BYLAWS of Asheville 12 Step Recovery Club, Inc.
Vision: The Asheville12 Step Recovery Club, Inc. is an organization created in order to provide a place that is safe and welcoming to groups and persons wanting to engage in activities related to 12 step recovery meetings and fellowships.
Mission: The Asheville 12 Step Recovery Club, Inc. offers meetings and fellowship for people in 12 step recovery groups. It offers fellowship to people interested in having more opportunities with others in recovery.
Guiding Principles: Recovery, Service, and Unity
Article I – Name of the Corporation
The name of the non-profit organization is Asheville 12 Step Recovery Club, Incorporated (hereinafter referred to as the Club/Clubhouse).
Article II – Purpose
Section 1 – Primary Purpose
The primary purpose for the formation of this club is to provide a safe space for all 12 step recovery meetings and fellowships as well as recreational uses in a manner that stimulates and assists people in their recovery.
Section 2 – General Purpose
(a) To have and exercise all the powers conferred by the North Carolina Nonprofit Corporation Act as now in effect, or as may at any time hereafter, is amended.
(b) To act as principal, agent, joint venture, partner, or in any other capacity which may be authorized or approved by the Board of Directors of the Club.
(c) To transact business in the state of North Carolina, or in any other jurisdiction in the United States of America, or elsewhere in the world.
(d) To engage in businesses or transactions which the Board of Directors may authorize, not otherwise prohibited by the North Carolina Nonprofit Corporation Act.
Article III – Board of Directors
Section 1 – Number, Tenure, Qualifications, Board Membership & Dismissal
The Board of Directors shall consist of at least 5 members: President, Vice President, Secretary, Treasurer and the remaining seat(s) at large. Two years of continuous sobriety is a requirement to serve on this Board. The Board of Directors elect or renew positions every two years. Having three consecutive unexcused absences from regular meetings will be grounds for removal from the Board.
Nominations for the Board may be submitted to any current board member in writing to be reviewed at the following board meeting. Applicants would include anyone involved in 12 step recovery or relevant professionals in our community. The approval and acceptance of the nomination will be contingent upon needs of the clubhouse and the person’s expertise they bring to support the ongoing success of the clubhouse as well as an acknowledgment that she/he is willing to break his/her anonymity insofar as the operation of the club is concerned. New Board members must be voted into membership by a current Board membership quorum. A quorum is defined as at least 51% of the Board membership. Board members may be voted off of the Board my Board membership quorum.
Section 2 – Duties of Officers
- President – The person will preside at all meetings of the Board members. The person will be responsible for appointing chairpersons and members to committees, standing or ad-hoc. The person will act as Executive Officer of the Club and perform duties pertinent to the office or that assigned by the Board.
- Vice President – The person shall serve in place of the President upon absence. The person shall perform duties assigned by the Board or President of the Board.
- Secretary – The person will maintain minutes of all Board and meetings, maintain club records and see that all notices are sent in a timely manner and to all members of record. This position may be performed by any of the officers.
- Treasurer – The person will have charge and custody of and be responsible for all funds and properties of the club. The person shall oversee income and dispersal of any club funds. In general the person will perform all duties incident to the office of treasurer and any duties assigned by the Board or the President of the Board. The Treasurer will submit a financial report at monthly Board meetings.
- Volunteer Coordinator (sub committee)– Shall oversee and coordinate volunteer scheduling for club management and special events.
- Finance Subcommittee of the Board – At least one additional member of the Board of Directors (besides the Treasurer) will serve as the Finance Subcommittee of the Board. The person will be responsible for reviewing and reconciling financial statements at least quarterly, ensuring accuracy and oversight of financial transactions. At least one member in addition to the treasurer will be granted authority and access to make financial transactions on behalf of the Club as necessary.
Section 3 – Vacancies
In the event of a vacancy on the Board, an appointment will be made by the Board to fulfill the unexpired position.
Section 4 – Compensation
The Board of Directors will receive no compensation for their services as Board members.
Section 5 – Meetings
(a) The Board of Directors will meet monthly (in person or virutal) at a date, time, and place designated by the Board.
(b) Emergency meetings may be called by any board member. A minimum of 24 hour notice is required.
(c) Decisions will be made by simple majority.
(d) A quorum is required for conducting official business. A quorum is defined as at least 51% of the Board membership.
Section 6 – Powers of the Board
(a) The Board shall manage and control the operations of the Club, its funds and its property. Payment of expenditures will be made by check signed by the Treasurer or President of the Board of Directors.
(b) The Board shall have the power to approve any committee appointment made by the Chairperson. The Board shall supervise the activities of all committees.
(c) The Board shall have the power to employ and discharge any and all employees whenever the occasion therefore shall arise and shall prescribe their duties and fix their compensation.
(d) The Board may delegate investigative and advisory powers to any committee and may assign powers requiring action after a majority decision by the Board.
(e) The Board shall designate the depository of club funds, and may, by resolution, make such provisions for special building, contingency and other funds as may appear necessary or advisable.
(f) The Board may amend bylaws via majority vote at any time. The Board, subject to these bylaws may propose, enact, and amend club rules.
(g) These powers of the elected Board will be enforced only after a majority vote of the Board at a regular or special meeting. Temporary action may be taken without a vote in an emergency, but must be brought before an emergency Board meeting for a permanent decision.
Section 7 – Appeals
Any group holding a meeting at Asheville 12 Step Recovery Club, Inc. shall have the right to appeal any decision made by the Board of Directors. Appeals are initiated by notifying the Board in writing.
Article IV – Meetings
Section 1 – Quarterly Meetings for Club Attendees
Three times per year a board meeting will be held for club attendees in order to conduct any transactions of business deemed necessary by the Board.
Section 2 – Special Meeting
Any person on the Board of Directors may call special meetings.
Section 3 – Location and Notice
The location will either be at the club or a location designated by the Board of Directors.
Article V – Committees
Ad-hoc committees may be formed at the discretion of the Board.
Article VI – Rules of Order
The rules of order contained in Robert’s Rules of Order shall govern procedures of meetings in all cases in which they are applicable and consistent with the rules of order of the Club.
Article VII – Indemnification of Officers and Directors Against Liabilities and Expenses in Actions
The Club shall indemnify any person who was or is a party to 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 or she is or was an officer of the Club or is or was serving at the request of the Board as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with said action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Club, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that with respect to an action by or in the right of the Club, 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 or his or her duties to the Club, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Such indemnification shall be made to the full extent permitted by North Carolina law. Liability insurance will be maintained by the members for the Board of Directors at all times.
Article VIII – Avoidance of Controversial Issues
Section1 – Politics
The Club shall not endorse or recommend any candidates for public office or any political issue, and shall not discuss at any meeting the merits or demerits of any such candidate or political issue.
Section 2 – Religion
The Club shall not endorse or recommend any form of religion and shall not discuss at any meeting the merits or demerits of any form of religion.
Section 3 – Non-Solicitation
The Club shall not endorse or permit the solicitation on Club premises of funds for charitable or other purposes, including raffles, lotteries, drawings or sale of tickets, for any purpose not directly connected with and beneficial to the Club.
Article IX – Amendments
These bylaws may be amended at any membership meeting, either regular or special, by two-thirds vote of all members present, provided any such proposed amendment has been endorsed by the Board of Directors. Any such proposed amendment shall have been included with the notice of the membership meeting at which such votes take place. All amendments to these bylaws are subject to the Articles of Incorporation.
Article X – Conflict of Interest
See Addendum A for conflict of interest policy.