THE BY-LAWS
OF THE
WEST BROWARD CLUB, INC.
REVISED MAY, 2009 ( cleaned up and posted to the website, no revisions made )
ARTICLE I - NAME
Section 1. Club Name - This Club, under the provisions of its Charter, shall be known as the West Broward Club, Inc., hereinafter West Broward Club.
ARTICLE II - PURPOSE
Section 1. Purpose -One of the purposes of the West Broward Club is to provide a permanent facility which is available for educational (seminars), charitable and social welfare activities (job fair) connected with the rehabilitation of individuals who belong to AA and other Twelve Step programs. Another purpose is to establish, maintain and operate club facilities to further such activities for members, their friends and their families.
Section 2. Clubhouse Location - This non-profit organization will maintain a Clubhouse located in the western section of Broward County, Florida, no further north than Commercial Boulevard, and no further east than State Road 7. Any change in club location must be approved by the membership eligible to vote at a regular or special membership meeting called by the Board of Directors.
ARTICLE III - GOVERNMENT
Section 1. Board of Directions - The Board of Directors shall be the governing body of the Club. The Board shall consist of the President, Vice President, Treasurer, Recording Secretary, Membership Secretary, and six (6) Directors who are duly elected by the membership and who are in good standing.
Section 2. Past President - The immediate Past President shall serve as an Ex-Officio member of the Board and shall have voting privileges at all Board Meetings for a period of one (1) year. After that, he/she may be retained as an Advisor. (See Article IX, Section 1.c.)
ARTICLE IV - MEMBERSHIP
Section 1. Eligibility - Any member of A.A. or any other Twelve Step program who has not violated any of the standing rules of the West Broward Club and who is a member in good standing in their Twelve Step program for at least thirty (30) days at the time of application is eligible for membership.
Section 2. Applications - Applications for membership shall be received by any Board member or club steward from any person who is recommended for membership by one current member in good standing, together with the payment of one month’s dues.
Section 3. Application Approval - The Board of Directors has full authority and discretion to accept or reject, for cause, any application for membership. The Board shall accept or reject each application within thirty (30) days of receipt of the application or at the next meeting of the Board of Directors. If a membership application is denied, a person may re-apply in the above manner starting one (1) month after such denial. The Board of Directors shall give special attention to recurrent reapplication of any individuals during the evaluation process.
Section 4. Probationary Period of New Member - After the Board approves an application, there is a mandatory 90 day probationary period. If successfully completed, a member is then considered to be in good standing.
Section 5. Good Standing - A member is considered to be in “good standing” if he or she is :
a. current on his or her dues;
b. has not violated any of the standing rules of the West Broward Club;
c. has ninety (90) days of continuous membership in the West Broward Club; and
d. has maintained continuous membership in a Twelve Step program during these 90 days.
Section 6. Eligible to Vote - A member in good standing for at least three (3) months shall be entitled to vote in any meeting of the membership, and in any election.
Section 7. Member Solicitation. No member shall improperly solicit any person to become a member, nor shall the club offer or give directly or indirectly any prize, premium or anything of value to any member for securing membership in the club.
Section 8. Solicitation for Personal Gain. No one shall solicit anyone for personal gain or create a disturbance on any property or premises owned or leased by the club. Anyone who does shall be subject to expulsion from the premises and club.
Section 9. Alcohol/Mind Altering Substances/Weapons. No one shall bring alcohol or mind altering substances or weapons of any sort upon the premises or property of the club. Anyone who does shall be subject to expulsion from the premises and the club.
Section 10. House Rules Application. Any person entering the premises must abide by the House Rules posted within the Club.
Section 11. Suspension and Expulsion.
1. The Board of Directors shall suspend or expel any Officer, Director, or member whose conduct is:
a. destructive to the property or premises of the Club;
b. hostile to the objectives of the Club;
c. injurious to the character of the Club;
d. violates the Club’s By-Laws or its established procedures; and / or
e. behavior unbecoming of an Officer, Director, or member.
2. An Officer, Director, or member may be suspended or expelled by a 2/3 vote of the Board of Directors present for the violation of the West Broward Club By-Laws or House Rules.
3. Any suspension shall be not less than 30 days.
4. The suspended Officer, Director, or member shall be notified in writing.
Section 12. Appeal Process.
1. An Officer, Director, or member thus suspended or expelled by a 2/3 vote of the Board of Directors present shall have the right to appeal to a meeting of the Board of Directors if the appeal is:
a. in writing; and
b. filed with the Recording Secretary no later than thirty (30) days after date of suspension
or expulsion.
2. The Board must meet to act on the appeal within fifteen (15) days of receipt of an appeal.
3. While such petition is pending, the decision of the Board of Directors shall remain in force.
Section 13. Re-Application for Membership After Suspension/Expulsion. Any Officer, Director, or member indefinitely suspended may reapply for membership by submitting such an appeal to the Board of Directors after 90 days from the date of suspension.
ARTICLE V - DUES AND FEES
Section 1. Registration Fee and Dues. The registration fee and regular dues shall be fixed and determined by the Board of Directors.
Section 2. Increase in Dues. If, in the judgement of the Board of Directors, an increase in monthly contributions is indicated, the following procedures must be followed:
a. The Board of Directors shall request the Finance Committee to make an "in depth" survey of the Club's financial status and operations.
b. Within fifteen days, the Finance Committee shall submit a written report, with
supporting data, indicating whether or not an increase is warranted.
c. This Finance Committee Report is NOT binding on the Board of Directors.
d. Written notice of any increase must be sent to all members at least forty-five (45) days
prior to the effective date of the increase. This notice must inform the members whether the Finance Committee supports the increase or not.
Section 3. Payment of Dues. Monthly dues shall be paid in advance. Any member who has not paid dues for the current month and the two (2) prior calendar months (total 90 days) shall be dropped from the membership rolls. Once dropped, a former member must re-apply to regain membership as provided in Article IV, Section 2 of the By-Laws.
ARTICLE VI - MEETINGS
Section 1. Annual Meeting. The Annual General Membership Meeting shall be on the last Saturday of September at the Clubhouse at 9:30 a.m. or at another time set by the Board.
Section 2. General Membership Meeting. A General Membership Meeting shall be held on the last Saturday of March at the Clubhouse at 9:30 a.m. or at another time set by the Board. If holidays conflict with this date, the meeting will be rescheduled by the Board.
Section 3. Notice of Annual and General Membership Meetings. Notice of these meetings shall be posted on the bulletin board. The Board, at its sole discretion, may notify each member in writing ten (10) days before these meetings.
Section 4. Special Meetings. Special General Membership Emergency Meetings may be called by the Board of Directors. Notice of these meetings shall be posted on the bulletin board ten (10) days prior to each meeting.
Section 5. Special Meetings - Called by the General Membership. Special meetings may be called by the general membership by submitting a written request to the Club Secretary no later than twenty-five (25) days prior to the meeting. This request must include the purpose of the meeting and be signed by twenty-five percent (25%) of the members in good standing. Upon certification of the signatures by the Membership Secretary, notice thereof shall be posted on the bulletin board and, at the sole discretion of the Board, may be mailed to the membership ten (10) calendar days prior to the meeting. If the time period includes a legal holiday, an extra day shall be added. The discussion at the special meeting will be limited to the purpose in the request.
Section 6. Membership Meeting Procedure. Any membership meeting shall be conducted according to Roberts Rules of Order and use the following general agenda:
a. Roll Call
b. Approval of Prior Meeting Minutes
c. Treasurer's Report
d. Committee Reports
e. Old business
f. New business
g. Adjournment
ARTICLE VII - ELECTION COMMITTEE
Section 1. Election Nominating Committee. At the February meeting of the Board of Directors, the President shall appoint a Chairman and 2 other members in good standing, who are not members of the Board, to the Election Nominating Committee.
Section 2. Members Willing to Run for Board. The Election Committee will seek the names of persons willing to run for the Board. The President will post the names of those willing to run on the bulletin board in the West Broward Clubhouse.
Section 3. Board Members Remaining. If an insufficient number of persons are willing to run for the Board, the current sitting Board will remain until the President can nominate qualified persons to replace the Board. These Presidential selections must be approved by a 2/3 majority vote of the existing Board of Directors and, if asked, the Board of Trustees.
Section 4. Eligibility for Board - Election Committee Determines. The Election Committee shall determine the eligibility of each election nominee to the Board of Directors pursuant to Article VII, Section 5. No paid Club employee may be nominated for the Board of Directors.
Section 5. Eligibility Requirements for Board. Any member is eligible for nomination to the Board as a Director if they:
a. are eighteen (18) years old;
b. are a member in good standing;
c. have one (1) year of continuous sobriety; and
d. have one (1) year of previously paid up membership dues in the West Broward Club.
A member can only be nominated for one of the following offices: President, Vice-President, Treasurer, Secretary, Membership Secretary or the 6 Director positions.
Section 6. Eligibility for Officer Positions. Any member is eligible for nomination as an Officer, President, Vice President, Treasurer or Secretary, if they:
a. are eighteen (18) years old;
b. are a member in good standing;
c. have three (3) years of continuous sobriety; and
d. have two (2) years of previously paid up membership dues in the Club.
e. has served as a Director for at least one (1) year.
A member can only be nominated for one of the following offices: President, Vice-President, Treasurer, Secretary, Membership Secretary or the 6 Director positions.
ARTICLE VIII - ELECTION
Section 1. Election Date. The election for Officers and Directors will be held annually on the last Saturday of April from 8:00 a.m. to 6:00 p.m. at the Clubhouse. The election shall be administered by the Election Committee. Each member in good standing shall be entitled to one (1) vote, as defined by Article IV, Section 7. Voting by proxy is not permitted. However, voting by absentee ballot is allowed. Voting is by written, secret ballot administered by the Election Committee.
Section 2. Counting of Ballots. At the close of the election, the Chairperson of the Election Committee will oversee the counting of the ballots by Election Committee members. The count will take place in private. The ballots and tally sheets and all pertinent papers shall be turned over to the Secretary immediately upon completion of the tallying. The secretary will present the ballots and tallies to the Board at the next Board meeting. Unused ballots shall be destroyed immediately.
Section 3. Election Results Posting. The Board of Directors will post the election results. The new Board takes office within 10 days after the posting of the election results.
Section 4. Runoff Election. If there is a tie for any office or Board member, there will be a run-off election one week later at the Clubhouse, from 8:00 a.m. to 6:00 p.m.
ARTICLE IX - OFFICERS AND DIRECTORS DUTIES
Section 1. President.
A. Duties. The President shall:
1. preside over all business meetings of the club;
2. enforce all House Rules and regulations;
3. appoint all members of standing committees not covered by these By-Laws;
4. appoint all members of any special Committees;
5. be an ex-officio member of all committees;
6. perform other duties which may be assigned by the Board of Directors; and
7. other duties incidental to this office.
B. Review Committee. Immediately upon taking office, the newly elected President shall appoint a Review Committee. The Review Committee shall undertake a complete review of the books and records of the past year and report the results of this review to the Board of Directors.
C. Post-Term Duties. At the end of his/her term, the outgoing President shall serve as an ex-officio member of the Board of Directors with full voting privileges for 1 year. After this year, he/she may attend Board of Director meetings as an advisor.
Section 2. Vice President.
A. Duties. The Vice President shall:
1. perform the duties of the President in his/her absence;
2. House Committee Chair.
Section 3. Treasurer.
A. Duties. The Treasurer shall:
1. receive all funds and contributions;
2. deposit funds in an authorized bank;
3. pay all obligations;
4. keep financial records of all transactions;
5. present a report at regular meetings;
6. have all Club checks signed by the Treasurer and one other officer; and
7. present all books and financial records for examination when asked to by the President and/or the Board that may be necessary for a proper review of the
Club accounts.
B. Budget Committee. The Treasurer shall also chair the Budget Committee
1. Composition - Treasurer and two (2) members in good standing.
2. Responsibilities -
a. prepare a budget outlining projected receipts and expenditures for the
next calendar year.
b. present budget to the Board and the Club members for approval prior to the end of the year.
Section 4. Recording Secretary
A. Duties. The Recording Secretary shall:
1. take Meeting Minutes of Board and General Membership;
2. notify Board members of regular and special meetings of the Board; and
3. perform such other duties as may be assigned to him/her by these By-Laws or by the Board of Directors.
Section 5. Membership Secretary
A. Duties. The Membership Secretary shall:
1. issue notices of General Membership meetings to all members;
2. issue and mail written notices to all members:
a. whose dues are in arrears; and
b. who are being dropped from membership; and
3. keep membership records.
Section 6. Board Members. Board Members shall:
1. attend all meetings; and
2. perform duties assigned to him/her by the President.
Section 7. Replacement of Officers and Directors. If, for any reason, an Officer or Director is unable to complete his/her term of office, the President will immediately appoint an interim replacement to serve out the term of office. This appointment shall be subject to the approval of the full Board of Directors.
Section 8. Meeting Time. The Board of Directors shall meet at least once a month in the West Broward Clubhouse. This meeting shall be on the second Wednesday of the month, but the current
Board of Directors can set the Day and Time of the meeting at their discretion.
Section 9. Quorum. The Board must have a quorum present to conduct the official business of the Club. A quorum shall consist of two-thirds (2/3) of the Board.
Section 10. Meeting Procedure. All Board of Directors meetings shall be conducted:
1. according to Roberts Rules of Order; and
2. the meeting agenda shall be:
a. roll call;
b. approval of previous minutes;
c. Treasurer's Report;
d. Committee Reports;
e. old business;
f. new business;
g. adjournment.
Section 10. Removal of Officers and Directors Financial or Litigation Obligations. The removal
of financial or litigation obligations of Board Members or Officers volunteering their time to the club.
ARTICLE X - REMOVAL FROM OFFICE
Section 1. Officers. Any Officer may be removed by the Board of Directors for:
1. just cause.
Section 2. Directors. Any Director may be removed by the Board of Directors for:
1. absence from two (2) consecutive Board meetings without legitimate reason; and/or
2. just cause.
Section 3. Removal Vote Requirement. Any removal vote must be by a Board vote of two-thirds of the Board members present.
Section 4. Removal of Officers or Directors Report. The Board of Directors will immediately report the results of their vote to the General Membership.
Section 5. Recall by General Membership. The General Membership may elect to recall a Board Member by requesting a Special Meeting according to the conditions set forth in Article VI, Section 5. The recall vote must be by at least two-thirds (2/3) of the members present.
ARTICLE XI - BOARD OF TRUSTEES
Section 1. Board of Trustees Composition. The Board of Directors shall appoint an advisory committee, called the Board of Trustees, composed of four (4) members.
Section 2. Trustee Qualifications. Trustee=s minimum qualifications are:
1. continuous membership and active participation in Club activities for the five (5) years immediately preceding appointment;
2. continuous sobriety for not less than five ( 5) years;
3. prior service to the Board of the West Broward Club or prior service on the Board of Directors of a Twelve Step Club other than the West Broward Club.
Section 3. Term. The members of the Board of Trustees shall serve three year terms. They may succeed themselves if the Board of Directors votes as provided in the following paragraph of this Article.
Section 4. Nomination of Trustees. The President shall place in nomination before the entire Board of Directors, the names of the Board of Trustees and post such names on the bulletin board thirty days prior to their confirmation by the Board of Directors.
Section 5. Election of Trustees. At the end of thirty days, the Board of Directors shall vote to confirm such appointments by a vote of 2/3 of the Officers and Directors present.
Section 6. Duties. The Board of Trustees duties are:
1. Govern Club if No Quorum on Board of Directors. Govern the Club if the Board of Directors are unable to assemble a quorum to transact the regular business of the Club until a special election can be held. If the Board of Directors cannot assemble a quorum, the Board of Trustees shall have the authority to call a special election meeting of the membership within fifteen (15) days.
2. Financial Advisory Role. The Trustees shall act in an advisory capacity on financial matters exceeding $1,500.00, establishment of credit, deposit of monies of the Club, relocation of the Club facilities, and purchases of Real Estate.
3. Meetings. The Trustees shall meet:
a. when requested by the Board of Directors; or
b. when any two of the members of the Board of Trustees want to.
4. No Compensation. The Trustees shall serve without remuneration.
5. Not Eligible for Board of Directors. No Trustee shall be a member of the Board of
Directors or a candidate for such office.
ARTICLE XII - HOUSE COMMITTEE
Section 1. Duties. The House Committee shall:
1. have charge of the club room and property of the Club; and
2. make all necessary rules governing the Club room and property, subject to approval by the Board of Directors.
Section 2. Composition. The House Committee shall consist of:
1. the Chair; and
2. at least two (2) other Club members in good standing.
ARTICLE XIII - GROUP COORDINATOR
Section 1. Group Coordinator. In order to support the autonomy of all groups meeting in the West Broward Club a special person designated as Group Coordinator will be appointed by the President and approved by the Board of Directors.
Section 2. Group Coordinator Duties. The Group Coordinator shall:
1. be responsible for all communication between groups meeting in and using club facilities and the duly elected officers and board members of the club;
2. meet with all group officers and representatives at least twice a year and will chair those meetings;
3. meet with officers or representatives of individual groups at the coordinator’s discretion;
4. report the results of those meetings to the Board;
5. make other reports to the President when appropriate; and
6. report to the club membership at the annual meeting.
Section 3. Group Coordinator Committee. The Group Coordinator will be guided by the Laws and Resolutions of the club. He/she may appoint a committee to assist in discharging the duties assigned.
Section 4. Qualifications.
A. The Group Coordinator appointed should:
1. have at least 3 years of continuous sobriety;
2. be a member in good standing in the West Broward Club; and
3. be a member of or regularly meet with at least one of the AA groups using the club facilities.
B. Committee Members chosen to serve with the Group Coordinator should have similar qualifications.
ARTICLE XIV - DISSOLUTION
Section 1. Dissolution - Disbursement of Funds. If the West Broward Club is dissolved, any remaining assets after payment or discharge of all liabilities will be made available to bonafide non-profit charitable organizations. Assets that cannot be disbursed will be converted to cash and the proceeds similarly disbursed.
MARTY’S NOTE: I BELIEVE WE NEED A PROCEDURE TO BE ESTABLISED IN WRITING WHICH ADDRESSES THE POSSIBLE DISSOLUTION OF ASSETS AND CASH IN DETAIL. A BY-LAWS ADMENDMENT WOULD BE NEEDED ( I SUPPOSE ) .
ARTICLE XV - REVISIONS TO THE BY-LAWS
Section 1. Amendments to the By-Laws. All proposed amendments and revisions to the By-Laws shall be made in writing and read at a regular membership meeting of the Club, or at a special membership meeting called for such purpose.
Section 2. Notice of By-Laws Revision Meeting. Written notice of the By-Law Revision Meeting shall be sent by the Membership Secretary at least ten (10) calendar days prior to the regular or special meeting at which the proposed amendments and revisions are to be voted on.
Section 3. Required Vote to Pass Revisions. A two-thirds (2/3) vote of all members present at the By-Law Revision Meeting shall be necessary to approve amendments or revisions to the By-Laws in accordance with the Charter filed with the State of Florida.
Section 4. Proposed Amendments and Revisions. Amendments and revisions may be proposed by a committee or persons from the general membership. Amendment or Revision Proposals from the general membership must be made in accordance with the special meeting provisions in Article VI, Section 5.
The date of this Revision is _____________________
These By-Laws supersede and replace any and all previous and existing By-Laws of the West Broward Club, Inc.
Dated and Approved on _________________, 2009 _____
By ______________________________________________
President,
(for the Board of Directors and the General Membership)