ARTICLE I
NAME AND PURPOSE
Section 1. Name: The name of the corporation is Alano, Inc., and it shall do business as The Club.
Section 2. Purpose: The purpose of Alano Inc., is not for profit but to promote abstinence, continued sobriety and to further the rehabilitation of recovering alcoholics and to provide a social setting and meeting place for its members. Its purpose is to receive, hold and disperse gifts, pledges and other funds for said purpose; to rent, lease, own and maintain real estate for its purposes and to do all things necessary incident thereto.
It is the intent and purpose that Alano, Inc., shall be organized and operated exclusively for charitable and educational purposes within the classification of non-stock and non-profit corporations and no part of the net earnings of this Corporation shall inure to the benefit of any member, Officer or Director provided however, any individual, whether or not a member, Director or Officer, may receive compensation in a reasonable amount for services rendered, so long as such services are in conformity with the purposes of the Corporation. All net earnings of the Corporation shall be used to promote and further the purposes of the Corporation as herein above described.
ARTICLE II
MEMBERSHIP
Section 1. Membership Classes: Active participation in the Corporation and its facilities shall be by membership of two classes: Regular and Associate.
Section 2. Qualification for Regular Membership: Any person who is alcoholic or has a drinking problem may become a Regular member provided that they abstain from alcohol or self prescribed medication for at least 24 hours and pay monthly dues as proscribed y the Board of Directors or provide a like amount of service to Alano, Inc., if they cannot afford monthly dues as determined by the Board of Directors. This is the only class of voting members.
Section 3. Qualification for Associate Membership: Any person who has a related interest in alcoholism may become an Associate member provided they pay monthly dues as proscribed by the Board of Directors or provide a like amount of service to Alano, Inc., if they cannot afford monthly dues as determined by the Board of Directors. This class of members is non-voting.
Section 4. Disqualification or Suspension of Members: Any member will be suspended from continued membership automatically at any time such member fails to meet the qualifications and conditions set forth in Sections 2 and 3 of this Article. A member thus disqualified for membership will re-qualify for continued membership automatically at such time as the cause for such disqualification has been removed or eliminated, except as hereinafter provided.
The Board of Directors may disqualify any member from continued membership, or temporarily suspend any member from membership whenever, in its judgment, the best interest of the Corporation and its whole membership would be served thereby. Notice in writing to a member thus disqualified or temporarily suspended by the Directors of the Corporation shall be given by the Board of Directors through its Secretary.
Section 5. Voting Rights: Each Regular member in good standing for four preceding months shall be entitled to one (1) vote at any election by the membership or on any issue to be decided by a vote of the membership, provided such Regular member is present at such election or meeting.
At all meetings voting shall be by show of hands except in the election of Directors which shall be by secret ballot; but if a majority so requires, any question may be voted on by secret ballot. On all secret ballot votes, the President shall appoint a committee of three (3) Regular members not currently serving on the Board of Directors to count the ballots and advise the meeting of the results thereof.
ARTICLE III
MANAGEMENT AND CONTROL
Section 1. Management and Control: The management and control of the affairs of this Corporation shall be vested in a Board of Directors which shall be elected by the Regular members as hereinafter proscribed. In the event any vacancy shall occur because of death, resignation, inability to act, disqualification, removal, or any other reason other than expiration of the Director's term, then the remaining Directors shall, with two months, fill said vacancy in the manner hereafter proscribed in Article V, Section 6.
ARTICLE IV
CORPORATE ADDRESS
Section 1. Corporate Address: The address of the principal office may be changed from time to time by the Board of Directors pursuant to the provisions of 273 Kentucky Revised Statutes.
ARTICLE V
DIRECTORS
Section 1. General Powers: The business and affairs of the corporation shall be managed by its Board of Directors, and its Officers, elected by the Board of Directors.
Section 2. Qualifications: The Board of Directors shall be comprised of Regular members in good standing of the Corporation for the preceding six months and who have been sober for the preceding Eighteen (18) months.
Section 3. Number and Tenure: The number of Directors of the Corporation shall be such number as decided by the Board of Directors, but not less than eight (8) nor more than twenty (20). Each Board Member shall serve a two year term, with the option to serve another 2 years should the Board and the Board Member agree on this.
Section 4. Quorum: A quorum at any Annual, Regular or Special meeting shall consist of fifty-one (51) percent or a minimum of three (3) Board Members for the first year following the adoptions of these by-laws. Thereafter, a quorum shall be fifty-one (51) percent of the Board of Directors then holding office as such, except as provided for in Section 5 of this Article.
Annual, Regular or Special meetings at which fifty-one (51) percent of the Board of Directors are not present and at which there is no quorum, may be held and business transacted, but no action taken shall be valid unless approved at a meeting in which a quorum is present. Any meeting at which there is no quorum may be adjourned by a resolution of fifty-one (51) percent majority of the Directors present at such meeting.
Section 5. Manner of Acting: The act of the majority of the Directors present at a meeting of the Board of Directors at which ¾ of a quorum is present shall be the act of the Board of Directors, except for any transactions involving real estate or the expenditure of more than on thousand dollars ($1,000.00). In these cases, transactions must be proposed at a meeting in which three quarters (3/4) of the Board of Directors is present and must be approved by a three-quarters majority vote. The resulting proposal must be presented to a meeting of the Regular membership at which a quorum is present. Their approval of the proposal must be by a three-quarters (3/4) majority vote.
Section 6. Vacancies: In cases of the death, resignation, or disqualification of one or more of the Directors a majority of the survivors or remaining Directors shall fill such vacancy or vacancies within two months to serve until the successor or successors are elected at the next Annual meeting of the Regular members.
Section 7. Succession: A Board Member may serve only two (2) full successive terms not to exceed four consecutive years.
Section 8. Election of Members of the Board of Directors: At the Annual meeting of the Regular members, fifty-one (51) percent or twenty (20) of the Regular members in good standing for the four preceding months shall constitute a quorum and a majority of the Regular members present at the meeting, provided a quorum is present, shall elect the members of the Board of Directors for the ensuing term to replace the members of the Board of Directors whose terms are expiring at that time, or which are vacant.
Section 9. Removal: A member of the Board may be removed with a three-quarters (3/4) majority vote of the Board if that member has abandoned their position. Missing three (3) or more board meetings within a six month period constitutes abandonment. Prior to a vote of the board to fill the vacancy, the board must inform the delinquent member by written notice stating "Article V - Section 9. Removal" from the by-laws, that termination of their position will be considered by the board, and the nature of the problem( why the board is considering this action). If , after this is done, the member either disregards the warning or again abandons their position, the board my act to remove and replace them with another member.
Section 10. Compensation: Directors shall not receive any salary or other compensation for their services as Directors, provided that no Director shall be prevented from receiving a salary for other services which he/she is performing for the Corporation by reason of the fact that he/she is also a Director of the Corporation.
ARTICLE VI
MEETINGS
Section 1. Annual Meeting: The Annual meeting of the Regular members for election of Directors to serve from such meeting date shall be held during the 4th quarter of the year at such time and place as the Board my determine.
Section 2. Special Meetings: Special meetings of the Regular members may be held at any time upon call pursuant to resolution passed by the Board of Directors, or by a petition of twenty (20) members presented to the Secretary. The Secretary shall send notice of said meeting to each Regular member at his-her home address not less than ten (10) days prior to said meeting. All home addresses are to be kept on file in the office by the Secretary.
Section 3. Written Notice: A thirty (30) day written notice or posting within the club of all annual and other meetings of the Regular members shall be completed by the Secretary.
Section 4. Annual Meeting of the Board of Directors: The Annual meeting of the Board of Directors shall be held prior to the Regular members' Annual meeting at such time and place as the Board may determine.
Section 5. Regular meetings of the Board of Directors: Regular meetings of the Board of Directors shall be held monthly at a place and time determined by the Board.
Section 6. Special Meetings of the Board of Directors: Special meetings of the Board of Directors may be held anytime upon call by a simple majority vote of the Board of Directors, and place of said meeting given by the Officers or Directors calling same.
Section 7. Actual Presence: Any Directors who are present at any meeting shall not need to be notified in writing of the next scheduled meeting. Their presence constitutes a waiver of such written notice.
ARTICLE VII
WAIVER OF NOTICE
Section 1. Waiver of Notice: When any notice whatever is required to be given under the provisions of these by-laws, or the provisions of the Articles of Incorporation, or under the provisions of Chapter 273, Kentucky Revised Statutes, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE VIII
OFFICERS
Section 1. Number: The Officers of the Corporation shall be a President, vice-president, Treasurer, Secretary, and such other officers as may be chosen from the members of the Board of Directors in accordance with the provisions of this Article. Directors by a simple majority vote to serve for one year. There is no limit on the number of consecutive terms a Treasurer may serve. The Treasurer may not be a member of the Board of Directors but must be a Regular member in good standing.
The Board of Directors, by simple majority vote, may create the offices of one or more Assistant Treasurers and Assistant Secretaries. These Officers need to be Directors, however they shall be Regular members in god standing. The Board of Directors shall select these officers by simple majority vote to serve for one (1) year. There is no limit on the number of consecutive terms an Assistant Secretary or an Assistant Treasurer may serve. No two (2) offices may be held by the same person.
All Officers and agents of the Corporation as between themselves and the Corporation, shall have such authority and perform such duties in the management of the property and affairs of the Corporation as may be provided in the by-laws or, in the absence of such provision, as may be determined by resolution of the Board of Directors.
Section 2. Election and Term of Office: The officers of the Corporation, except for the Treasurer as noted in Article VIII, Section 1., shall be elected annually by the Board of Directors at its Annual meeting, If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filed at any meeting of the Board of Directors. Each Officer shall hold office until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided. Any Officer may serve two (2) consecutive two (2) year
terms if elected.
Section 3. Removal: Any Office or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be by a show of hands and shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors within two (2) months for the remaining portion of the term.
Section 5. President: The President shall be the principal executive Officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the Board of Directors. He may sign, with the treasurer, or any other proper Officer thereunto authorized by the Board of Directors and/or Regular members have authorized to be executed, except in cases where the signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be proscribed by the Board of Directors from time to time.
Section 6. vice-president: In the absence of the President, or in the event of his/her inability or refusal to act, the vice-president shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The vice-president shall perform such duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 7. Treasurer: The Treasurer, who is appointed by the Board of Directors, shall give a bond to the Board of Directors for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (a) have charge and custody of and be responsibel for all funds and securities of the Corporation; receive and give receipts for moneys due and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors in accordance with the provisions of these by-laws; (b) in general, perform all the duties incident to the office of Treasurer ans such other duties as from time to time may be assigned to him/jher by the President of the Board of Directors.
Section 8. Secretary: The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; © be custodian of the corporation records and of the Seal of the Corporation and see that the Eeal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (d) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/jher by the President or by the Board of Directors. The Secretary is not responsible for maintaining the archival of records of the Corporation.
Section 9. Assistant Treasurers and Assistant Secretaries: The Assistant Treasureer shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. Assistant Secretaries and Treasurers , in general, shall perform such duties as shall be assigned to them by the Treasureer or Secretary respectively, or by the President, or the Board of Directors.
Section 10. Compensation: Officers shall receive no compensation for their services as Officers, provided that no Officer shall be prevented from receiving a salary for other services which he/she is performing for the Corporation by reason of the fact that he/she is also an Officer of the Corporation.
ARTICLE IX
CONTRACT, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts: The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, except as noted in Article 5 Section 5 of these by-laws. Such authority may be general or confined to specific instances.
Section 2. Loans: No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors, subject to the limitations noted above in Article 5 Section5.
Section 3. Checks, Drafts, Etc.,: All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer,
except for transactions noted above in Article 5 Section 5 where transactions must be signed by both the President and the Treasuer.
Section 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories that are FDIC insured, as the Board of Directors may select. Imprest funds shall not exceed on hundred dollars ($100.00).
ARTICLE X
FISCAL YEAR
Section 1. Fiscal Year: The fiscal year of the Corporation shall begin on the January 1 in each year and end on December 31.
ARTICLE XI
SEAL
Section 1. Seal: The board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal Kentucky State at Large".
ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
AGAINST LIABILITIES AND EXPENSE IN ACTIONS.
Section 1. Indemnification: The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a Director or Officer of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amouts paid in settlement actually and reasonably incurred by him/her in connection with said action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, at no reasonable cause to believe his/her contuct was unlawful, except that with respect to an action by or in the right of the
Corporation, no indemnification shall be made in respect of any claim, issue or matter as to whether such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duties to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon applicaton that, despite the adjudication of liability, but in view of all circumstances of the case,such person is fairly and reasonably entitled to indemnify for such expenses which such court shall deem proper. Such indemnification shall be made to the full extend of permitted by
Kentucky Law.
ARTICLE XIII
RULES OF CONDUCT AND PROCEDURES MANUAL
Section 1. Rules of Conduct and Procedures Manual: The Board of Directors shall make a set of Rules of Conduct for persons using the Corporation's facilities. The Rules of Conduct must be approved by a simple majority vote of the Board of Directors and shall be posted in a conspicuous place for all to see.
Section 2. Procedures Manual: The Board of Directors shll make a Procdures Manual for th eCorporation specifying the way in which day-to-day business is conducted. The procedures manual shall be within the scope of these by-laws and shall be approved by a simple majority vote of the Board of Directors.
ARTICLE XIV
RULES OF ORDER
Section 1. Rules of Order: All meetings shall be governed by Robert's Rules of Order.
ARTICLE XV
COMMITTEES
The following standing committees shall have no fewer than four (4) members for each committee who shall be appointed by the President of the Board of Directors on or before July 1 every other year. The President's nominations/appointees must be approved by the Board of Directors. Terms will be for two (2) years for chairpersons. At the end of the two (2) year term, committee chairpersons will be reassigned by the President of the Board of Directors. Members of these standing committees will serve two (2) years at their conveninence/interest, may continue to serve indefinitely as long as they are participating in a manner conducive to productivity for The Club. The only exception to this is the Executive Committee which has its own set of governing policies, herefore described in its own paragraph. The Board of Directors shall have the power to remove any committee chairperson who is not performing in such a way that is conducive to the on-going productivity of The Club.
EXECUTIVE COMMITTEE
There shall be an Executive Committee composed fo the President, vice-president, Secretary and two (2) non-officer Board Members to be chosen by the boting Board through nomination process. This committee shall have full power and authority during intervals between meetings of the regular Board of Directors to do or perform any act which could be performed by the Board of Directors in conductiong the business of The Club and the protection of it's rights and interests. The Executive Committee shall keep minutes of its meetings and its acts which shall be presented to the regular Board of Directors for approval. Any issue to be brought before the Board of Directors must first be brought to the Executive Committee at which time it shall be reviewed and voted upon. The Executive Committee is empowered to appoint special committees as deemed necessary. It is also the duty of the Executive Committee to handel all personnel matters relating to the position of the Club Manager., who in turn shall handle these matters with additional personnel. The development and maintenance of said job descriptions for all employees of The Club, all disciplinary actions, as well as proposing raises, hiring, termination of The Club manager shall also be the responsibility of the Executive Committee. These personnel actions shall be brought before the Board of Directors for full approval at the next Board meeting. All employment recommendations must first be screened through the Executive Committee and pass with the minimum of no less than three (3)
votes prior to being brought before the full Board of Directors. The board of Directors shall reserve the right and power to over-rule any decision made by the Executive Committee. All issues in dispute will be brought before a voting Board for final decision.
FINANCE COMMITTEE
The Finance Committee shall be responsible for initial review of the annual budget as presented by the Treasurer prior to its submission to the Board of Directors at the Annual Meeting. It shall, on a quarterly basis review the financial condition and operations of the facility, including supervision of all cash accounts, projected and incoming monies, and an annual review of the insurance obligations, policies and lease/mortgage agreements.
BUILDING AND GROUNDS COMMITTEE
The Building and Grounds committee shall serve to apprise the Board of Directors of any needed repair, refurbishment or projected expenses not approved in the years budget. As need arises, they will present to the regular meetings of the Board of Directors a report of these matters. This committee is expected to inform the Finance Committee of any financial consideration relating to its function. All decisions requireing a building or ground need tha tis not contained in the yearly budget shall be subject to a majority voe of the Board of Directors and/or at the discretion of the Executive Committee.
FUND RAISING COMMITTEE
The Fund Raising Committee shall be responsible for organizing and conducting the annual fund raisers and any other such fund raising activities deemed appropriate by the committee or as directed by the Board. The committee shall also work with the Activities Director (s) of The Club in selecting the types of fund raisers deemed appropriate for The Club. The Board of Directors and/or Executive Committee has
final decision making power.
ACTIVITIES COMMITTEE
The Activities Committee shal be responsible for organizing and carrying our all activities of The Club. The chairperson (s), in collaboration with the Board of Directors shall determine which proposed activities are appropriate for The Club. The chairperson (s) shall schedule regular monthly meetings of the Activities committee. Members of said Activities Committee may serve for as long as interest/need provides. The chairperson of said committee shall be elected by the Board of Directors and serve a term of two (2) years. The duties of said chairperson (s) shall be developed y the Executive Committee and brought for approval to the full Board of Directors.
These by-laws are hereby adopted unanimously by the Board of Directors of Alano, Inc. on this, the 15th day of October, 1986.