FELLOWSHIP OF PALATINE, INC.
‘THE PALATINE CLUB’
Article I NAME AND PURPOSE
Section 1.01 This corporation is formally known as Fellowship of Palatine, Inc., and is commonly referred to as the Palatine Club, and hereinafter called ‘the Club’.
Section 1.02 The corporation’s legal name is “FELLOWSHIP OF PALATINE, INC.”. The sole purpose of the Club is to maintain premises, furnishings, fixtures, literature, beverage and food facilities and supplies for the holding of meetings of Alcoholics Anonymous and its family service groups, such as Alanon, Alateen, and other twelve-step groups; and to maintain a safe and non-threatening environment for recovery.
Article II BOARD OF DIRECTORS
Section 2.01 The financial affairs of the Club, including leasing and other contractual arrangements, purchases of materials, supplies, literature, furnishings, fixtures, utilities, service charges, salaries and/or fees of hired personnel, shall be the sole purview of the Board of Directors. Any member meeting the qualifications set out in Section 2.02 of this Article II shall be eligible for the election to the Board of Directors. Among other duties, the Board shall:
(a) Elect three Directors to serve as officers of the corporation, as follows: President, Vice-President/Recording Secretary, and Treasurer who shall serve at the pleasure of the Board.
(b) Collect, deposit, maintain a prudent reserve fund, which is defined as the amount required to pay Palatine Club expenses for six months, based upon the highest amount of monthly rent in the then current lease, plus the average of all other expenses over the previous twelve months; from donations at the meetings of the Club, and from any other contributions and proceeds from the sale of books or other items presented for sale from time to time.
(c) Authorize as signatories the President, Vice-President and Treasurer for checking accounts, savings accounts, and other financial accounts; and otherwise supervise and control the disposition of Club funds. The Board shall have sole authority for the disposition of the Club’s funds.
(d) The Board may appoint bookkeepers and auditors. The Board may require any persons handling the funds of the Club to give bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the directors may deem.
(e) Authorize disbursement of funds for rent, utilities, insurance, purchases, expenditures, investments, contracts, leases and for gifts and contributions to the organization of Alcoholics Anonymous as hereafter set out, and generally supervise the business affairs of the Club.
(f) Review individual donations in excess of One Thousand ($1,000.00) Dollars and may, in the Board’s discretion, accept or decline same. All donations from outside the membership of the Palatine Club shall be declined.
(g) Upon termination of the Club and dissolution of the corporation, any assets, including cash, bank deposits, savings accounts, and all other personal property left remaining after payment of all bills and/or other recognized indebtedness are settled, or other liabilities of the Club, shall be disposed of as directed by the general membership of the Club at its final meeting.
Section 2.02 Qualifications for election or appointment as a Director are:
(a) At the time of election or appointment, three years continuous sobriety in AA;
(b) At the time of election or appointment, active membership in the Palatine Club for at least one year; and,
(c) Have been a meeting secretary for at least six months at the Palatine Club.
Section 2.03 Resignation or removal.
A Director may resign at any time by written or verbal notice to the Board. A Director may be removed from office by action of the Board for cause, including, but not limited to, the following: relapse, incapacity to serve as a Director, four absences from regular Board meetings within a twelve month period. The Board shall promptly, and in any event within 60 days, appoint a Palatine Club member, qualified as set forth in Section 2.02, to serve the remaining term of the vacancy so created. Attendant to such appointment, the Board shall assign an office or committee chair to its appointee. Any other office(s) and or committee chair(s) may be reassigned by the Board to accommodate same.
Section 2.04 Upon resignation or removal of an officer or Director, he/she shall forthwith return to the Board any and all Club records in his/her possession.
Section 2.05 The Board of Directors shall consist of no less than six members at all times. In extreme circumstances, where no qualified person is available, the board may, but only by unanimous vote of the remaining Directors, waive qualification ‘b’ in section 2.02 above, to fill a vacancy on the board.
Section 2.06 The Board shall meet regularly, and without additional Notice, on the second Tuesday of each month at 6:30 p.m. at the Club’s premises; or, upon Notice, at such other day, time and/or place during each month as the Board may designate. Such Notice may be by Board action at its previous, regular monthly meeting In addition, the President, or the Board, may call Special Meetings upon Notice, which Notice shall include the purpose of the Special Meeting and the proposed agenda.
(a) A quorum for action by the Board of Directors shall be a majority of the Directorships, not counting any vacancies.
(b) The board shall adopt a set of generally accepted rules of order for conducting meetings.
(c) Any member of the Club may attend the Board meetings, except the Executive Session portion of the meeting, and active participation shall be limited to the open portion of the meeting.
Section 2.07 No Director or club member or former member may act on behalf of the club without prior written consent from the Board, except that, in the event of emergency, meaning imminent danger to life or limb, or to the premises, up to Three Hundred ($300.00) Dollars may in expenditure may be approved by action of two Directors.
Section 2.08 No Director or club member or former member may use the name of the Club for any event without prior written consent from the board.
Article III DUTIES AND RESPONSIBILITIES OF THE OFFICERS
Section 3.01 The President shall:
(a) be administrative head of the Board
(b) conducting the monthly Board meetings
(c) guide and support the committee functions
(d) plan the annual calendar for the Club’s operations and events.
(e) propose an agenda for Board meetings
(f) reports Club activities monthly to the Board.
(g) report to the membership at its annual meeting.
Section 3.02 The Vice-President/Recording Secretary shall:
(a) assume the duties of President when the President is absent, and/or when the office of President is vacant.
(b) maintain accurate minutes of each Board meeting and be responsible for the records of the Club.
(c) prepare each Board meeting agenda in collaboration with the President’s proposal.
(d) maintain the attendance records of the Directors.
(e) maintain written correspondence deemed necessary by the Board.
(f) post conspicuous Notice of the annual membership meeting at least 20 days prior thereto
(g) prepares the annual meeting agenda in collaboration with the President’s proposal
Sector 3.03 The Treasurer shall:
(a) maintain the financial records of the Club
(b) supervise any employed personnel
(c) validate all financial records, including the monthly checking accounts reconciliation
(d) propose payment of expenses items monthly to the Board at its regular meeting
(e) report prior month’s payments to the Board at its regular meeting
(f) provide cumulative, year to date income/expense reports to the Board at each regular meeting
(g) prepare an annual budget
(h) report the Club’s financial status at the annual membership meeting.
Article IV SECRETARIES
Section 4.01 A Director not serving as an officer shall serve as the Secretary of Secretaries as assigned by action of the Board. The Secretary of Secretaries shall:
(a) conduct bi-monthly meetings of secretaries
(b) maintain accurate records of the meeting secretaries and keys to the literature cabinet
(c) distribute keys to secretaries
(d) promote compliance with the Secretary Guidelines amongst meeting secretaries
(e) maintain the secretary binders
(f) report to the membership at its annual meeting.
Article V OTHER COMMITTEES:
Section 5.01 Directors not serving as officers, shall serve as Chairpersons of the Member Communications, Events , Maintenance, Literature or Supplies committees as assigned by action of the Board. The Board may create additional Special Committees, and assign Directors to such committees
Section 5.02 No expenditure by any committee chairs or committees may be made without Board approval.
Section 5.03 The Events Committee shall:
(a) plan Club events
(b) purchase materials and supplies for Club events
(c) report expenditures to the board, showing expenditures for approved club event
(d) report to the membership at the annual meeting
Section 5.04 The Maintenance Committee shall:
(a) supervise the operations of the facility, including, but not limited to, cleaning, security, repairs, and keys, as the board assigns
(b) prepare and update a maintenance schedule for equipment and fixtures
(c) perform routine maintenance and repairs and/or recruit members to assist.
(d) propose cost effective outside sources for maintenance and repairs as approved by the Board
(e) report to the membership at the annual meeting.
Section 5.05 The Literature Committee shall:
(a) order and maintain literature and coins, and an inventory of same
(b) report to the membership at the annual meeting.
Section 5.06 The Supplies Committee shall:
(a) order and maintain cleaning supplies and paper goods, and an inventory of same
(b) coordinate with the Events Committee for special events.
(c) propose cost effective sources for supplies.
(d) report to the membership at the annual meeting.
Article VI GROUPS AND GROUP SECRETARIES
Section 6.01 Each group, to the extent consistent with the unity of the Club and AA as a whole, shall be autonomous in the conduct of its meetings and selection of its secretary subject to the remaining sections of this Article. Each regularly scheduled weekly meeting at the Club may be considered as a group for the purposes of these bylaws and the selection of a group secretary. Each such group may also determine whether it shall also be a group for the purposes of selection of a general service representative (GSR) to the AA district or registration with Alcoholics Anonymous. Those not wishing to so organize may be considered collectively as The Palatine Group and may join together for the purposes of selection of a GSR (and other representatives, such as a Grapevine Representative) and registration with the AA General Service Office, New York.
Section 6.02 Contributions at each group meeting shall be turned over to the general revenue of the Club except that each organized group may have special revenue producing projects, in which event funds received from such special projects may be retained by the group and disposed of in any manner decided by the group involved, so long as such projects do not detract from the group’s financial support of the Club.
Section 6.03 Qualifications for Secretaries. Secretaries shall:
(a) have at least six months continuous sobriety and membership in the Club.
(b) be a regular member of the meeting for which they are secretary
(c) be familiar with the secretary guidelines as determined by the secretary of secretaries
(d) seek a replacement from the meeting of which they are secretary, familiarize such replacement with the secretary guidelines, turn over the literature key to such replacement, and notify the Secretary of Secretaries of the change.
Section 6.04 Each group will be responsible for discipline at its meetings, including action to enforce the Code of Conduct.
Section 6.05 The group secretary will attend the bi-monthly meeting of the secretaries, and any and all special meetings called by the secretary of secretaries.
Article VII. GENERAL MEMBERSHIP
Section 7.01 Membership in the Club shall consist of those individuals expressing a desire for membership in the Club by regular attendance at AA meetings held in the Club.
Section 7.02 Club members may have their membership suspended for violations of the Club’s Code of Conduct.
Section 7.03 No dues or fees shall be assessed for membership without approval of the general membership; nor shall it be necessary that a membership list or roster be maintained.
Article XIII ANNUAL MEMBERSHIP MEETING
Section 8.01 The initial meeting of the membership shall be Noticed and held on or about the 3rd Sunday of February first occurring after adoption hereof; for the purpose of ratification of these bylaws, election of three directors, and any other matters placed on the agenda by the Board; and meetings of the membership shall be Noticed and held on or about the 3rd Sunday of February each year thereafter. Special Meetings may be called and Noticed at other times by the Board.
Section 8.02 There are presently nine directors, each of whom shall be assigned, by action of the Board, to one of three classes:
Three Class A Directors, who shall serve terms expiring at the date of the initial annual meeting of the membership.
Three Class B Directors, who shall serve terms expiring at the date of the second annual meeting of the membership.
Three Class C Directors, who shall serve terms expiring at the date of the third annual meeting of the membership.
The term of each Director so elected at an annual meeting of the membership shall be three years.
Section 8.03 A Director who has been elected to a full three-year term may be re-elected to no more than one additional term of three years. Present Directors and those selected to fill unexpired terms may be elected to no more than two subsequent terms of three years each.
Section 8.04 A quorum for the annual meeting shall consist of all the club members present at the annual meeting.
Section 8.05 Notice to the Membership
(a) The Recording Secretary shall notify the membership of the annual meeting no less than 30 days prior thereto the annual meeting, which Notice shall include:
1) Date, time and location of the meeting.
2) Number of Directorships to be elected.
3) Qualifications for such position.
4) Any proposed revisions to the bylaws, including a copy of same.
5) The proposed agenda.
Section 8.06 Ratification and any subsequent revision of these bylaws require a two-thirds vote by the members present.
Article IX ELECTION OF OFFICERS
Immediately following the annual meeting the Board of Directors shall meet to elect officers and appoint chairpersons for committees.
Article X SPECIAL MEETINGS OR EVENTS
The suggestion, planning and execution of any special meetings, events or projects may originate from the secretaries or from the Board or such committees as they may select, subject however to the final approval of the Board of Directors.
Article XI RELATIONSHIP WITH AA AS A WHOLE
Section 11.01 In keeping with the AA traditions, each group shall, consistent with the unity of the club, be autonomous and work within the AA structure and central organization.
Section 11.02 As mentioned in Article III, Section 01, above, each group may select its own general service representative (GSR) to the AA district and register with the AA general service Office; Any and all other groups may join together for the purpose of selection of representatives and registration with the GSO as The Palatine Group.
Section 11.03 Each group may take up special collections or have special revenue projects for the distribution of revenue funds to the support of the AA district, the Chicago metropolitan office, the Northern Illinois Area, or the AA central office in New York City, so long as such projects do not detract from the group’s financial support of the Club; alternatively, the groups through their secretaries may recommend to the Board of Directors, donation of a portion of its general revenue funds for the support of such AA agencies and to make such donations in a manner consistent with the policies, traditions and guidelines of the Alcoholics Anonymous organization. Any such donations shall be subject to Board approval, and shall not jeopardize the solvency of the Club.
ADOPTED by the Board of Directors of the Fellowship of Palatine, Inc. on this the
10th day of January, 2017.