THE GALANO SOCIETY OF KANSAS CITY, MISSOURI, INCORPORATED
— BY LAWS —
Article 1 - Name
Section 1
The name of this non-profit corporation shall be "The Society of Kansas City, Missouri, Incorporated" (hereafter referred to as the "Society"). It shall be incorporated under the Non-profit Corporation laws of the State of Missouri.
Article 2 - Purpose
Section 1
The primary purpose of the Society shall be to provide, maintain, and operate a meeting place or club for those persons recovering from alcohol/drug abuse and other addictive behaviors, and those who support them. In respect to the tradition and history of Live and Let Live (L&LL) chapter of Alcoholics Anonymous, the Society will be minimally intrusive in L&LL business meetings remaining vigilant in monitoring financial and contractual matters which concern the group as a whole. The Society will also offer and provide a meeting space and atmosphere free of alcohol, illegal drugs, discrimination based on sexual or gender orientation, harassment, or any display of bigotry of any kind. The other purpose of the Society is to enter into contracts on behalf of qualified un-incorporated groups, if requested.
Article 3 – Society Membership
Section 1
Any individual involved or concerned with an approved 12-step group may apply for GALANO membership.
Section 2
Any member of a 12-step recovery group applying for membership in the Society shall have abstained from abuse of addictive substances and other addictive behaviors for a period of no less than ninety (90) consecutive days at the time of application.
Section 3
All applications for membership shall be submitted to the secretary of the Society.
Section 4
All members shall contribute dues and shall be considered in good standing provided they are no more than two months in arrears in payment of dues and abide by all existing house rules. Any member more than two months in arrears shall be considered suspended (no voting or participation in GALANO meeting) until dues are paid to date. January 1st will be annual forgiveness day for all members over three months in arrears on that date.
Section 5
Any person applying for membership to the Society must sign a copy of current house rules and by-laws attesting to complete understanding on them and promise of compliance.
Section 6
The Society shall review all circumstances regarding compliance and/or noncompliance with Article 3, Sections 2, 3, 4 and 5, and when appropriate determine suspension and/or implementation of these sections.
Article 4 - Dues
Section 1
Dues shall be paid on or before the fifteenth (15) day of each month or on the fifteenth (15) day per annum.
Section 2
The schedule of dues shall be reviewed by the Board of Directors on an annual basis prior to the annual membership meeting, at which the membership will vote and the recommendation of the board regarding any changes to the schedule. A two-thirds majority of the membership present, including absentee ballots, at the annual meeting, must approve any changes.
Sections 3
The Society Officers shall review all circumstances regarding need Article 4, Sections 1 and 2 and when appropriate determine suspension and/or implementation of said sections.
Article 5 - Qualified groups
Section 1
Qualified 12-step recovery groups shall include but not be limited to groups such as AA, Alanon, NA, OA and SCA.
Section 2
Any group, specified in Section 1 of this article, desiring use of Society facilities shall submit a request to Board of Directors for approval. Appropriate rent shall be determined by the Board of Directors.
Section 3
Any group requesting use of facilities must be composed of two participants one of whom must be a Member in good standing of the Society.
Section 4
Any Organization (not necessarily a 12-step group) desiring us of Society facilities shall submit a request for approval by the Board of Directors. Approval of such organizations is contingent upon acquisition of security of insurance bond appropriate security deposit with the Society and appropriate rental fee as determined by board, and the signing of a copy of current house rules and attesting to the complete understanding of them and the promise of compliance. Approval shall be for "one time" use only, unless otherwise specified in the agreement.
Article 6 - The Board of Directors
Section 1
The Board of Directors shall consist of no less than five (5) and no more than nine (9) members.
Section 2
The Board of Directors shall present to the membership at the annual meeting a proposal regarding the composition of the board (number of directs and how many from each Qualified group). A two-thirds majority of the membership present, including absentee ballots, at the annual meeting, must approve any changes. The term of a director shall be for two (2) years. No director should serve for more than 3 consecutive years unless other qualified persons are not available.
Section 3
To be a nominee for a director one must be a member in good standing of the Society for twelve consecutive months before being nominated and have abstained from abuse of addictive substances and addictive behaviors for one (1) year prior to nomination and maintain abstention throughout his or her term.
Section 4
All directors shall be elected in accordance with the process specified in Article 9 Sections 1-4. Members of the board shall be elected at annual meetings by vote of the members present. All directors shall be elected in accordance with the process specified in Article 9 Sections 1-4. Members of the board shall be elected at annual meetings by majority vote of members present, including absentee ballots.
Section 5
Any director or officer may be removed by a 2/3-majority vote of all voting board of director's members.
Section 6
Members in good standing may act to remove committee officers at a special membership meeting, by the process described in Article 8 Section 5.
Section 7
Any vacancy on the Board of Directors for any reason shall be filled by a majority vote of the members in good standing this person shall be selected from the members in good standing to fulfill the remaining term of office.
Section 8
No salary compensation or remuneration shall be paid to any direct of the Society either directly or indirectly for acting in the capacity of director.
Section 9
Any person who is a qualified member in good standing as defined in Article 3, Section 2 and who are not Officers in the Society e.g.: Member At Large, GSR, OA or NA representatives, etc. " will be members of the Board of Directors.
Article 7 - Officers
Section 1
Five Officers; President, Vice President, Secretary, Treasurer and Member at Large shall be elected by and from the Board of Directors. Such officers are to retain office for a term of two (2) years these officers shall perform the duties required of them by the laws of the state of Missouri articles of bylaws. They may be required to perform additional duties assigned them by the Board of Directors if such are consistent with applicable civil law, and these bylaws (remove the phrase "and the twelve steps and traditions of the board approved organizations").
Section 2
The duties of each officer:
· PRESIDENT shall preside at all meeting of the Board of Directors and be a non-voting member except in the event of a tie the President shall cast the deciding vote. The President shall preside at all meetings of the membership and shall have a vote therein;
· VICE PRESIDENT shall perform the duties of the president in the event of the inability of that officer to do so. The Vice President may also be delegated authority by the president then the President deems it appropriate to do so;
· SECRETARY shall keep the minutes of all membership and Board of Directors meetings. These minutes shall be posted at the club all communications meeting notices and acquisition of committee reports is the responsibility of the secretary;
· TREASURER or treasurers designate shall
A. Collect all dues and other income of the club and make records thereof
B. Make deposits in such financial institutions as directed by resolution of the Board of Directors
C. Prepare a budget for the fiscal year
D. Submit supplements to the budget when necessary
E. Audit the accounts at the close of the fiscal year
F. Present a report at the annual membership meeting.
G. To procure a suitable surety bond in such amount as the board shall specify indemnifying the Society against loss for his or her conduct. The premium on such bond to be paid by the Society;
· MEMBER AT LARGE shall be the communication liaison between the Society and L&LL, tracking and representing all issues/concerns of each organization.
Article 8 – Committees
Section 1
Any committees standing or special shall be established by the president and approved by a majority vote of the Board of Directors.
Section 2
The chairperson of all committees shall be a member in good standing of the Society.
Section 3
All committees must file a monthly report with the secretary of the Society.
Section 4
Those serving on the committees shall be chosen by the appointed chairperson and must be members in good standing in the Society, unless otherwise approved by the Board of Directors.
Section 5
Anyone serving on a committee may be removed at any time by a “majority” vote of those serving on the same committee.
A. The word "majority" in this context means, simply, more than half.
B. The use of any other definition, such as 50 percent plus one, is apt to cause problems. Suppose in voting on a motion 17 votes are cast, 9 in favor and 8 opposed. Fifty percent of the votes cast is 8 1/2, so that 50 percent plus one would be 9 1/2. Under such an erroneous definition of a majority, one might say that the motion was not adopted because it did not receive 50 percent plus one of the votes cast, although it was, quite clearly, passed by a majority vote. [RONR (11th ed.), p. 400; see also p. 66 of RONRIB.I — (Robert's Rules of Order Newly Revised (and often referred to using the initials RONR)
Section 6
When necessary, the Board of Directors may provide a written description of the purpose and duties to each committee of which the secretary of the Society will keep a record for reference.
Article 9 - Meetings and Voting
Section 1
Due notice shall mean that the date, time, place and purpose of a Board of Directors meeting shall be posted of the Society bulletin board or printed notice mailed to members in good standing no less than seven days prior the meeting. Due notice shall be given to members in good standing no less than thirty day in advance for the annual membership meeting.
Section 2
The Board of Directors shall hold regular meetings at such time and place designated by the president and approved by the board.
Section 3
A quorum of 2/3 of the directors is required for a meeting of the board.
Section 4
No business shall be conducted at any Board of Directors meeting without a quorum of directors present.
Section 5
Absentee ballots will be provided upon request all absentee ballots must be returned prior to the vote.
Section 6
Special membership meetings may be called by petition of 25% of the members in good standing. Such petition must be presented to the president or secretary of the Board of Directors no less than seven days prior to the next regularly scheduled Board of Directors meeting.
Section 7
Special membership meetings called by valid petition or a presidential recommendation shall demand due notice of no less than seven days.
Section 8
When necessary and prudent a listing and description of the issues to be voted on or candidates and their qualifications shall be provided to members in good standing. This information shall accompany due notice of the meeting as specified. Only members in good standing have voting privileges.
Section 9
Unless otherwise specified a majority vote of the directors is necessary for approval at meeting of the board and membership respectively.
Section 10
There will be no closed meetings of the Board of Directors, yet the officers of the board may meet in executive committee if necessary and requested by one of the officers. Any resolutions decided by executive committee are non-binding.
Section 11
A special meeting of the Board of Directors may be held without notice as the Board of Directors may from time to time decide.
Section 12
Robert's Rules of Order as revised shall be used at all meeting of the Board of Directors, membership and committees.
Article 10 - Election of Directors
Section 1
The election of directors shall take place at the annual membership meeting.
Section 2
Once the number of directors needed for the current year has been established, in reverence to Article 6 Sections 12, nominations for directors shall be opened. For example: alternate years for President and Treasurer then for Vice President and Secretary.
Section 3
The nominees receiving the most votes are duly elected to serve on the Board of Directors.
Section 4
All vacancies on the Board of Directors whether caused by resignation, death or otherwise shall be filled by vote of the membership attending any regular or special meeting of the Society. The successor shall fulfill the remainder of the term.
Article 11 - Business of the Society
Section 1
No dividend or payments in the nature of dividends shall be made to any person.
Section 2
The corporation shall engage in various activities that may generate revenue in excess of the cost of the activity. All excess revenues shall become the property of the club and be used exclusively for the operation and enhancement of the club.
Section 3
The president in conjunction with one other officer shall have the authority to authorize expenditures not to exceed five hundred dollars without board approval. Normal operating expenses of the club are not subject to prior board approval.
Section 4
Normal affairs and activities of the Society which include among other things the Society meetings: use and supervision, repair and maintenance of Society property and facilities, receipt and disbursement of Society funds of all ordinary purposes and the keeping of Society Records shall be the duty of the Board of Directors.
Section 5
Such things as the sale or acquisition of real estate, the enlargement or major alteration of buildings, the construction of new building and/or soliciting or raising funds, other than by regular Society activities and pledges of members shall be deemed extraordinary activities requiring authorization by majority vote of the membership.
Section 6
As a service to un-incorporated qualified groups, the Board of Directors may enter into contracts, on behalf of the said qualified group. This shall not give the Society, or Board of Directors any inferred authority over the qualified group,or the event that the contract pertains to with exception for noncompliance with Article 2 Section 1.
Article 12 - House Rules and Management
Section 1
Current house rules shall be determined by the Board of Directors and if necessary, will be presented to the membership for majority approval.
Section 2
The Board of Directors shall have the authority to investigate alleged violations of the Society's rules or by-laws; conduct a hearing, if necessary, giving full consideration to due process and the principles of fairness, and take any further action deemed appropriate up to and including expulsion from membership in the Society, restriction from the property and/or meeting facility, or further legal action.
Article 13 - Gifts, Donations and Bequests
Section 1
Gifts, donations and bequests in the nature of a gift for the purpose specified in the articles of incorporation may be given or made direction to "The GALANO Society of Kansas City, Missouri, Incorporated". Acceptance or rejection of a gift donation or bequest shall be at the discretion of the Board of Directors within the limitations of Missouri state law.
Section 2
Unless some designated special purpose accompanies the gift, donation or bequest all disbursements of corporate funds shall be at the discretion of the Board of Directors.
Article 14 - Dissolution of the Corporation
Section 1
In the event of dissolution all monies, property and assets remaining, after the payment of the Society's debts, shall be devoted to such charitable or educational purposes as shall be agreed upon by a majority of the Board of Directors at the time of dissolution.
Article 15 - Amendment of By-Laws
Section 1
These by-laws or any part thereof may be altered, repealed or amended by a majority vote of the membership at a duly called annual or special membership meeting. Any proposed amendment must first be approved by a majority of the Board of Directors. This must be done thirty days prior to being submitted to the membership for a vote.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws and associated Amendments of The Society of Kansas City, Missouri, Incorporated were approved by the GALANO membership attending the annual meeting on Sunday, July 12, 2015 and constitute a complete copy of the Bylaws of the corporation.
