BYLAWS OF ALANO CLUB OF ESCONDIDO, INCORPORATED

Approved February 2020

The name of the organization is Alano Club of Escondido, Incorporated.  Hereinafter referred to as “ACE” or “Club”.  The organization has not been formed for the making of any profit, or personal financial gain.  The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals.  The assets and income shall only be used to promote ACE purposes as described below.  Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the ACE.  This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax.  ACE shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office.  The organization is organized exclusively for purposes subsequent to section 501(c)(7) of the Internal Revenue Code.

Article I – Location

a)   The ACE shall be located in the city of Escondido, California.

Article II – Purpose

a)   The purpose and plan of the operation of the ACE is to provide, operate, and maintain such facilities as may be deemed necessary or desirable by its members for the comfort, convenience, welfare, and entertainment of its members in living an alcohol and drug free life.  The ACE works in close cooperation with Alcoholics Anonymous (AA) but is not affiliated with AA.

b)   To engage in business activities furthering the overall welfare of the ACE and its members including:       the purchase, acquisition, sale, lease, mortgage and exchange of real estate and personal property of any nature, kind, and description.

Article III – Membership

a)   An ACE member must have a desire to promote substance abstinence but need not be a member of any formal program.

b)   A minimum of thirty (30) days of sobriety is required for membership and must be maintained for a member to remain in good standing.

c)   All members carry the privilege or orderly use of all ACE facilities in accordance with ACE rules and regulations as established by the Board of Directors (Board).

d)   Any action by individuals or groups detrimental to the ACE or its            members subjects the offending members or guests to termination of their rights to the ACE and its premises at the discretion of the Board of Directors.

e)   Any property of the ACE broken or damaged by any member or their guest shall be promptly paid for by such member.  ACE property shall not be removed from the premises unless authorized by a member of the Board of Directors.

f)   Any member in good standing may vote in membership meetings (a member is in good standing when current in dues and not suspended).

g)   ACE dues are on an annual basis and are paid annually except lifetime members pay a one-time fee.  ACE privileges are for members whose dues are current.  Individuals whose dues are not current will have their Club privileges suspended until such time as dues are brought up to date.

h)   No honorary membership will be granted except by a two-thirds (2/3) vote of the Board of Directors.

i)   A member or non-member privilege to enter the Club may be suspended by the Board of Directors upon the written complaint of another.  Such members will have an opportunity to defend themselves before Board action.

Article IV – Officers and Elections

a)  The Board of Directors will consist of ten (10) voting members elected by the membership and shall consist of President, Vice-President, Secretary, Treasurer, Chief Financial Officer (CFO) and five (5) Delegates at Large.  Each of the ten (10) will have one (1) vote.  Each will serve two (2) years.  All are eligible for re-election.

b)   A quorum represents  the majority of the Board of Directors.  The Board of Directors shall meet at least monthly and/or at the President’s discretion.

c)   Any ACE member in good standing with twelve (12) months of sober living is eligible for nomination and election to the Board of Directors by majority vote at a general membership meeting.  The Board of Directors may offer a slate of officers to the membership and nominations may be made from the floor.

d)   The rules contained in Robert’s Rules of Order shall govern the ACE in all cases where applicable.  However, should they be inconsistent with the ACE’s bylaws or Board approved special rules the ACE’s rule shall prevail.

e)   Failure to attend two (2) consecutive scheduled Board meetings without reasonable explanation shall automatically vacate the office.  The remaining officers will select a member to serve until the next election, at which time a replacement will be elected.

f)  A Board member may be recalled, and his/her office declared vacated at any membership meeting by a two-thirds (2/3) vote of members present.

g)  Any Board Member may resign effective upon giving written notice to the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.  If the resignation is effective at a later time, a successor may be elected to take office when the resignation becomes effective.

h)  To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.

Article V – Non-Voting Board Members

a)   An unlimited number of non-voting Board members may be appointed by the voting members of the Board of Directors.  Some examples are:

            1.  Membership person

            2.  Literature person

            3.  Purchasing agent

            4.  Entertainment planner

            5.  Club electrician

            6.  Custodian

            7.  Newsletter person(s)

b)   Non-voting Board members are expected to attend all Board meetings and may speak on all subjects before the Board of Directors.

Article VI – Membership Meetings

a)   Membership meetings will be held annually and at the discretion of the Board.

b)  Notice of membership meetings will be posted in the ACE one week prior to the meeting with a summation of business to be considered.

c)   Quorum for membership meetings consists of twenty percent (20%) of the general membership in good standing.

d)   In the event a quorum is not present a second annual membership meeting shall be called for a date one (1) week or more from the first date.

e)   In the event a second membership meeting lacks a quorum the Board may take up and pass by majority vote any business that was to be considered by the membership meeting.

f)    Amendments, additions, deletions or changes to the bylaws shall be posted one week prior to a general membership meeting to consider and vote on them.  A two-thirds (2/3) vote of members present shall be necessary for passage.  All other business may be passed by majority vote.

Article VII – Dissolution

a)  In the event of the dissolution of the ACE the assets of the club will be distributed to a fund, foundation, or corporation organized and operated for charitable work in the field of alcoholism/drug rehabilitation.

b) The ACE may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the Board of Directors.

Article VIII – Income

a) The capital and income of the ACE shall be derived from the pledges, gifts, contributions, dues and monies derived from the lawful activities of the ACE.

b)   All donors shall remain anonymous on all financial statements, unless otherwise requested by such donor and subject to approval by the Board of Directors.

c)   No member shall have any property rights or own distributive shares in the funds or properties of the ACE.

Article IX – Duties of Officers

President – Shall be the Chief Executive Officer (CEO).  He/she will preside at all ACE meetings.  He/she shall be responsible for carrying out the objectives of the ACE as set by the Board of Directors.

Vice-President – Shall perform any duties directed by the President.  In the event of the President’s inability to fulfill his/her obligations, the Vice-President shall assume the chair. 

Treasurer – Shall empty the safe at least once a week and fill in reports and deposit funds in the ACE bank as soon as reasonable after the receipt of same.  He/she shall report to the CFO when the deposits are made and furnish the CFO a copy of the deposits, along with a list of new members for posting.  The Treasurer shall furnish his/her report at the monthly meeting and post a copy of the meetings results (report of coffee and rent income) on the bulletin board.

Secretary – Shall keep accurate and complete minutes of all meetings, scheduled or special.  He/she shall keep a timely and accurate index of all reports, records, business, and correspondence of the Club.  The Secretary has the responsibility of keeping a copy of these bylaws at each meeting if they may be needed as reference.  He/she shall include with the minutes, the report of all expenditures that may be incurred during the month prior to each meeting.  Financial reports of the Treasurer, as well as all committee reports will also be entered.  At the completion of his/her term of office all books and records shall be cleared by the Board of Directors before being turned over to his/her successor at the installation meeting.

Chief Financial Officer (CFO) – Shall maintain a complete and accurate record of receipts, disbursements and all financial transactions of the ACE.  He/she shall be custodian of the ACE funds and shall render a monthly as well as quarterly financial report.  He/she shall pay all expenses.  Expenses shall only be paid when an itemized statement for expenditures is presented as the receipts kept in the files of the ACE.  All checks must be signed by the CFO or one of the following officers:  President, Treasurer or Secretary.  All authorized to sign checks will sign a signature card at the bank.  The CFO’s books and records shall be available at all meetings.  He/she shall keep a complete record of all property belonging to the ACE.  At the completion of his/her term of office, the books shall be surrendered to the Board of Directors for audit.

Article X – Capital Expenditures

a)   No capital expenditures shall be made in excess of $2,500.00 without the prior approval of two-thirds (2/3) of the Board, nor any multiple checks totaling of $2,500.00 or multiple checks whose aggregate exceed $2,500.00 be issued for any single project without the vote of approval by two-thirds (2/3) of the Board. This article does not apply to the payment of rent.

Article XI – Corporate Seal, Execution of Instruments

a)         ACE shall not have a corporate seal.  All instruments that are executed on behalf of the organization which are acknowledged, and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer.  All other instruments executed by the ACE, including a release of mortgage or lien, may be executed by the President or any Vice-President.  Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.

MEMBERSHIP AND HOUSE RULES

A.   Membership Dues –

1)   ACE membership dues are non-refundable at the rate of:

            $50.00    individual membership – due on an annual basis

            $500.00  lifetime membership

            $800.00  lifetime couple membership

B.   House Rules of Conduct

1)        Alcohol or illegal drug possession or consumption is prohibited on the ACE premises.

2)        Any member or guest under the influence of alcohol, drugs, or engaging in    disruptive behavior, may be refused admittance or asked to leave the ACE premises at the discretion of the ACE representative or other designated authority.

3)        No gambling other than ACE sponsored fundraising campaigns.

4)        No solicitations for outside organizations.

5)        No bicycles or animals (except service animals) allowed in the Club.

6)        No sleeping or overnight accommodations on the ACE premises are allowed.

7)        Access to the ACE facilities shall be limited to members, their families and their     guests.

8)        Members are responsible for the actions of their families and their guests.

9)         All guests must be physically accompanied by a member in good standing.

10)      Non-members may use the ACE facilities thirty (30) minutes before and after Twelve (12) Step meetings.

11)      Physical fighting, threatening, annoying neighbors, and stealing are good reasons for removal of Club privileges.  For the purposes of physical fighting and threatening of others at the Club, the following boundaries shall be included as part of an ACE meeting and meeting place:

                        a.         Thirty (30) minutes before and after a meeting.

b.         Within the confines of the Club and up to and including reasonable vehicle parking distance from the Club (approximately two hundred (200) yards).

c.         Up to and including the nearest public transit stop.

12)      A member or non-members privilege to enter the Club may be suspended by the Board of Directors upon the written complaint of another.  Such members will have an opportunity to defend themselves before the Board at a hearing.

Alano Club of Escondido – President                                                       Date

Alano Club of Escondido – Secretary                                                       Date

BOARD OF DIRECTORS

President:                                                                  Bob D.

Vice President:                                                         Paul K.

Chief Financial Officer:                                           Carrie K.

Treasurer:                                                                  Darryl N.

Secretary:                                                                  Cheryl W.

Delegate at Large/Entertainment Chair:              Lisa N.

Delegate at Large/Membership Chair:                 Bill P.

Delegate at Large/Club Manager:                         Amber B.

Delegate at Large/Web Master:                             Jack G.

Delegate at Large:                                                   Shirley M.

Please submit any legitimate concerns, complaints or suggestions to the Board of Directors in writing.  Your submissions are to be placed in the Club safe.  Only legitimate submissions with a first name, last initial and phone number will be reviewed by the Board of Directors at the next scheduled Board of Directors meeting.  This is to allow Board members to attend meetings without interference in their meeting sobriety time.

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