Bylaws of Alano Club of St. Joseph, Missouri, Inc.
Circuit Court sanctioned Article revision July 23, 2015
By-Laws became effective July 23, 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.
- By renting rooms for meetings.
- By renting rooms for social activities for individual members or groups at the discretion of the Board
- By creating, conducting and providing for social activities.
- By doing the business of the Alano Club.
- 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.
- By cooperating in the larger community of public health
- 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.
- Nor shall the corporation offer any such ownership or entitlement of its properties, at present or in the future.
Membership: Section 1:
- 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.
- 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.
- People may apply for membership by filling out the prescribed membership form as designed and accepted by the Board of Directors.
- The Board Membership Committee shall review and consider for approval all membership applications.
- 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.
- Once accepted all membership dues and fees are non-refundable.
- An absence from dues paying for 3 (three) consecutive months shall result in the need to reapply for membership.
- 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.
- 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:
- 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.
- Dues must be paid prior to the opening of a regular business meeting to vote at that meeting.
- Dues must be kept current, paid one month in advance.
- One vote per member may be cast in electing the Board of Directors.
- There are no proxy votes.
Membership Benefits: Section 3
- Members are entitled to vote who have paid 3 (three) consecutive months prior to the vote.
- 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:
- 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”.
- 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.
- 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.
- 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.
Committees Section 4
- Executive Committee: The Executive Committee shall be comprised of the officers of the Board.
- The Executive Committee shall serve as the personnel committee.
- The Executive Committee shall serve as the Audit and Finance Committee.
- Nominating Committee. The Nominating Committee shall prepare a slate of Directors for election at the Annual Meeting.
- The Nominating Committee shall be composed of at least 4(four) Board Members.
- The Committee for the coming year shall be appointed no later than September 1 of the current year.
- 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.
- The Slate shall also be posted on appropriate media such as bulletin boards and web sites whenever feasible.
- Membership Committee.
- The Membership Committee shall be composed of at least 3 (three) Board Members.
- The Membership Committee shall design a Membership Application Form, with Board approval.
- The Membership Committee shall review application and consider for approval.
- Other Committees:
- 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.
- Each committee shall have at least one Board member.
- Other committee members may or may not be Board or Alano members
Leadership: The duties of the officers (The Executive Committee): Section 5 –
- President –
- The President of the Alano Club shall preside over all Board and or membership meetings.
- 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.
- The President shall appoint the Chairperson and members of all committees and shall be an ex officio member of all committees.
- The President shall sign or co-sign all legal documents.
- The President shall appoint a Property Manager.
- 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.
- Vice President –
- 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.
- Secretary –
- 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.
- Computer and digital files may be used in addition to, but not in lieu of, paper records.
- The Secretary shall be the custodian of the corporate records.
- Treasurer –
- 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.
- The Treasurer shall report monthly to the Board concerning the financial conditions of the Alano Club.
- 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.
- 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.
- The Treasurer shall keep and maintain in books the records of the corporation, accurate accounts of receipts and disbursements,
- 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
- The Treasurer shall make disbursement of the funds and securities of the Alano Club upon orders of the Board.
- The Treasurer shall pay regular monthly accounts payable at designated due dates.
- The Treasurer shall produce an annual finance report.
- The Treasurer may use computer and digital files in addition to, but not in lieu of, paper records.
- The Treasurer shall maintain a safe deposit box for valuables designated by the Board.
- The Treasurer shall make sure all bank account signatures reflect the current officers of the Board.
Forfeiture, removal of Board Members: Section 6.
- 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.
- The membership may remove any member of the Board.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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
- At any meeting, with proper notice given as defined in Article VII Section 1 of the Articles of Association.
- 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:
- Objectivity principle: the company financial statements provided by the accountants should be based on objective evidence.
- Materiality principle: the significance of an item should be considered when it is reported. An item is considered significant when it would affect the decision of a reasonable individual.
- Consistency principle: It means that the company uses the same accounting principles and methods from period to period.
- Conservatism principle: when choosing between two solutions, the one which has the less favorable outcome is the solution which should be chosen.
RESTATED ARTICLES OF ASSOCIATION
ALANO CLUB OF ST. JOSEPH, MISSOURI, INC.
July 31, 2015
KNOW ALL MEN BY THESE PRESENT, that we, the undersigned, for the purpose of forming a corporation under the laws of Missouri relating to benevolent, religious, scientific, educational and miscellaneous associations under Chapter 352, RSMo, in connection with others, have entered into the following agreement:
Section 1: Name. The name of the corporation shall be Alano Club of St. Joseph, Missouri, Inc.
Section 2: Location. The location of this corporation shall be in the City of St. Joseph, County of Buchanan, State of Missouri.
- Purposes. The general purposes and objectives of this corporation shall be to provide meeting rooms, education, spiritual help and training, social activity, and such other assistance as may be lawfully provided for those in the City of St. Joseph and surrounding areas, who suffer from substance abuse or other forms of addiction, or other maladies as defined in the Bylaws, either directly or indirectly, to give aid and assistance in case of need, and to otherwise promote the physical, intellectual, social and spiritual welfare in accordance with accepted practices and programs.
- Property. The corporation may acquire and hold, rent, or lease in its own name such real estate and buildings as may be required to provide a proper meeting place or center of activity in carrying out the recovery programs, and may execute all contracts, deeds, deeds of trust, notes, mortgages, leases, and other instruments necessary or incidental to the obtaining and maintaining of such facilities, or sale of any of its assets, whether real, personal or mixed, or whole or in part.
- Volunteers. The corporation shall strive to recruit and promote volunteers from its members and the larger public health community to help carry out the purposes and mission of this corporation
- Employees. The corporation may employ any and all other purposes necessary to the operation of its business when volunteers are not feasible.
- Who may sign documents. All legal documents shall be signed on behalf of the corporation by its President or Vice-President or Treasurer and attested to by its Secretary.
Section 4: Term: The term of this Corporation shall be perpetual.
Section: No Stock. This corporation shall have no capital stock or any kind, nature, or amount whatsoever.
Section 1: Organizers. The names of the persons organizing this corporation are Tome T. Byrne, R. F. Collins, Lon Miller, A. H. Bottorff, Monte U. Norton, Everett Euler, Ed Johnson, Owen Henson, Robert W. Andres, Ernest Baker, and George Fanning.
Section 2: Membership: The membership shall be composed of persons residing in the City of St. Joseph, Buchanan County, Missouri, or other counties in the area who have applied for membership in accordance with the Bylaws of this corporation, and who have voluntarily offered their services to assist in carrying out of the purposes and objectives of this corporation.
Section 3: Resignation. Any member of this corporation may at any time resign by delivering a written resignation to the person in charge of the business office of this corporation or to any officer of this corporation.
(a)Dues. Membership dues shall be set by the Board of Directors as described in the bylaws. Membership is not required to participate in recovery programs. Membership is required to set on the Board of Directors, as defined in the bylaws. Membership is required to vote at the annual meeting and other specially called meetings, as defined in the bylaws. No promised contribution or pledge shall have any binding or legal effect on any member who may make such pledge and any such pledge shall be considered only a moral obligation.
(b) Compensation. No compensation shall be paid by the corporation to any member for any services rendered in carrying out the primary purposes and objects of this corporation, unless a member shall be designated by the Board of Directors as a paid secretary or custodian of its properties, or who shall devote his or her full time to the business affairs of the corporation.
(c) Negation of pecuniary gain. This corporation is not organized for a pecuniary profit. It shall not have any power to issue certificates of stock or declare dividends, and no part of its net earnings shall inure to the benefit of any member, director, or individual; provided, however, that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the corporation in carrying out its purposes. The balance, if any, of all money received by the corporation from its operations and charitable donations, after the payment in full of all debts and obligations of the corporation of whatever kind or nature, shall be used and distributed exclusively for religious, charitable and educational purposes, this shall include but is not limited to the endowment of an Alano Foundation formed to hold money in trust for future Alano obligations.
Section 5: Dissolution. Upon dissolution of the corporation, the assets shall be distributed to a similar not-for-profit corporation or organization if it then qualifies for exemption under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), to be selected by a majority vote of the membership. Otherwise, the assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future United States Internal Revenue Law, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated for such purposes.
Section 6: Prohibition against specified activities. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Section 7: Who may vote. Only members in good standing, as defined in the Bylaws, shall be entitled to vote at the annual meeting to elect the Board, or any special membership meeting called as defined in the Bylaws. Only duly elected members of the Board of Directors shall vote at Board meetings. The Board, as the governing body, votes on all questions affecting the business, organization, operation and policies of this corporation.
Section 1: Officers. The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer. The officers shall be elected by the Board of Directors at the annual meeting, as defined by the Bylaws, and shall hold office for a not less than one year, as defined by the bylaws, or until their successors are elected and qualify. If an acting officer, corresponding secretary, parliamentarian, or historian is desired, he, she or they may be appointed by the President, subject to approval by the Board.
Section 2: Board of Directors. The Board of Directors shall consist of not less than five (5) and not more than twenty-one (21) members. Directors shall be elected at the annual meeting and shall hold office for a period defined by the Bylaws, or until their successors are elected and qualify.
Section 3: Duties. To the extent not contrary to these Articles of Association, the duties of the officers and directors shall be set out in the Bylaws of the corporation.
Section 4. Initial Officers and Directors. The initial officers and directors of the corporation who shall serve until the annual meeting on the first Thursday in January, 1949, are:
Tom T. Byrne, President
- F. Collins, Vice-President
Lon Miller, Secretary
A.H. Bottoroff, Treasurer
Monte U. Norton
Robert W. Andres
(b) Forfeiture of Office. If any officer or director shall, during his or her term of office, die, resign, become incapacitated, neglect or refuse to perform the duties of his or her office, then in any one or more of such events, his or her office shall be subject to removal at the discretion of the Board as defined in the Bylaws. Said vacancy shall be filled in accordance with the Bylaws.
Section 5. Annual Meeting. At the annual meeting of the corporation, the Board of Directors of the corporation for the following year shall be elected by a majority vote of the members in good standing who are present and voting as defined in the Bylaws. No member shall be permitted to vote by proxy.
Section 6: Executive Committee. The Bylaws may provide for an executive committee and its power and duties shall be defined by the Board of Directors.
Section 7: Special Meetings. Special meetings of the members of the corporation may be held at any time or place in the City of St. Joseph, Missouri, or at such other time and place to which the meeting may be adjourned.
Section 1: Annual Meeting. The annual meeting of the corporation shall be held on the second Sunday or January in each year in the City of St. Joseph, Missouri, or at such other time and place to which the meeting may be adjourned.
Section 2: First Meeting of Board of Directors. The first meeting of the Board of Directors shall be held immediately following the annual meeting each year, and shall organize by electing the officers for the following year.
Section 1: Amendments to Bylaws. The Bylaws of this corporation may be amended by a two-thirds (2/3) majority of the members at a meeting called for that purpose, as defined by the Bylaws.
Section 1: Amendments to the Articles of Association. These Articles of Association may be amended by a two-thirds (2/3) majority of the members at a special meeting called for that purpose, as defined by the Bylaws, and in compliance with Section 352.070, RSMo, as amended from time to time. A quorum shall be defined by the Bylaws.