June 1989
BYLAWS
Of
ALCOHOLICS ANONYMOUS WORLD SERVICES, INC.
ARTICLE I
OFFICES AND SEAL
Section 1. Offices: A business office of this Corporation shall be located at such place within the City of New York as may be fixed by the Board of Directors. The Corporation may establish and maintain offices in any of the States of the United States, possessions, cities or towns therein and at such places as may from time to time be appointed by the Board of Directors.
Section 2. Seal: The corporate seal shall be circular in form and shall have enscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, State of New York." The Corporation may alter and change said seal at its pleasure; said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE II
MEMBERS AND MEETINGS OF MEMBERS
Section 1. Membership: The Membership of the Corporation shall consist of those persons who are Members and Trustees of the General Service Board of Alcoholics Anonymous, Inc. No one shall be elected to Membership in the Corporation nor shall he continue as a member of the Corporation unless such person shall contemporaneously serve as a Member and Trustee of the General Service Board of Alcoholics Anonymous, Inc.
Section 2. Rights of Members: The right of a Member to vote and all of his right, title and interest in or to the Corporation, or its property, shall cease on the termination of his Membership.
Section 3. Annual Meetings: The Annual Meeting of the Members of the Corporation shall be held in the State of New York at such place and hour as shall be determined by the Chairman and no later than the first Saturday in May of each year. However, the date of the Annual Meeting may be postponed, for a period not to exceed one month, by the Chairman of the Corporation with the consent of two-thirds of the Members of the Corporation or their proxies."
Section 4. Notice of Annual Meetings: Notice of time, place and purpose or purposes of the Annual Meeting shall be served, either personally or by mail, not less than ten (10) nor more than forty (40) days before the meeting, upon each person who appears upon the books of the Corporation as a Member, and if mailed, such notice shall be directed to the Member at his address as it appears on the books of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to the address designated in such request.
Section 5. Special Meetings: Special meetings of the Members, other than those regulated by statute, may be called at any time by the Chairman and must be called by the Chairman or Secretary on receipt of the written request of seven members of the Corporation.
Section 6. Notice of Special Meetings of the Members: Notice of a special meeting stating the time, place and purpose or purposes thereof shall be served personally or by mail upon each Member not less than ten (10) nor more than forty (40) days before such meeting, and if mailed such notice shall be directed to each Member entitled to notice at his address as it appears on the books or records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him shall be mailed to some other address, in which case it shall be mailed to the address designated in such request.
Section 7. Quorum: At any meeting of Members, a majority of the Members (present in person or by proxy) shall be a quorum for all purposes except as otherwise provided by law. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the Members present in person or by proxy, without notice other than by announcement at the meeting and without further notice to any absent Member. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 8. Waiver of Notice: Whenever under the provisions of any corporate laws or under the provisions of the Certificate of Incorporation or Bylaws of this Corporation, the Corporation or the Board of Directors thereof is authorized to take any action after notice to the Members of the Corporation, or the Board of Directors, or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if at any time before or after such action be completed such requirements be waived in writing by the person or persons entitled to said notice or entitled to participate in the action to be taken or by his attorney thereunto authorized.
Section 9. Order of Business: At all meetings of the Members of the Corporation the order of business, except when otherwise determined by a vote of two-thirds of the Members present in person or by proxy, shall be:
a) A reading of the Minutes of the previous meeting.
b) Reports of Officers.
c) Election of Directors (if an Annual Meeting).
d) Consideration of Budget (if required).
e) Communications.
f) Unfinished Business.
g) New Business.
ARTICLE III
DIRECTORS
Section 1. Number-Election: The business and affairs of the Corporation shall be managed and controlled by a Board of nine (9) Directors, at least two of whom shall be members of the corporation, and two of whom shall be Class B Trustees. The Directors shall be elected for a term of one year at the Annual Meeting of the Members and shall serve for the term for which they have been elected and/or until their successors shall have been duly chosen and qualified, except as hereinafter otherwise provided for filling vacancies.
Directors shall be chosen by ballot at such meeting by a majority of the Members voting either in person or by proxy. No person who is not a Member of the Corporation (other than the President of the Corporation shall be elected to more than four consecutive full terms as a Director of the Corporation. Anything contained in this Section "1" to the contrary notwithstanding, any Director may be removed from office by ballot at a meeting of the Members of the Corporation by a majority of the votes of Members voting either in person or by proxy.
Section 2. Regular Meetings: Immediately after each annual election the newly elected Directors may meet forthwith at the principal office of the Corporation for the purpose of organization, the election of officers and the transaction of other business, and if a quorum of the Directors be then present, no prior notice of such meeting shall be required to be given. The place and time of such first meeting may, however, be fixed by written consent of all the Directors. The regular monthly meetings of the Board of Directors shall be held in the City of New York on the third Thursday of each month. The regular monthly meeting which immediately precedes a quarterly meeting of the General Service Board of Alcoholics Anonymous, Inc. may be postponed by the Chairman, and must be postponed by the Chairman at the written request of three Directors, from the third Thursday of the month to the last Thursday preceding such a meeting of the General Service Board of Alcoholics Anonymous, Inc.
Section 3. Special Meetings: Special Meetings of the Board of Directors may be called by the Chairman and must be called by the Chairman on the written request of three Directors.
Section 4. Notice of Meetings: Notice of all Directors meetings, except as herein otherwise provided shall be given by mailing the same at least five (5) days or by telegraphing the same at least three (3) days before the meeting, but such notice may be waived by any Director. Any and all business may be transacted at any Directors meeting. At any meeting at which every Director shall be present, even though without any notice or waiver thereof, any business may be transacted.
Section 5. Chairing of Meetings: At all meetings of the Board of Directors the Chairman, President, or a Vice-President, or in their absence, a pro-tem chairman chosen by the Directors present, shall preside.
Section 6. Quorum: At all meetings of the Board of Directors a majority of the Directors (at least one of whom shall be a Member of the Corporation) shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Director.
Section 7. Vacancies: Any vacancy in the Board of Directors occurring during the year through death, resignation, retirement, disqualification or other cause, shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors voting in person or by proxy at any regular or special Meeting of the Directors and any director so appointed shall hold office until the next succeeding Annual Meeting of the Members of the Corporation and/or the election and qualification of his successor. If the number of Directors be increased, such increased membership shall be deemed to create vacancies in the Board to the extent of the number of the increase therein and said vacancies shall be filled by a majority vote of the Members, the New Directors to serve until the next Annual Meeting and/or the election and qualification of their successors.
Section 8. Powers: All the corporate powers, except such as otherwise provided for in these Bylaws and in the laws of the State of New York, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may, by general resolution, delegate to committees of their own number or to officers of the Corporation, such powers as they may see fit.
ARTICLE IV
OFFICERS
Section 1. Number: The officers of the Corporation shall be a Chairman, a President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer and such other officers with such powers and duties not inconsistent with these Bylaws as from time to time may be appointed as determined by the Board of Directors.
Section 2. Election and Qualification: The Chairman and President shall be elected annually by the Board of Directors from among their number and the First Vice-President, Second Vice-President, Secretary and Treasurer shall be elected annually by the Board of Directors, as the Board of Directors may see fit, at the First meeting of the Board of Directors, after the Annual Meeting of the Members of the Corporation. Anything contained in this section "2" to the contrary notwithstanding, the Board of Directors shall have the right to remove any officer of the Corporation from his office whether for cause or otherwise at any time.
Section 3. Vacancies: In case any office of the Corporation becomes vacant by death, resignation, retirement, disqualification or any other cause, the Directors may elect an officer to fill such vacancy and the officer so elected shall serve until the election and qualification of his successor or until he is removed from office as provided for in Section "2" supra.
Section 4. The Chairman: The Chairman shall preside at all meetings of Members and of the Board of Directors, and shall approve the agendas for all such meetings. He may appoint such committees as he may deem necessary, wise and expedient provided, however, that no committee shall be created without the specific approval of the Board of Directors. He shall, in general, perform all duties incident to the office of Chairman and such other duties as may be assigned to him from time to time by the Board of Directors.
Section 5. The President: The President shall preside only at meetings of Members and of the Board of Directors at which the Chairman is absent. He shall have general charge and supervision of the business and affairs of the Corporation and shall do and perform such other duties as may be assigned to him from time to time by the Board of Directors. He may, with the Chairman, a Vice-President or the Secretary or the Treasurer, sign and execute all authorized bonds, mortgages, contracts, checks, notes or other obligations in the name and on behalf of the Corporation, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation provided, however, that no bond, mortgage or contract shall be executed without the specific authority of the Board of Directors.
Section 6. The First Vice-President: In the event of the absence or disability of the Chairman and President, the First Vice-President at any time, and from time to time, shall perform any and all of the duties of the Chairman or President and shall have such other powers and perform such other duties as the Board of Directors may from time to time determine to the extent authorized by law.
Section 7. The Second Vice-President: In the event of the absence or disability of the Chairman, President and First Vice-President, the Second Vice-President, at any time, and from time to time, shall perform any and all of the duties of the Chairman, President or First Vice-President and shall have such other powers and perform such other duties as the Board of Directors may from time to time determine to the extent authorized by law.
Section 8. The Secretary: The Secretary shall attend and keep the minutes of all meetings of the Board of Directors and Members of the Corporation. He shall attend to the giving and serving of all notices of the Corporation. He may sign with the Chairman, President or Vice-President, in the name and on behalf of the Corporation, any and all contracts or agreements authorized by the Board of Directors, and when so authorized or ordered by the Board of Directors he may affix the seal of the Corporation thereto. He shall have charge of such books, documents and papers as the Board of Directors may determine, and shall have the custody of the corporate seal. He shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned to him from time to time by the Board of Directors. He shall also keep a record, containing the names, alphabetically arranged, of all persons who are Members of the Corporation, showing their places of residence, and such book shall be open for inspection as prescribed by law.
Section 9. The Treasurer: The Treasurer shall have the custody of all funds and securities of the Corporation subject to such regulations as may be imposed by the Board of Directors. When necessary or proper, he may endorse for collection, on behalf of the Corporation, checks, notes or other obligations and shall deposit the same to the credit of the Corporation at such bank or banks or depository as the Board of Directors may designate. He shall sign all receipts and vouchers on behalf of the Corporation and shall make such payments as may be necessary or proper to be made on behalf of the Corporation subject to the control of the Board of Directors. He shall enter regularly on the books of the Corporation to be kept by him for the purpose, full and accurate account of all monies and obligations received and paid or incurred by him on account of the Corporation and shall exhibit such books at all reasonable times to any Director on application at the office of the Corporation. He may be required to give bond for the faithful performance of his duties in such sum and with such sureties as the Board of Directors may require. He shall, in general, perform all duties incident to the office of Treasurer, subject to the control of the Board of Directors. He shall also present at each regular meeting of the Board of Directors a written report showing the receipts and disbursements of the Corporation since the last meeting of the Board of Directors and the General financial condition of the Corporation as of the date of each report. The Treasurer shall, together with such officer or officers as may be designated by the Board of Directors, sign all checks of the Corporation and all bills of exchange and promissory notes issued by the Corporation except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation.
ARTICLE V
CONTRACTS
The Board of Directors, except as in these Bylaws otherwise provided, 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, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable pecuniarily for any purpose or to any amount.
ARTICLE VI
BUDGET
Prior to the commencement of each fiscal year of the Corporation, the President of the Corporation shall prepare a budget setting forth the anticipated income and expense of the Corporation for the ensuing fiscal year and shall submit budget for approval at the First Meeting of the Trustees of the General Service Board of Alcoholics Anonymous, Inc., after January I of such ensuing year. No additional project costing in excess of $10,000 (ten thousand dollars) which is not included in said budget in the form approved by the meeting of the Trustees of the General Service Board of Alcoholics Anonymous, Inc., shall be authorized by the Board of Directors, or by the President, or any employee of the corporation, unless such expenditure is specifically approved by the Finance Committee of the General Service Board at any regular or special meeting of said committee.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall commence on January 1 and shall end on December 31 of each year.
ARTICLE VIII
AUDITOR
The Board of Directors shall annually appoint an auditor whose duties it shall be to audit the books of the Corporation and prepare and submit to the Board of Directors an annual report in writing at such time as may be required by the Board of Directors, and to furnish such other and further reports to the Board of Directors as the Board in its discretion may from time to time require.
ARTICLE IX
AMENDMENTS
The Bylaws may be altered, amended or repealed at any meeting of the Members of the Corporation by a two-thirds vote of the Members present either in person or by proxy provided that notice of the proposed amendment is contained in the notice of such meeting.
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2.5c/6/89/TC