[Businessmtg] Bylaws Draft
Steve Rankin
steve at serenitysys.com
Sat Jan 8 23:19:57 PST 2022
Hi ASPers,
While I have copied the text of the bylaws draft below, the server tends to
mangle formatted text making it challenging to read, so I have posted a copy
on the original ASP website at the following URLs. The first URL is the
complete address, which the server sometimes mangles, so following that is a
TinyURL version. Either link will take you to the same place.
http://www.serenitysys.com/A_Serenity_Place/Business/nbm/bylaws_of_a_serenit
y_place_afg_draft_a1.html
https://tinyurl.com/2p826nef
Draft Bylaws
Bylaws of A Serenity Place AFG, Inc.
A Washington Nonprofit Public Benefit Corporation
ARTICLE I - OFFICES
Section 1. Name of Corporation
The name of the corporation is A Serenity Place AFG, LLC. (hereafter
referred to as ASP or ASP Group).
Section 2. Principal Office
The principal office of ASP for the transaction of its business is located
in the county of Clallam County, Washington.
Section 3. Change of Address
The county of ASP's principal office can be changed by 75% affirmative vote
of the Steering Committee and not otherwise. The current address is:
A Serenity Place AFG, LLC.
PO Box 1692
C/O Steve Rankin
1366 West Sequim Bay Road
Sequim, WA 98382-8411
The Members may, however, change the principal office from one location to
another within the named state by noting the changed address and effective
date below, and such changes of address shall not be deemed an amendment of
these Bylaws:
1366 West Sequim Bay Road, Sequim, WA 98382-8411 dated: September 1st, 2010
Section 4. Other Offices
ASP may also have offices at such other places where it is qualified to do
business as its business may, from time to time, designate. The Treasurer
may establish a satellite office with a US Post Office Box in their state of
residence to facilitate donations to ASP.
ARTICLE II - PURPOSES
Section 1. Objectives and Purpose
The objectives of the Corporation are:
A. To encourage unity of purpose and the growth of Al-Anon Family Groups
worldwide via the Internet.
B. To meet electronically via E-mail to share the Al-Anon personal
experience, strength and hope among members,
C. To discuss and develop policies concerning Al-Anon activities to
cooperate with AFG, Inc., and other online Al-Anon service entities and to
send a Group Representative to our representative Area and other Al-Anon
service entities, and a Delegate to the World Service Conference as those
situations become available.
D. To conduct other business as needed in keeping with the Twelve Steps,
Traditions and Concepts of Service.
Section 2. Principles of Operation
A. Adherence to Al-Anon Principles:
ASP shall at all times adhere to the principles expressed in Al-Anon's
Twelve Steps, Traditions and Concepts of Service. In the event that any
bylaw conflicts with the Traditions and Concepts, application of the
Traditions and Concepts shall take precedence over adherence to the bylaw.
The Steering Committee shall ensure that ASP complies with all federal,
state and local laws and regulations. In the event that any federal, state
or local law conflicts with the bylaws, the Steering Committee shall take
appropriate action to comply with the law(s) and shall notify the membership
of ASP in the next Business Meeting.
B. Additional References:
ASP shall refer for guidance to its own history and Group Consciences in the
conduct of its business. ASP may refer to literature, memorandum, procedural
manuals, and guidelines published by the AFG, Inc. in the conduct of its
business, however those are not binding on ASP.
C. Relationship to Al-Anon Family Groups and Alateen Groups:
ASP is not directly connected to, assumes no responsibility for, and
exercises no control over any other element of Al-Anon including individual
Al-Anon Family Groups, Alateen Groups, Districts, Al-Anon Information
Services (Intergroups), {AIS} and Al-Anon Family Group Headquarters, Inc.
.
ARTICLE III - ASP MEMBERS
Section 1. Definition and Duties of Members
A. Members: Members of ASP are any persons currently subscribed to the
ASP Group server.
a. The list of members subscribed to the ASP Group server may be
periodically purged of addresses not responding to proper notice sent to the
entire list of members at least twice over a period of 30 days.
b. Members purged will be promptly reinstated if requested within 60
days of being purged.
c. Members purged who do not request reinstatement within 60 days must
rejoin ASP as new members.
B. ASP Officers: ASP officers, as defined in Article V, Section 4, are also
members of ASP.
C. Other members include: There are no other members.
Section 2. Determination and Rights of Members
A. Class of Members. ASP shall have only one class of members and,
except as provided in or authorized by the Articles of Incorporation or
Bylaws of ASP, all memberships shall have the same rights, privileges,
restrictions and conditions. All members have voice and a vote in the ASP
Business Meetings.
Section 3. Eligibility of Members
A. Participation in ASP by members of ASP shall be voluntary.
B. Eligibility to serve in an appointed service position in ASP:
a. Members that have been a member of ASP for a minimum of 6 months,
and
b. Have regularly participated in ASP by means of sharing their
personal Al-Anon-related experience strength and hope.
c. Must be appointed by an elected officer of the Steering Committee in
accordance with established policy.
C. Eligibility to serve in an elected service position in ASP:
a. Members that have been a member of ASP for a minimum of 1 year, and
b. Have regularly participated in ASP by means of sharing their
personal Al-Anon-related experience strength and hope, and
c. Are not members of Alcoholics Anonymous (AA), and
d. Must submit a completed ASP Resume to the ASP Business Meeting, and
e. Must be elected by an affirmative vote of the members present that
are eligible to vote.
Section 4. Fees, Dues and Assessments
A. Dues & Fees. There are no dues, fees or assessments required for
membership in ASP.
B. Contributions and Donations.
a. Contributions and donations by participating members are encouraged,
but are entirely voluntary.
b. Contributions and donations from non-members or outside
organizations of any kind are not accepted in accordance with Al-Anon's
Seventh Tradition.
Section 5. Number of Members
A. Number of Members. There is no limit on the number of Members that
ASP may admit.
Section 6. Non-liability of Members
A. A Member of ASP is not, as such personally liable for the debts,
liabilities, or obligations of ASP, AFG, LLC.
Section 7. Amendments Resulting in the Termination of Memberships
A. Notwithstanding any other provisions of these Bylaws, if any
amendment of the Articles of Incorporation or to the Bylaws of ASP would
result in termination of all memberships or any class of memberships, then
such amendment or amendments shall be affected only in accordance with the
provisions of RCW 24.03.070 Washington Nonprofit Corporation Act.
ARTICLES IV - BUSINESS MEETINGS OF ASP
Section 1. Place of Meetings
A. Business Meetings of members shall be held using a separate mailing
list maintained by ASP's Steering Committee. Business is not discussed in
the primary and separate recovery meeting where members share.
B. Business Meetings are normally held in alternating months beginning
in January of each calendar year.
C. This schedule may be interrupted as reasonably necessary by
direction of the Steering Committee.
D. Special Business Meetings with limited agendas may be called by
direction of the Steering Committee, and announced by Chairperson.
Section 2. Time of Meetings
A. Business Meetings begin on the 1st day of the respective month.
B. Business Meetings adjourn on the last day of the respective month,
unless it is necessary to continue current business, as determined by the
Chairperson.
C. Business Meetings conduct business continuously during the month.
D. Business Meetings conduct business and discussions on one agenda
item or topic at a time.
E. Business Meetings conduct business on a 7-day cycle/agenda item.
Section 3. Members of Business Meetings and Voting Rights
A. Members of ASP wishing to attend a Business Meeting must respond to
the Notice of Business Meeting.
B. The Chairperson of the Business Meeting shall subscribe every member
of ASP that responds to the Notice of Business Meeting for that specific
meeting.
C. Membership and participation in Business Meetings is unique for each
Business Meeting.
D. Members of the ASP Steering Committee are ASP Officers and are
required to attend every Business Meeting during their term.
E. In respect to Al-Anon's tradition of anonymity, members of the
Steering Committee participate in the Business Meeting as general members of
ASP; except when representing their office, such as when making reports to
the membership.
F. The Chairperson of the Business Meeting shall automatically
subscribe every member of ASP Steering Committee to every Business Meeting.
G. Members of ASP and members of the Steering Committee (Officers of
the corporation) are each eligible voting members and entitled to one vote
on each matter submitted to a vote. Voting shall be by online secret polling
open for a minimum of seven (7) days.
H. The number of voting members of the Business Meeting is the number
of members subscribed to the Business Meeting mailing list on the date a
polling period begins.
I. Election of officers shall be by online secret polling open for a
minimum of seven (7) days.
Section 4. Annual and Other Regular Meetings
A. Annual Meeting. The members shall meet annually during the month of
November of each year for the purpose of conducting any ASP business.
B. Every three years the Members shall elect ASP Officers, preferably
on a staggered schedule. ASP Officer vacancies may be filled at any ASP
Business Meeting provided proper notice has been given to the membership.
C. The Steering Committee may choose to conduct any ASP business at
other times of the year.
Section 3. Notice of Meetings
A. Manners of giving notice: To the extent that notice of change of
meeting times, notice of special meetings, or any other notice is given,
adequate notice shall deemed to have been given if it is announced in the
regular meeting of ASP at least seven (7) days prior to the Business
Meeting.
B. Time of notice: Notice of special meetings must be given at least
seven (7) days prior to a meeting.
C. Contents of notice.
1. The notice of any Business Meeting shall state date of meeting.
2. The notice of any Business Meeting shall include the nature of the
business to be transacted.
3. Notice shall not require any action of the member other than
responding to the notice and providing the member's name.
Section 4. Majority Action as Membership Action
A. Every act or decision done or made by a substantial majority (more
than 67%) of votes cast at a duly held meeting is the act of the Members and
is known as a Group Conscience, unless the law, the Articles of
Incorporation of ASP, these Bylaws or the Founding Policies of ASP require a
greater majority.
Section 5. Conduct of Meetings
A. Chairperson or Presiding Officer. Meetings of members shall be
presided over by the Chairperson, or in his/her absence, by the List
Administrator. In the absence of the Chairperson and also the List
Administrator the Founder would preside.
B. The Minutes. The Archives of ASP Business Meeting email posts
maintained by the list software are Minutes of the Business Meeting.
C. Orderly Process. Business Meetings shall be held in an orderly
manner according to such rules as ASP may adopt from time to time.
a. The Chairperson shall open the meeting by posting email(s) to the
Business Meeting list server containing the following minimum information:
i. Notice of meeting
opening.
ii. Description of meeting
procedures.
iii. List of ASP members in
attendance by name and email address
iv. Agenda
v. Request for reports from
members of Steering Committee
b. Discussion during ASP Business Meetings shall be confined to one
single topic at a time.
c. All discussion shall follow ASP's Knowledge Based Decision Making
(KBDM) process as described on the ASP web site.
d. All motions/seconds made during the KBDM process are out of order
and hereby null and void.
e. No issue shall be polled or voted on in any way prior to reaching a
consensus of the members.
f. The Chairperson shall notify the members of the Business Meeting
that a consensus appears to have been reached. Said notice shall include a
description or list of the key points of the consensus.
g. The Chairperson shall seek a motion containing all key points of the
consensus. Any motion which does not contain all key points, or which is
contrary to the consensus, is null and void.
h. Adherence to strict parliamentary procedure is not required, except
when the KBDM process has been suspended by the Chairperson.
i. No voting or discussion by proxy is allowed.
Section 6. Record Date for Meetings
A. The record date for purposes of determining the members entitled to
notice, voting rights, written ballot rights, or any other right with
respect to a meeting of Members or any other lawful membership action, shall
be determined by the date of their current subscription to the ASP Mailing
List Server.
ARTICLE V - STEERING COMMITTEE of ASP
Section 1. Legal Purpose of Steering Committee
A. The ASP Steering Committee is the legal Board of Directors of ASP.
The List Administrator is the equivalent of the President or CEO of the
corporation.
Section 2. Definition of Members
A. Members of the A Serenity Place Steering Committee, hereinafter
referred to as SC.
a. Elected Officers.
i. List Administrator
ii. Secretary
iii. Greeter Chair
iv. Treasurer
v. Group Representative
b. Founders
c. Elected officers and Founders have 1 vote each in both Steering
Committee and Business Meeting.
B. Terms of office:
a. Elected Officers
i. Officers are elected by a
minimum 2/3's majority of the ASP members present in a Business Meeting.
ii. Three (3) years from the
date officer elected.
iii. No member may serve
consecutive terms on the Steering Committee.
iv. In case of a vacancy on the
Steering Committee, the List Administrator may perform those duties or may
temporarily assign the duties of the vacant position to another active
member of the Steering Committee.
b. Founders
i. Founders are the original
Founders of ASP, or the two (2) most senior members of ASP in terms of
continuous membership in ASP.
ii. Founders serve for Life or
as long a member of ASP.
iii. Service as a Founder is
primarily as an advisor and voice of experience to the Steering Committee
and Business Meeting.
iv. The Steering Committee may
ask Founder(s) to perform service to ASP, including performing the duties of
any vacancy on the Steering Committee.
C. Conditions of Office
a. ASP Officers must be members of ASP for a minimum of 1 year (365
days)
b. ASP Officers may not be members of Alcoholics Anonymous
c. ASP Officers must attend and participate in ASP Business Meetings.
d. ASP Officers are expected to participate in ASP Steering Committee
discussions.
D. Removal from Office
a. ASP Officers may be removed from office by a substantial majority
decision (at least 66.7%) of the other ASP Officers.
b. ASP Officers may be removed from office for cause, including but not
limited to:
i. Violating server security
ii. Falsifying or altering ASP
records without proper authority,
iii. Falsifying or altering ASP
financial records without proper authority,
iv. Falsifying or altering ASP
website content without proper authority,
v. Gross or persistent failure
to carry out their duties and responsibilities, as described for their
service position,
vi. Gross misconduct
Section 3. Functions of the ASP Steering Committee
A. To run the administrative procedures and processes of the ASP Group.
B. To develop and recommend agenda items for the Business Meetings.
C. To discuss and make decisions on disciplinary and behavior issues
involving any member of ASP, including officers.
Section 4. Steering Committee Meetings
A. Meetings are called and chaired by the ASP List Administrator.
Section 5. Duties of Steering Committee Members
A. Duties of the List Administrator
a. The List Administrator shall perform all duties incident to the
office of List Administrator as described on the ASP website, and such other
duties as may be required by law, by the Articles of Incorporation of ASP,
or by these Bylaws, or which may be assigned to him/her from time to time by
ASP.
b. The primary leadership position of ASP
c. Chairs the Steering Committee
d. Is the spokesperson for the Steering Committee
e. Deals directly with members of ASP regarding ASP policy & practices
f. Makes autonomous decisions regarding ASP affairs, when necessary
g. Keep others on Steering Committee thoroughly informed of all
communication involving or representing the Steering Committee
h. Responsible for technical administration of the ASP mailing list
B. Duties of the Secretary
a. The Secretary shall perform all duties incident to the office of
Secretary as described on the ASP website and such other duties as may be
required by law, by the Articles of Incorporation of ASP, or by these
Bylaws, or which may be assigned to him/her from time to time by ASP.
b. Chairs the Business Meeting
c. Responsible for the Daily Chairpersons in the ASP Group recovery
meeting
d. Appoints Daily Chairpersons to a 6-month position
e. Instructs/trains Daily Chairpersons
f. Maintains the ASP website
g. May appoint an assistant/Recording Secretary
h. Is the first Alternate List Administrator
C. Duties of the Greeter Chair
a. The Greeter Chair shall perform all duties incident to the office of
Greeter Chair as described in the ASP website and such other duties as may
be required by law, by the Articles of Incorporation of ASP, or by these
Bylaws, or which may be assigned to him/her from time to time by ASP.
b. Chairs the Greeter Committee
c. Appoints Greeters
d. Instructs/trains Greeters
e. Oversees greeting process
f. Is the second Alternate List Administrator
D. Duties of the Treasurer
a. The Treasurer shall perform all duties incident to the office of
Treasurer as described in the ASP website and such other duties as may be
required by law, by the Articles of Incorporation of ASP, or by these
Bylaws, or which may be assigned to him/her from time to time by ASP.
b. Administers the 7th Tradition at ASP by Passing the Basket monthly
c. Accepts donations from ASP members
d. Deposits all funds received in a bank account owned by ASP
e. Disburses funds as necessary to pay ASP financial obligations
f. Distributes funds in excess of the Prudent Reserve in accordance
with the Group Conscience
g. Reports monthly to Steering Committee and Business Committee
E. Group Representative
a. The Group Representative shall perform all duties incident to the
office of Group Representative as described in the ASP website and such
other duties as may be required by law, by the Articles of Incorporation of
ASP, or by these Bylaws, or which may be assigned to him/her from time to
time by ASP.
b. The Group Representative should develop a working knowledge of the
Al-Anon Twelve Steps, Twelve Traditions, Twelve Concepts of Service, and the
Service Manual and apply that knowledge and understanding in their service
as a representative of ASP to the greater Al-Anon fellowship.
c. The Group Representative shall attend meetings of the Al-Anon World
Service Area that ASP participates in.
d. The Group Representative shall report to the Steering Committee and
Business Meeting of discussions, motions and actions of the Area.
e. The Group Representative is eligible to serve at the District and/or
Area Service levels. The Group Representative may not continue to serve as
Group Representative if elected to a service position at District or Area
Service level.
ARTICLE VI - VOTING
Section 1. Business Meetings, Election and Special Meetings
A. Each subscribed member is entitled to one vote. This vote shall be
cast in person by the member.
B. Minimum required majority to pass motions or elect officers.
a. 75% affirmative vote of the entire subscribed membership of ASP is
required to alter the ASP Founding Statement & Policies in any way.
b. 2/3 majority affirmative vote of the members present in a Business
Meeting to pass any motion involving substantive changes to ASP.
c. Simple majority affirmative vote of the members present in a
Business Meeting to elect an officer to the ASP Steering Committee.
d. Simple majority affirmative vote of the members present in a
Business Meeting to pass a house keeping motion not involving substantive
changes to ASP.
C. The polling period for any vote shall be a minimum of 7 days.
D. No discussion or comments are allowed during any polling or voting
period.
Article VIII - ELECTIONS
Section 1. Number of Officers
A. The Officers/Directors of Steering Committee shall be the List
Administrator, Secretary, Greeter Chair, Treasurer, Group Representative and
up to two others.
B. The authorized number of directors of the corporation shall be no
less than three and no more than eight until changed by amendment of these
bylaws. The exact number shall be fixed within these limits by a resolution
adopted by the Officers/Directors.
Section 2. Election Process
A. The only requirement for membership in Al-Anon is that there be a
problem of alcoholism in a relative
B. or friend. The only requirement for voting members of ASP is
attendance in the Business Meeting when the voting is taking place. Members
of ASP must respond to a notice of a Business Meeting prior to the start of
the Business Meeting to be subscribed and attend that Business Meeting.
Attendance and participation in any given Business Meeting is independent of
attendance and participation in any other Business Meeting.
C. No member of Alcoholics Anonymous (AA) may serve as Group
Representative (GR) or any other position elected to the ASP Steering
Committee.
D. A simple majority of the members present in a Business Meeting is
required to elect a member to a service position.
E. The timing of the three-year cycle of Group Representative election
will be determined by the World Service Area in which ASP participates.
F. If an officer of the Steering Committee is unable to complete
his/her term:
a. If the List Administrator is unable to complete his/her term, then
the next Alternate List Administrator will serve the office of List
Administrator for a three-year term beginning at that time. The previous
office of that new List Administrator will then become vacant.
b. If an elected Officer other than List Administrator is unable to
complete his/her term, the Steering Committee may request a Founder to
perform the duties of the vacancy.
ARTICLE IX - DELEGATION OF RESPONSIBILITIES BY OFFICERS
Section 1. Creation
A. The ASP Officers and/or Steering Committee may, from time to time,
create committees or appoint Assistants or Coordinators who shall have
specific limited authority to deal with a particular function, event or
issue.
B. The appointing authority shall be responsible for the actions of any
appointed Assistants or Coordinators.
C. Said Assistants or Coordinators shall serve at the pleasure of the
appointing authority.
D. The Group Conscience of the Business Meeting shall determine whether
an Assistant or Coordinator position is a qualifying position for service on
the Steering Committee. This decision may be made in advance or
retroactively.
ARTICLE X - EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 1. Execution of Instruments
A. The members of ASP, except as provided in these Bylaws, may by
resolution or Group Consciences authorize any Officer or agent of ASP to
enter into any contract or execute and deliver any instrument in the name of
and on behalf of ASP, and such authority may be general or confined to
specific instances. Unless so authorized, no Officer, agent, or employee
shall have any power or authority to bind ASP by any contract or engagement
or to pledge its credit or to render it liable monetarily for any purpose or
in any amount.
Section 2. Checks and Notes
A. Except as otherwise specifically determined by resolution or by
Group Conscience of members, or as otherwise required by law, checks,
drafts, promissory notes, orders for the payment of money, and other signs
of indebtedness of ASP shall be signed by the Treasurer or one other
Officer.
Section 3. Deposits
A. All funds of ASP shall be deposited from time to time to the credit
of ASP in such banks, trust companies, or other depositories as the Officers
may select. ASP shall not act as a trustee of any trust, or shall funds be
used specifically for investment purposes with exception of savings and CD
accounts.
Section 4. Gifts
A. Officers may accept on behalf of ASP any contribution, gift,
bequest, or device for the charitable or public purposes of ASP.
Contributions are accepted only from Al-Anon Family Groups and Alateen
Groups, from recognized Al-Anon and Alateen activities, and from individual
Al-Anon/Alateen members, or in a bequest from the family of an individual
Al-Anon or Alateen member, shall be in accordance with the recommendation of
AFG, Inc.
ARTICLE XI - ASP RECORDS AND REPORTS
Section 1. Maintenance of ASP Records
A. ASP shall keep:
a. Records of all meetings of Officers and/or members in Business
Meeting, indicating the time and place of holding such meetings, whether
regular or special, how called, the notice given, and the names of Steering
Committee members present and the proceedings thereof.
b. The archives of the ASP Business Meetings are the official record of
ASP Business Meetings. There is no separate minutes of ASP Business
Meetings.
c. The Secretary shall maintain a record of all motions and Group
Consciences of the ASP Business Meeting on a web page designated for that
purpose. Said record shall contain the exact text of any motion or Group
Conscience, the date polling closed, the results in the form of whether the
motion passed or failed, the number of members present in the Business
Meeting at the time the polling started, the number of for, against, abstain
votes.
B. Adequate and correct books and records of account, including
accounts of its properties and business transactions and account of its
assets, liabilities, receipts, disbursements, gains and losses.
C. A copy of ASP's Articles of Incorporation and Bylaws as amended to
date, which shall be open to inspection by the members of ASP via posting on
the ASP website.
Section 2. Annual Report
A. The Officers shall cause an annual report to be published not later
than one hundred and twenty (120) days after the close of the fiscal year.
The annual report will be made available to the Officers, members of the ASP
Business Meeting. This report shall contain the following information in
appropriate detail:
a. Assets and liabilities of ASP as of the end of the fiscal year,
which is the calendar year beginning January 1st.
b. The principal changes in assets and liabilities during the fiscal
year.
c. The revenue or receipts of ASP for the fiscal year.
d. The expenses of disbursements of ASP during the fiscal year.
Section 3. Accounting Review Procedure
A. Treasurer
a. Make "Seventh Tradition" deposits at least bi-monthly, including all
checks and electronic donations received by end of bi-monthly period.
Bi-monthly period shall coincide with bi-monthly Business Meetings.
b. Prepare and print checking account "Bank Reconciliation" monthly.
c. Print "Cash Balance Report" monthly.
d. Print "Checking Account Register" monthly.
e. Email copies of monthly "Checking Account Register", "Cash Balance
Report" bank
f. statement(s) and checking account "Bank Reconciliation" to ASP
Steering Committee members.
g. Prepare a financial report for posting on the website in the
designated format.
B. Annual Audit by Committee
a. The Business Meeting may form an annual Audit Committee to consist
of two past Steering Committee members.
b. Treasurer to provide annual records to the Audit Committee within 21
days of request by the Audit Committee.
c. Audit Committee to complete their review within 30 days and file a
report with the Secretary with a copy to the Treasurer. Report to be
presented to the next Business Meeting in conjunction with the Treasurer's
report for that meeting.
d. The Audit Committee is responsible for reporting whether the
Treasurer and others on the Steering Committee are following procedures
outlined by any pertinent Group Consciences and designated practices.
ARTICLE XII - AMENDMENT OF BYLAWS
A. These Bylaws and Articles of Incorporation may be amended at any
time by a two-thirds vote of the ASP Steering Committee members present at
any regular or special meeting, provided a copy of the proposed amendment
has been submitted to each Officer serving on the Steering Committee at
least forty-five (45) days before the meeting at which a vote is scheduled
on the amendment.
B. Amendments to the Bylaws and Articles of Incorporation made by the
ASP Steering Committee must be reported to the next regular ASP Business
Meeting.
C. Amendments to the Bylaws and Articles of Incorporation may be either
legal or traditional. The Membership of ASP has the right to ratify, or not,
traditional amendments made to the Bylaws and Articles of Incorporation
D. In accordance with the Al-Anon Concepts of Service, in particular
Concepts 6, 7 and 8, ASP recognizes that the Officers have legal rights
while the rights of the Membership are traditional. As a result, it is
Membership of ASP recognizes the necessity of the Officers having the
authority to make necessary legal amendments to the Bylaws and Articles of
Incorporation for the purpose of legal compliance.
ARTICLE XIII - PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
No member, officer, employee, or other person connected with ASP, or any
private individual, shall receive at any time, any of the net earnings or
pecuniary profit from the operations of ASP, provided however, that this
provision shall not prevent payment to any such person or reasonable
compensation for services performed for ASP in effecting any of its public
or charitable purposes, provided that such compensation is otherwise
permitted by these Bylaws and is fixed by resolution of the Members; and no
such person or persons shall be entitled to share in the distribution of,
and shall not receive, any of ASP's assets on dissolution of ASP. All
members shall be deemed to have expressly consented and agreed that on such
dissolution or winding up of the affairs of ASP, whether voluntary or
involuntarily, the assets of ASP, after all debts have been satisfied, shall
be distributed as required by the Articles of Incorporation and not
otherwise.
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