
(d) Candidates for the Board do not have to be Alano members to be elected, but must complete an application and pay all fees to become a member within one week after being elected to the Board. Once seated on the Board the person has immediate voting rights of membership and Board.
Board of Directors, elections and terms Section 2: The Board of Directors, hereinafter also referred to as “Board” or “the Board”, shall consist of no more than (11) eleven members, to include the officers of the Executive Committee. Directors shall hold office for a period of 2 (two) years, or until their successors are elected and qualified.
(a) Elections: The Board of Directors shall be elected at the regular annual meeting held for this purpose.
(b) The proposed slate of officers and new Board members shall be posted on Alano bulletin boards and on the web site, whenever feasible, in the month before the annual meeting to elect officers.
(c) Other nominations may be accepted from the floor, in accordance with Roberts Rules of Order.
(d) In the event of other nominations a paper ballot shall be used to elect the Board. All members in good standing may vote.
(e) The Directors shall consist of at least 8 (eight) participants in 12 Step recovery programs and no more than 3 (three) people engaged in the public health of combating addictions, and who have voluntarily offered their services to assist in the carrying out of the purposes and objectives of this corporation
(f) 6 (six) Directors terms shall begin after the annual meeting of the membership in each odd-numbered year, and 5 (five) shall begin after the annual meeting of the membership in each even-numbered year.
(g) The implementation of two year cycles shall be begin with 5 (five) elected for 1 (one) year and 6 (six) elected for 2(two) years. Hereafter 5(five) shall be elected on even numbered years and 6 (six) on odd-numbered years.
(h) Officers shall serve two year terms and rotate also by 2’s (twos). The President and Secretary elected in even numbered years and the Vice President and Treasurer elected in the odd numbered years.
(i) These bylaws may be implemented any time after they are approved. For instance they may be implemented in June and the remainder of the year shall constitute a full year of service and follow the prescribed even and odd year formula.
a. Any member of the Board may resign or be removed at any time, as defined in these bylaws.
b. The President shall make appointments to fill vacancies on the Board. Such appointments must be approved by a majority vote of the Board.
Board of Directors duties and responsibilities Section 3:
a. The Board shall be responsible for the control and oversight of the business affairs, property and interests of the Alano Club.
b. The Board shall be responsible for the financial integrity of the corporation.
c. The Board shall protect the assets of the organization, including maintenance of properties.
d. The Board shall establish monetary policy, including rent agreements, charitable endeavors, and maintenance projects over the petty cash fund (previously established by the Board).
e. The Board shall insure the corporation follows all charitable, not-for-profit, 501-C-3 rules and regulations.
f. The Board shall approve all grant proposals for capital appreciation.
g. The Board shall approve all grant proposals for routine property maintenance.
h. The Board shall consider for approval all charitable donations over $2,000 (two thousand dollars) – or a higher amount as may be established by future Boards.
i. The Board shall determine building hours of operation.
j. The Board shall have authority to retain the services of a caretaker, and to dismiss such as necessary.
k. The Board shall have the authority to hire employees as deemed necessary.
l. All Board meetings shall be open to the membership, except the Board may call for a closed meeting as necessary to discuss topics of a personal nature.
m. The Board may vote by telephone or other modern media in the event of emergency requiring funds beyond the petty cash fund. An attempt shall be made to contact all Board members but a majority vote is all that is necessary to approve the funding.
n. The Board shall determine rules of conduct on Alano property.
o. The Board shall operate under the general guidelines of Roberts Rules of Order.
p. Quorum: The presence of a majority of the Board, including two officers, shall be necessary to constitute a quorum for the transaction of business at all meetings of the Board.
Committees Section 4
(a) Executive Committee: The Executive Committee shall be comprised of the officers of the Board.
a. The Executive Committee shall serve as the personnel committee.
b. The Executive Committee shall serve as the Audit and Finance Committee.
(b) Nominating Committee. The Nominating Committee shall prepare a slate of Directors for election at the Annual Meeting.
a. The Nominating Committee shall be composed of at least 4(four) Board Members.
b. The Committee for the coming year shall be appointed no later than September 1 of the current year.
c. The Nominating Committee shall prepare and present a slate of nominees for any and all open positions on the Board at least one (1) meetings prior to the annual member ship meeting.
d. The Slate shall also be posted on appropriate media such as bulletin boards and web sites whenever feasible.
(c) Membership Committee.
a. The Membership Committee shall be composed of at least 3 (three) Board Members.
b. The Membership Committee shall design a Membership Application Form, with Board approval.
c. The Membership Committee shall review application and consider for approval.
(d) Other Committees:
a. The President shall have the authority to create or dissolve any special committees that may be necessary to achieve the purpose or purposes of the Alano Club, with consensus of the Board Members.
b. Each committee shall have at least one Board member.
c. Other committee members may or may not be Board or Alano members
Leadership: The duties of the officers (The Executive Committee): Section 5 –
(a) President –
a. The President of the Alano Club shall preside over all Board and or membership meetings.
b. The President shall have the authority to create or dissolve any special committees that may be necessary to achieve the purpose or purposes of the Alano Club, with consensus of the Board Members.
c. The President shall appoint the Chairperson and members of all committees and shall be an ex officio member of all committees.
d. The President shall sign or co-sign all legal documents.
e. The President shall appoint a Property Manager.
f. The President, or his designee, shall be the official liaison with the Neighborhood Association, the Landmark Commission, the St. Joseph City Government, and other public health organizations as may become necessary.
(b) Vice President –
a. The Vice President shall attend all meetings of the Board and Membership meetings, and other legally called meetings, and work closely with and stay informed of all actions of the President so that he or she may fill in for the President in his absence. The Vice President shall keep a record of all pledges/contributions paid members and call roll at monthly meetings. He or she shall turn pledge/contributions money over to the Treasurer to deposit and record in financial statements.
(c) Secretary –
a. The Secretary shall attend all meetings of the Board and Membership meetings, and other legally called meetings, and shall record votes and keep minutes of such meetings in one or more books provided for such purpose.
b. Computer and digital files may be used in addition to, but not in lieu of, paper records.
c. The Secretary shall be the custodian of the corporate records.
(d) Treasurer –
a. The Treasurer shall be the custodian of all funds and accounting records, as defined by standard principles of accounting , of the Alano Club, sign checks and keep a record of all revenue collected.
b. The Treasurer shall report monthly to the Board concerning the financial conditions of the Alano Club.
c. The Treasurer shall assure the preparation and submission of the annual income tax returns each year, as well as any reports or filings required by the State of Missouri or any other government entity.
d. The Treasurer may keep and maintain a petty cash fund, not to exceed an amount set by the Board. Petty cash may be used at the discretion of the Treasurer for Alano purposes, including, but not limited to, funding minor repairs at the request of the Property Manager.
e. The Treasurer shall keep and maintain in books the records of the corporation, accurate accounts of receipts and disbursements,
f. The Treasurer shall deposit all moneys and valuable effects of the Alano Club, in the name of the Alano Club, in such depositories as the Board may designate
g. The Treasurer shall make disbursement of the funds and securities of the Alano Club upon orders of the Board.
h. The Treasurer shall pay regular monthly accounts payable at designated due dates.
i. The Treasurer shall produce an annual finance report.
j. The Treasurer may use computer and digital files in addition to, but not in lieu of, paper records.
k. The Treasurer shall maintain a safe deposit box for valuables designated by the Board.
l. The Treasurer shall make sure all bank account signatures reflect the current officers of the Board.
Forfeiture, removal of Board Members: Section 6.
a- If any Board Member has not maintained continuous recovery as defined in that person’s 12 Step Program or has missed 3 (three) meetings in a calendar year that Board member may forfeit their position. The Board may set aside this action at their discretion.
Removal of a Board Member by the membership: Section 7.
a. The membership may remove any member of the Board.
b. Removal of a Board member shall be initiated by calling a special meeting of the membership called for this purpose. The meeting shall be called by at least five (5) signed members and posted with a thirty (30) day notice. . Removal of any Board Member shall be require as two-thirds (2/3) vote of the membership by paper ballot present at the called meeting.
Meetings Section 1: All meetings shall be conducted in a fashion that would be in compliance with the spirit of Roberts Rules of Order.
a. Monthly: Monthly Board meetings shall be held on the 4th (fourth) Sunday of each month at 5:30 PM, or on another day and time agreed upon by the Board of Directors.
b. Special: A special meeting may be called if requested in writing and signed by any 3 (three) Board members. Notice stating time, place and purpose will be posted by an officer at the Alano Club for at least 10 (ten) days prior.
c. Annual: The annual meeting and election of the Board has traditionally been the second Sunday in January at 5:30 PM. The Board may change this day and time at their discretion and with thirty days’ notice.
d. Sale of Property: Any attempt to sell the property at 401 South 11th Street in St. Joseph, Missouri: The property cannot be sold without membership approval. To sell the property a special meeting must be called. The meeting must be called by 5 (five) signed Board members and posted with at least a 10 (ten) day notice. Passage requires 2/3 (two-thirds) vote of members present by paper ballot.
Amend Bylaws: Section 1. These Bylaws of may be amended by a 2/3 (two thirds) majority of members present.
(a) At any meeting, with proper notice given.
Amend Articles: Section 1. The Articles of Association may be amended by a 2/3 (two third) majority of regular members present
(a) At any meeting, with proper notice given as defined in Article VII Section 1 of the Articles of Association.
(b) Provided such action is in compliance with Section 353.070, RSMo. And in accordance with these Bylaws.
We the Board of Directors of the Alano Club of St. Joseph, Missouri, Inc. certify and attest to these Bylaws being approved and accepted by a 2/3 (two third) majority of members in good standing of the Alano Club.
In testimony whereof, we, the undersigned, have hereunto set our hands and seal this
________________ day of __________________ in the year of our Lord, 2014.
Members present at this meeting: