By-Law Review Committee Amendment Proposal Number 4: Board of Directors

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1 By-Law Review Committee Amendment Proposal Number 4: Board of Directors Background In 2015, the Los Angeles Intergroup passed a motion to convene a committee made up of past Chairpersons to update the By-Laws. The Committee has been actively engaged in addressing the By-Laws over the last 13 months. Over the course of our meetings, strong similarities, challenges and concerns about our experience in the Chairpersons role on the Service Board were brought to light. The overarching theme of the committee s shared experience is that the role of Service Board Chairperson, over the last 10 years, has lost its balance between prudent oversight of the AIS Office and prudent efforts to foster an accessible and culturally relevant link for newcomers to gain entry into Al-Anon Family Groups. The proposal of adding a Board of Directors solely charged with the legal and fiduciary responsibilities of the Intergroup Organization, is the culmination of the common experience shared amongst the committee. We came to appreciate the World Service Office model; which is made up of a Board of Trustless solely charged with managing the legal and fiduciary responsibilities of Al-Anon Family Groups. By creating a Board of Directors, the capacity of the Service Board is enlarged to engage more closely with the Intergroup Representatives in activities and discussion focused on increasing our availability to our local community, our Los Angeles Al-Anon groups and members, and our 12 th step work for newcomers. Following is the proposal for creating a Board of Directors and defining its relationship to the Intergroup body, the Service Board, and the Los Angeles AIS Office. This proposal assumes that amendments one through three have been passed prior to this, and incorporates the changes of those amendments. Deletions from the existing and updated By-Laws are shown as strikethrough. Additions are shown in bold Italic font.

2 THE BY-LAWS OF AL-ANON FAMILY GROUPS OF SOUTHERN CALIFORNIA, INC. ARTICLE I: PRINCIPLES Section 1. Principles of the Organization To be guided in all activities by the 12 Steps, 12 Traditions and 12 Concepts of Al-Anon. ARTICLE II: DEFINITIONS The name of this Corporation, as set forth in its Certificate of Incorporation, is Al- Anon Family Groups of Southern California, Inc. In these By-Laws, the Corporation is sometimes referred to as the Al-Anon Information Service Office or AIS. For the purpose of these By-Laws, the term AIS and the name Al-Anon Information Service Office, shall be deemed synonymous and interchangeable with each other and with the name Al-Anon Family Groups of Southern California, Inc. Section 1. As used in these By-Laws: A. Group, defined as an Al-Anon group of relatives and friends of alcoholics organized and functioning in keeping with the principles and Traditions of the Al-Anon fellowship. B. Intergroup, defined as the voting body of this corporation and is composed of all the Al-Anon Information Service Representatives in the area. See Article III, Section 3. 1

3 C. Al-Anon Information Service Representative (ISR), defined as an Al Anon or Alateen member who represents their group at Intergroup meetings by attending meetings of the Al Anon Information Service (AIS/Intergroup), acts as liaison between their group and the AIS and reports AIS activities to their group. D. Service Board, defined as the service organizing arm of Intergroup. They submit to Al-Anon principles, follow the directives of the ISRs and address the needs of the groups. E. Board of Directors, defined as the administrative and legal arm of Intergroup. They submit to Al-Anon principles, partner with the Service Board, follow the directives of the ISRs, and meet regularly to ensure the prudent operation of the AIS Office. ARTICLE II ARTICLE III: OFFICE Section 1. Section 2. Section 3. Corporate Name The name of the Corporation is Al-Anon Family Groups Office of Southern California, Inc. Location of Office The office, for the transaction of the business of this Corporation, shall be located in the City of Los Angeles, County of Los Angeles, and State of California at such place as the Service Board the Board of Directors shall determine with the approval of the Service Board. Voting Body The voting body of this corporation shall be known as Intergroup. 2

4 ARTICLE III ARTICLE IV: OBJECTIVES OF THE CORPORATION Section 1. The objectives of the Corporation are as follows: A. Unity of Purpose To encourage a unity of purpose and the growth of Al-Anon and Alateen groups in the Los Angeles Area of Southern California. B. Maintain the Al-Anon Information Services (AIS) Office. To maintain the Al-Anon Information Services (AIS) office with paid employees and non-paid volunteers as a clearing house for Al-Anon and Alateen activities. C. Handle Information Requests To channel requests from individuals seeking help with the problems connected with an alcoholic spouse, relative or friend and to give information regarding Al- Anon and Alateen meetings in their area. D. Dissemination of Information To serve as the communications center for the member groups with respect to matters of local area policy, publicity and interest. E. Literature Distribution To operate a Literature Distribution Center in conjunction with the AIS Office. F. Information Technology To maintain and update Website and oversee the AIS Office Internet presence, and access to the public. Section 2. Objectives excluded are as follows: A. Al-Anon and Alateen matters of policy and publicity at the area, national, or international level, since this is the function of Al-Anon Family Groups World Service Office and So. California World Service Area. B. The operation and maintenance of a club or clubhouse. C. The owning of any real estate, income producing or not. 3

5 ARTICLE IV ARTICLE V: MEMBERSHIP Section 1. Member of Corporation A. Any person selected as an Information Services Representative (ISR) of any registered Al-Anon Family Group in the Los Angeles Intergroup Area, shall automatically become a member of the Corporation as soon as such selection is registered by the local meeting secretary. B. ISRs shall be registered for membership in the Corporation when the Al-Anon Family Groups Office of Southern California, Inc. has received in writing the following: 1. The current day, time and location of the meeting the ISR represents 2. The current ISR, Alternate ISR (if any), and Group Officers names, addresses and telephone numbers. 3. An indication that the Group members will be willing to accept 12 th Step work and abide by the 12 Traditions and 12 Concepts of the Al-Anon Family Groups. C. The ISRs term shall be one (1) year from the date of election. An ISR or alternate may only represent one meeting at any time. D. Upon registration there shall be forwarded a copy of the current By-Laws and the ISR sheet AIS Guideline Sheets. E. Groups are expected to provide the ISRs with a current copy of the Al-Anon / Alateen Service Manual. Section 2. Withdrawal of ISR Each group shall have the right to withdraw its ISR at any time by written notice from the Secretary of the Group to AIS Office. Upon the withdrawal of an ISR by the group, that individual s membership in the Corporation shall automatically terminate. 4

6 Section 3. Membership Not Dependent on Financial Contributions Membership is not dependent upon financial contributions from the groups of the ISRs, but traditionally, each group supports the Corporation either by monthly donations or by special contributions. This financial support is the main income of the operation of the Corporation. Section 4. Duties of an ISR A. It is the responsibility of the ISR to carry information from the Intergroup meetings back to the group. It is also the responsibility of the ISR to bring group information to the attention of the Intergroup, Service Board and/or Board of Directors. B. Al-Anon/Alateen members who are also members of AA are eligible to hold office within their Al-Anon or Alateen groups. Because of the unique nature of both programs, Al-Anon/Alateen members who are also members of AA may not hold office beyond the group level. The ISR position is service above the group level. C. The Group Update Sheet must be current with AIS Office. Updating this information is the joint responsibility of the ISR and Group Secretary. D. The ISRs name must be currently registered with AIS Office for a signature to be valid on an election ballot. (See Article VII VIII, Section 3, C) E. All motions at Intergroup meetings must be made and seconded by ISRs F. Only ISRs or their currently registered Alternates (if the ISR is not present) may vote at Intergroup meetings. G. ISRs should be reimbursed by their groups for expenses (e.g., gas, refreshments, 7 th Tradition). H. Each group registered with the AIS Office is entitled to be represented by one ISR. 5

7 ARTICLE V ARTICLE VI: MEETINGS Section 1. Section 2. Intergroup Meetings Meetings shall consist of Annual Meetings, Regular Intergroup Meetings, Service Board Meetings, and Special Meetings. Annual Meetings A. The Annual Meeting of the members of the Corporation shall be held during the month of November of each year at a time, date and place to be set by the Service Board. B. The purpose of this meeting shall be to elect the Chairperson, new Service Board members and members of the Board of Directors. C. The Annual Meeting may be part of a Regular Intergroup Meeting. D. Any member of a Los Angeles area registered Al-Anon meeting may attend this Annual or any other Intergroup Meeting. All meetings are open to the Al-Anon membership at-large. (Remove Italics) Section 3. Regular Intergroup Meetings A. The regular meetings of the members (ISRs) of this Corporation shall be held at least once every two months, on odd numbered months (Jan, Mar, etc.), at a time, date, and place to be determined by the Service Board. B. Fifteen percent (15%) of elected ISRs shall constitute a quorum for an Intergroup Meeting except for the Amendment of the By-Laws. (See Article XIV XX). In the absence of a quorum, the meeting shall be adjourned, and a subsequent meeting called by written notice at least ten (10) days prior to the meeting, at which time ten percent (10%) of the membership elected ISRs shall constitute a quorum. 6

8 C. The agenda shall include, but is not limited to, the following: 1. Reading and/or approval of the minutes of the last Regular Intergroup Meeting, and of any Special Meetings. 2. Reports of the Chairperson, Treasurer, Standing and Special Committee Chairpersons. 3. Unfinished Business. 4. New Business. 5. Adjournment. D. All motions at all Intergroup Meetings must be made and seconded by an ISR. (See Article IV V, Section 4, F E). (Service Board Meetings Section Moved to ARTICLE VII, Section 2.) Section 5 4. Special Meetings Intergroup, and Service Board and Board of Directors A Special Meetings of Intergroup may be called by the Chairperson, or at the written request of three (3) or more ISRs. B. Special Meetings of the Service Board may be called by the Chairperson or at the request of three (3) or more members of the Service Board. C. Special Meetings of the Board of Directors may be called by the Executive Chair or at the request of two (2) or more members of the Board of Directors, or at the request of the Service Board. C. D. Special Meetings shall be called by written notice mailed to each member at least seven (7) days prior to the meeting. Such notice shall state the purpose of the meeting, and no other business shall be acted upon at the Special Meeting. Electronic mail ( transmissions) may constitute appropriate written notice of a Special Meeting. 7

9 D E. Section 6. Rules governing quorum for Intergroup Meetings, and Service Board Meetings and Board of Directors Meetings shall also govern Special Meetings, depending upon whether the Special Meeting is being held for the Board of Directors, for the Service Board, or for Intergroup as a whole. In the absence of a quorum, the meeting shall be adjourned. Notice of all Meetings of the ISRs or Service Board members shall be sent by mail, via or hand delivered to each ISR at least two (2) weeks in advance of such meeting to the address listed at the Al-Anon Family Groups Office of Southern California, Inc. Office. Section 7. Special Meetings of the Board of Directors shall be held as needed. Section 7 8. At all Regular or Special Meetings, each registered group shall have one (1) vote. This vote is to be cast by the registered ISR or if the ISR is not present, by the Alternate ISR of such registered group. ARTICLE VI ARTICLE VII: SERVICE BOARD Section 1. Membership A. The Service Board shall consist of the Chairperson and fourteen (14) fifteen (15) members to be elected by the registered ISRs through a proxy vote cast by the registered ISRs. B. The immediate past Chairperson of the board shall be an Ex-Officio member of the Service Board, with voice but no vote. C. There are fourteen (14) fifteen (15) voting members of the Service Board. The chairperson may cast the tie-breaking vote. Section 2. Meetings (Moved from ARTICLE V) A. Regular Service Board Meetings shall be held during each even numbered month (February, April, etc.) at the AIS Office, on at a time and date to be determined by the Service Board. 8

10 B. The Service Board may have a regular meeting just prior to the Intergroup meeting. Such meeting shall not classify as a special meeting for notice purposes. C. The presence of a majority of the Service Board shall constitute a quorum. In the absence of a quorum, the meeting shall be adjourned, and a subsequent meeting called by the Chairperson at which time, as before, a majority of the Service Board shall constitute a quorum. D. The agenda shall include, but not be limited to, the following items; but may be varied at the discretion of the Chairperson: 1. Reading of the minutes of the last Regular Meeting of the Service Board, and of any special meetings. 2. Reports of the Treasurer and the Standing and Special Committee Chairpersons. 3. Unfinished Business. 4. New Business. 5. Adjournment. E. All meetings of the Service Board shall be open to any member of any registered group but shall have no vote or voice. Section 3. Chairperson Eligibility A. To be eligible to be nominated as Chairperson, the member must have served on the Service Board for at least one (1) year. B. A Chairperson, present or past, cannot be re-elected to may not hold the office of Chairperson or Vice-Chairperson for a second term. Section 4. Service Board - Eligibility A. Any person who is a member of any registered group and has served as an ISR for at least one (1) year, shall be eligible to become a member of the Service Board. 9

11 B. No member of the Service Board shall be eligible for re-election until at least one (1) year after the expiration of the original term of office. This shall not restrict Alternates from election to the Service Board at the expiration of their term as Alternate. ARTICLE VII ARTICLE VIII: SERVICE BOARD ELECTION Section 1. Chairperson A. Nomination 1. One or more persons shall be nominated for the office of Chairperson. Nominations shall be on forms as printed in the Al-Anoncer or from the AIS Office available by the May Intergroup meeting. (See Article VI VII, Section 2A 3A) 2. Each nominee, as proof of accepting the nomination shall submit a brief Al- Anon resume to AIS Office by September 15 th to be published in the Al- Anoncer and included with the ballot. 3. In the event there is no nominee for Chairperson by the September 15th deadline, nominations of qualified persons may be made and accepted at the Annual Meeting. Nomination forms will not be used for this Chairperson election. Nominations will be made and accepted in person at the November Intergroup meeting. Qualified members who are willing to serve will be asked to stand and present their Al-Anon service resume. The ISRs in attendance will vote to elect a Chairperson from this pool of candidates. 4. In the event a Chairperson is not elected at the Annual Meeting, the incoming Ex-Officio shall call and preside over a special meeting of the board-elect in the second week of January for the sole purpose of electing from among themselves, by a simple majority vote, a Chairperson that meets the qualifications listed in Article VI VII, Section 2 4. The Ex-Officio will not have a vote at this meeting. B. Election and Term The Chairperson shall be elected for a period of one (1) year by the ISRs by ballot. The nominee receiving the greatest number of votes shall be deemed elected. (See Article VII VIII, Section 3B). 10

12 Section 2. Service Board A. Nomination 1. At least seven (7) persons shall be nominated to the Service Board. Nominations shall be on forms printed in the Al-Anoncer or from the AIS Office available by the May Intergroup meeting. Such persons shall have been ISRs for at least one (1) year. (See Article VI VII, Section 3A 4A). 2. Each nominee, as proof of accepting the nominations shall submit a brief Al- Anon resume to the AIS Office by September 15 th to be published in the Al- Anoncer and included with the ballot. B. Election and Terms 1. The nominees receiving the greatest number of votes for the open positions on the Service Board shall be deemed elected to fill the vacant offices. All others shall be Alternates on the Service Board. The names of these Alternates shall be given to the Chairperson along with the number of votes each received. (See Article VII VIII, Section 3B). 2. In the event that the person elected Chairperson is at the time of such election, a returning member of the Service Board, then the nominee receiving the greatest number of votes as an alternate shall be deemed a member of the Service Board for a full two-year term. The Service Board shall at all times consist of a Chairperson and fourteen (14) fifteen (15) members. 3. The members of the Service Board shall be elected to serve for a term of two (2) years. 4. Alternates shall be elected to serve for a one (1) year term and be classified as 1 st, 2 nd, 3 rd, etc. Alternates shall fill such office in order. 5. Service Board members shall not continue to act in the capacity of ISRs. C. Vacancies In the event that a Service Board member is unable to complete the term of office, the Alternates shall fill such office in order (i.e. 1 st Alternate, 2 nd Alternate, etc.) until the end of the term of the Service Board member replaced. 11

13 Section 3. Voting A. Voting for Chairperson and Service Board shall be done by written ballot. B. The ballots and resumes of the nominees shall be mailed to each group at least six (6) weeks prior to the date of election. Completed ballots shall be mailed to the AIS Office to be received prior to one (1) week before the annual meeting. The return envelope shall be marked Ballot and shall contain nothing other than the ballot. C. Only those ballots received one (1) week prior to the annual meeting in November shall be counted. Each ballot must be signed by the ISR or Alternate ISR and show the name of the group voting. Only one (1) vote may be cast by any registered group. A ballot shall not be valid without the signature of the currently registered ISR or Alternate. D. Ballots shall be opened and tallied at the annual meeting. Section 4. Installation The Chairperson and Service Board members shall be installed at the Regular Intergroup Meeting to be held in January of each year. ARTICLE VIII ARTICLE IX: DUTIES OF THE SERVICE BOARD Section 1. Service Board Positions A. By the first meeting of the Service Board following their election, the Chairperson shall appoint its members to serve in designated Service Board positions for the ensuing year or at the direction of the Service Board. B. Service Board Duties 1. Have the obligation to supervise the day-to-day activities and business affairs of the Al-Anon Family Groups Office of Southern California, Inc Make such decisions as are necessary to carry on the general purposes of the groups in handling of questions pertaining to public relations and Intergroup activities as the same arises. 12

14 3. 2. Submit to, and follow the directives of the ISRs on matters of general policies and programs which affect the Al-Anon Family Groups of Southern California, providing the programs are within the 12 Traditions and 12 Concepts Attend all Regular and Special meetings of the Service Board and attend all Regular and Special meetings of Intergroup Make available proceedings of each of its meetings and Intergroup meetings to the ISRs at their next Regular meeting. 6. Authorize capital expenditures not to exceed $1,000, but shall not have the authority to enter into contract agreements without the approval of the ISRs Refer all matters arising in the Service Board meeting, which require discussion and action on the part of the ISRs to the next Regular Intergroup meeting Determine which special committees are necessary Review the activities of and act as an advisory body to all committees Have the right to fill any vacancy on the Service Board occurring for any reason by the selection of the person receiving the greatest number of votes as Alternate at the last election. In the absence of eligible Alternates, the Service Board may appoint from the Intergroup membership past or present. Such election of Alternates for such service shall not disqualify such member from being nominated and elected as a regular member of the Service Board at subsequent elections. Section 2. Chairperson Duties A. Chairperson Duties 1. A. Preside at all meetings of the Service Board and Intergroup. The Chairperson may however, designate the Vice-Chairperson or any member of the Service Board to act in this capacity. 2. B. Be an Ex-Officio member of all Standing Committees except the Nominating Committee and may appoint such committees as he or she, together with the Service Board, shall deem necessary for the welfare and operation of Intergroup, and the groups. 13

15 3. C. Be responsible for the administration of the Service Board and maintain contact with the committees. 4. D. Have the By-Laws read aloud at the first Service Board meeting of the year. Section 3. Vice-Chairperson/Ways and Means Duties A. Officiate in the absence of the Chairperson. B. Assist the Chairperson at the Intergroup meetings, C. Serve the unexpired term of the Chairperson, if necessary. D. Be responsible for all fund-raising activities, including the annual appeal. Section 4. Duties of the Recording Secretary A. Record meetings of all Service Board and Intergroup meetings and submit the signed originals to the AIS Office and the Board of Directors Secretary within ten (10) days of such meetings for copying and distribution to the Service Board. B. Be responsible for all notices and correspondences to Intergroup and Service Board members: a copy to be submitted to the Chairperson. C. Be responsible for the recording of the attendance at Intergroup meetings. D. Provide a record of all motions to the Historian. Section 5. Duties of the Treasurer A. Be responsible for the books being balanced at the end of each month. B. Review the receipts and disbursements at the end of each month. C. A. Be responsible for ensuring submitting a written financial report is distributed at each Intergroup and Service Board meeting. 14

16 D. Be responsible to insure the preparation and forwarding to the Federal Reserve Bank the Quarterly Report and check to cover the taxes withheld from the salaries of the employees of the AIS Office and other amounts that may be required by either Federal and/or State taxing authorities, regarding payment of employment taxes. E. Be responsible to insure the reporting and paying of such other Federal, State and City taxes as may be required. F. Be responsible for the preparation for a comparison of the current and previous year s auditor;s report (financial statements), and report to Service Board. B. Collect and maintain a record of all 7 th tradition monies collected at the Service Board Meetings, Intergroup Meetings and any other Intergroup or Service Board activities. C. Provide a written account of all 7 th tradition monies collected to the Finance Chair within ten (10) days of such meetings or activities. D. Provide a written account of all expenditures from the Service Board and Intergroup meetings and activities to Intergroup. Section 6. Duties of the Ex-Officio A. Serve as the Al-Anon Information Service Liaison (AISL) with the Southern California World Service Area. B. Conduct the Orientation for the new ISRs before each Regular Intergroup meeting. C. Be Responsible for maintaining and updating all technology for the AIS office, including but not limited to Website and Internet access. D. Serve as the liaison with the Board of Directors. ARTICLE X: STANDING COMMITTEES Section 1. Standing Committees shall be: A. Al-Anoncer (monthly newsletter) 15

17 B. Nominations/Registrations C. Public Information D. Institutions E. Alateen F. Program G. Historian / Archive H. Volunteer Coordination Section 2. Al-Anoncer This committee shall: 1. Consist of a Chairperson, Co-Chairperson, and as many members as deemed necessary to carry out its responsibilities. 2. Be responsible for the publication of the monthly newsletter, presently known as the Al-Anoncer. 3. The purpose of the Al-Anoncer shall be. a. To inform Groups and Members of the upcoming Al-Anon and Alateen events. b. To educate by sharing experiences, strength and hope, and ASK IT BASKET responses. c. To inform Groups and members by publishing the AIS Office reports and financial statements. Section 3. Nominations/Registrations This committee shall: 1. Consist of a Chairperson and as many others as deemed necessary to carry out its responsibilities. 16

18 2. Present the slate of names of nominees at the September Intergroup meeting. 3. Mail ballots and resumes six (6) weeks prior to election. 4. Tally and report the election results at the Annual Meeting. 5. Give Chairperson a copy of election results, including alternates along with the number of votes each nominee received. 6. Cooperate with the AIS Office in maintaining up-to-date current group registration. Section 4. Public Information This committee shall: 1. Consist of a Chairperson, Co-Chairperson and as many others as deemed necessary to carry out its responsibilities. 2. Be responsible for Public Information activates including cooperating with the professional communities at the Intergroup level. 3. Cooperate with the So. California World Service Area Public Information Coordinator(s). Section 5. Institutions This committee shall: 1. Consist of a Chairperson, Co-Chairperson and as many others as deemed necessary to carry out its responsibilities. 2. Be responsible for Institutions activities at the Intergroup level. 3. Cooperate with the So. California World Service Area Institutions Coordinator. 17

19 Section 6. Alateen This committee shall: 1. Consist of a Chairperson and as many others as deemed necessary to carry out its responsibilities. 2. Coordinate Alateen activities at the Intergroup level by providing Alateen information in the Al-Anoncer, communicating with Alateen Coordinators, keeping an up-to-date list of Alateen Speakers and working with the Public Information and Institutions Committees. 3. Cooperate with the So. California World Service Area Alateen Coordinator. Section 7. Program This committee shall: 1. Consist of a Chairperson and as many others as deemed necessary to carry out its responsibilities. 2. Be responsible for all programs at Intergroup Meetings. 3. Be responsible for providing refreshments at Service Board and Intergroup Meetings. Section 8. Historian / Archives This committee shall: 1. Consist of a Chairperson and as many others as deemed necessary to carry out its responsibilities. 2. Keep Archive records of all motions and changes in policy(ies) at Service Board Meetings. 3. Keep Archive the historical records and events of the Al-Anon Family Groups Office of Southern California, Inc. Service Board. 18

20 Section 9. Volunteer Coordination This committee shall: 1. Consist of a Chairperson, Co-Chairperson, and as many members as deemed necessary to carry out its responsibilities. 2. Communicate with the AIS Office regarding volunteer needs and relay information to the ISRs and Service Board. 3. Maintain and/or establish a list of 12th step contacts to meet the diverse needs of our community (i.e. non-english speaking, etc.) and relay information to the AIS Office, ISR s and Service Board. 4. Engage the ISRs in a 12 th step support after office hours. 5. Support the AIS Office staff in volunteer trainings as needed. ARTICLE X: EMPLOYEES (Changed to ARTICLE XVII) ARTICLE XI: REMOVAL OF SERVICE BOARD MEMBERS Section 1. Section 2. The Service Board may remove, by majority vote, any Service Board member, including the Chairperson, who fails to attend two (2) meetings of the Service Board, which shall include Intergroup Meetings. This is not mandatory, but is an option to ensure the orderly functioning of the Service Board s responsibilities. The ISRs may, at any Regular or Special Meetings, remove further from office the Chairperson or any Service Board member by a motion duly made, seconded and carried by a majority vote of the ISRs present. Section 1. Membership ARTICLE XII: BOARD OF DIRECTORS A. The Board of Directors shall consist of the Ex-Officio of the current Service Board and three (3) members to be elected by the registered ISRs through a proxy vote. 19

21 B. There are four (4) voting members on the Board of Directors. C. The term length of any elected Director on the Board is three (3) years, for no more than two (2) terms, which may be served consecutively. D. Directors shall serve without remuneration but they shall be entitled to reimbursement of reasonable expenses. Section 2. Board of Directors Eligibility A. To be eligible to be nominated for the Board of Directors, a member must have served as Chairperson on the Service Board. B. Any past Service Board Chairperson who is a member of any group served by the Los Angeles AIS Office, shall be eligible to become a member of the Board of Directors C. No member of the Board of Directors shall be eligible for election until at least 2 years after the expiration of the original term of office as Service Board Chair. Section 1. Nominations ARTICLE XIII: BOARD OF DIRECTORS ELECTION A. At least one (1) person shall be nominated to the Board of Directors. Nomination Forms shall be published in the Al-Anoncer and available from the AIS Office by the May Intergroup meeting. B. Each nominee, as proof of accepting the nomination, shall submit a brief Al-Anon resume to the AIS Office by September 15 th to be published in the Al-Anoncer and included with the ballot. Section 2. Election and Terms A. The nominees receiving the greatest number of votes for the open positions on the Board of Directors shall be deemed elected to fill the vacant offices. All others shall be reserved as Alternates for the Board of Directors if needed. The names of these Alternates shall be given to the Executive Chair elect along with the number of votes each received. 20

22 B. The Board of Directors shall at all times consist of the Ex-Officio of the Service Board and three (3) members. C. The members of the Board of Directors shall be elected to serve for a term of three (3) years. D. The members of the Board of Directors shall not continue to act in the capacity of an ISR. E. Vacancies In the event that a member of the Board of Directors is unable to complete the term of office, an Alternate shall fill such office in order (i.e. 1 st Alternate, 2 nd Alternate, etc.) until the end of the term of the Board of Directors member replaced. Section 3. Voting A. Voting for a member of the Board of Directors shall be done by written ballot. B. The ballots and resumes of the nominees shall be mailed to each group at least six (6) weeks prior to the date of election. Completed ballots shall be mailed to the AIS Office to be received prior to one (1) week before the annual meeting. The return envelope shall be marked Ballot and shall contain nothing other than the ballot. C. Only those ballots received one (1) week prior to the annual meeting in November shall be counted. Each ballot must be signed by the ISR or Alternate ISR and include the name of the group voting. Only one (1) vote may be cast by any registered group. A ballot without the signature of the currently registered ISR or Alternate shall be considered invalid. D. Ballots shall be opened and tallied at the annual meeting. Section 4. Installation The members of the Board of Directors shall be installed at the regular Intergroup meeting to be held in January of each year. 21

23 ARTICLE XIV: DUTIES OF THE DIRECTORS Section 1. A. The Board of Directors shall manage the affairs of the Corporation, supervising the day-to-day activities and business affairs of the Al-Anon Family Groups Office of Southern California, Inc. B. Submit to, and follow the directives of the ISRs on matters of general policies and programs which affect the Al-Anon Family Groups of Southern California, providing the programs are within the 12 Traditions and 12 Concepts. C. Any vacancy in the office of a Director which occurs in any year between the Annual Meeting of the Corporation and a regular meeting of the Board of Directors may be filled with a qualified member by the Board of Directors until the next Annual Meeting of the Corporation. E. Authorize capital expenditures not to exceed $1,000, but shall not have the authority to enter into contract agreements without the approval of the ISRs. F. Refer all matters arising in the Board of Director meeting, which require discussion and action on the part of the ISRs to the next Regular Intergroup meeting. G. Establish and revise an Office Manual as needed. H. Without limiting the generality of the preceding items the Board of Directors shall have the following responsibilities: 1. To establish and maintain the policies of the Corporation. 2. To manage the property and finances of the Corporation. 3. To establish plans and conduct the operations of the Corporation. 4. To authorize expenditures allowing the Corporation to function (e.g. sales tax, payroll, rent). 5. To appoint members of committees in accordance with these By- Laws. 6. To hire, appoint and manage office staff. 22

24 Section 2. Officers 7. To take such measures as may be necessary to carry out the purposes of the Corporation. 8. To report to the ISRs at regular Intergroup meetings. A. The Officers of the Corporation shall consist of an Executive Chair, a Finance Chair, a Secretary, and Service Board Ex-Officio, and such other officers as may be deemed necessary from time to time by the Board. B. Upon election and installation to the Board of Directors, an Officer shall serve their first year as Secretary, second year as Finance Chair, and third year as Executive Chair. C. Any vacancy may be filled for the unexpired term by a majority vote of the Directors if no alternate is available. Section 1. Elected Officers ARTICLE XV: DUTIES OF OFFICERS A. To directly support and assist the Service Board Chairperson as needed. B. The Officers of the Corporation shall each perform such other duties as may be required by law or delegated by the ISRs as a group. Section 2. Executive Chair A. The Executive Chair shall preside at all meetings of the Board of Directors, and shall perform all the necessary duties, and exercise all the customary powers incident to the office of President, including appointment of committee Chairpersons. B. The Executive Chair shall have general supervision of all of the affairs of the Corporation Office, and shall be an ex-officio member of all committees. C. The Executive Chair shall fulfill and ensure that all responsibilities are achieved as required in the Los Angeles AIS Office Manual. 23

25 D. Is an authorized signatory for disposition of funds of the Corporation and other holding accounts. Section 2. Finance Chair A. The Finance Chair shall be the financial officer of the Corporation and shall provide advice to the Corporation with respect to general financial policy and ancillary matters such as the collection, custody, and control of funds of the Los Angeles AIS Office and maintenance of books of accounts and financial records subject to such directions as may be given by the Board of Directors. B. The Finance Chair is responsible for having the books of account of the Corporation audited by a Certified Public Accountant at regular intervals as directed by the Board of Directors. C. Is an authorized signatory for disposition of funds of the Corporation on deposit in banks and other holding accounts. D. Work with the Service Board Treasurer as needed. E. The Treasurer shall not be individually responsible for accounting procedures, security of funds, books of accounts or financial records, but does have general oversight authority respecting these matters and ensure the following responsibilities are carried out: 1. Be responsible for the books being balanced at the end of each month; 2. Review the receipts and disbursements at the end of each month; 3. Be responsible for ensuring a written financial report for each Intergroup Meeting and Service Board is provided. 4. Be responsible to insure the preparation and forwarding to the Federal Reserve Bank the Quarterly Report and check to cover the taxes withheld from the salaries of the employees of AIS Office and other amounts that may be required by either Federal and/or State taxing authorities, regarding payment of employment taxes. 24

26 Section 3. Secretary 5. Be responsible to insure the reporting and paying of such other Federal, State and City taxes as may be required; 6. Be responsible for the preparation of a comparison for the current and previous year s auditor s report (financial statement), and report to the Service Board. A. The Secretary shall record the minutes of all meetings of the Corporation, shall be the custodian of books and records of the Corporation and shall perform such other duties as may be delegated. B. Be responsible for all notices and correspondences to Board of Director members; a copy to be submitted to the Executive Chair. C. Be responsible for the recording of the attendance at the Board of Director meetings. ARTICLE XVI: REMOVAL OF BOARD OF DIRECTOR MEMBERS Section 1. REMOVAL AND RESIGNATIONS A. Any member of the Board of Directors may resign by sending written notice to the Secretary of the Corporation. B. Any member of the Board of Directors may be removed for just cause by a 2/3 vote of the entire Board of Directors. Just cause is defined as absence from two meetings during any 12 month period; a conflict of interest or a commitment violation; or failure to adhere to any written policies and procedures of the Board of Directors. Such removal shall occur at a regular or special meeting of the Board of Directors. The Board of Directors shall send a notice of the proposed removal by mail, certified or registered, if possible, to the last recorded address of such member at least fifteen (15) days before final action is taken on such removal. The member shall have the opportunity to present any relevant information, in writing, in person, or through a representative, to the Board of Directors before final action is taken. 25

27 Section 2. VACANCIES A. In the event that a Board of Directors member is unable to complete the term of office, the Alternates shall fill such office in order (i.e. 1 st Alternate, 2 nd Alternate, etc.) until the end of the term of the Board of Directors member replaced. ARTICLE XVII: EMPLOYEES Section 1. The Service Board Board of Directors shall select the Office Staff and approve such other employees, as it may deem necessary. No paid employee may be a member of the Service Board or Board of Directors. A. The salaried employee(s) shall discharge the business functions of the Al-Anon Family Groups office of Southern California, Inc. under the supervision of the Service Board Board of Directors and supervise volunteer help. B. The salaried employee(s) does not decide policy. C. One Office Staff member or a representative shall attend a portion of the Regular Service Board and Intergroup meetings to report on the activities and needs of the office. Section 2. Compensation of the Salaried Employees A. Salaries shall be determined by the Service Board Board of Directors. Compensation shall be consistent with comparable non-profit pay scales and within reasonable budget consideration. B. Any change in salary is to be reported to the ISRs at the next Intergroup meeting. Section 3. Anonymity The salaried staff and the volunteers shall zealously guard the anonymity of all members of Al-Anon, and shall never, under any circumstances, break an individual s anonymity unless directly authorized to do so by such individual. 26

28 ARTICLE XII ARTICLE XVIII: FINANCES Section 1. Individual Contributions and Bequests A. The Contributions Policies shall be consistent with and not exceed those of the World Service Office. B. The acceptance of unusual donations of other offerings from any source outside of Al-Anon is prohibited, whether for general or specifically designated purposes. However, the Al-Anon Family Groups Office of Southern California, Inc., may accept a one-time legacy from an Al-Anon member in any amount. C. The limit on all contributions from individual members of Al-Anon and Alateen to Al-Anon Family Groups Office of Southern California, Inc. is $10,000 per year. Section 2. Trusteeship and Investments A. Al-Anon Family Groups Office of Southern California, Inc. shall not act as a trustee of any trust; nor shall any funds be used specifically for investment purposes. The prudent reserve is for safety, not investment purposes. The prudent reserve should be placed to return the best interest possible consistent with safety of funds. B. A prudent reserve should be maintained, if possible, to allow for the variations of donations and income. Such reserve shall not exceed the amount of expenditures experienced by AIS Office within the last one (1) fiscal year. ARTICLE XIII ARTICLE XIX: RULES OF PROCEDURE The rules contained in Robert's Rules of Order Revised or Knowledge Based Decision Making (KBDM), shall act as a guide for the Service Board Chairperson, at their discretion, unless otherwise provided for in these By-Laws, but shall not be binding 27

29 ARTICLE XIV ARTICLE XX: AMENDMENT OF BY-LAWS These By-Laws may be amended and/or repealed in part or in whole at any Regular Intergroup Meeting by an affirmative vote of two-thirds (2/3) of the members present, provided a copy of the proposed amendment(s) and or repeal(s) is presented to each ISR, in writing, at least four (4) weeks before the meeting at which time the action is to be taken on the amendment(s) and/or repeal(s). If, at such meeting, the proposed amendment(s) and/or repeal(s) is not adopted, a revised amendment(s) and/or repeal(s) may be referred to the next Intergroup meeting. Adopted: February 3, 1953 Revised: September 28, 1973 Revised: March 25, 1977 Revised: September 14, 1984 Revised: September 15, 1989 Revised: March 16, 1990 Revised: November 19, 1993 Revised: March 17, 1995 Revised: November 15, 1996 Revised: November 24,