By-Laws of Intergroup Association, Inc.
1.01 The principal purpose of Intergroup Association, Inc. (the “Association”) is stated in its Articles of Incorporation. More specifically, the purpose shall be:
1.02 To maintain a Central Service Office for cooperation with, but not as an affiliate of, the Alcoholics Anonymous groups in the Houston-Gulf Coast area of Texas and elsewhere;
1.03 The performance of any service necessary or desirable for the rehabilitation of alcoholics within the stated aims of the fellowship of Alcoholics Anonymous;
1.04 The Association office is to be a vehicle whereby Alcoholics Anonymous groups and individuals may “carry the message to sick alcoholics” within the framework of the Twelve Traditions of Alcoholics Anonymous. The office is to be run for the benefit of all area Alcoholics Anonymous groups and for all suffering alcoholics of the area; its object should be to transmit and refer requests for help to the members of the Alcoholics Anonymous groups closest to the address of the caller, thus providing the opportunity for members of such groups to do the Twelfth Step work so necessary for continued sobriety; and
1.05 The Association shall aid in establishing new groups and provide assistance for their growth; it shall also disseminate information and suggestions from the Alcoholics Anonymous General Service Office. These specific duties are not intended to limit the scope of the duties that may be required from time to time by the Board of Trustees.
MEMBERSHIP AND DELEGATES
2.01 The membership of the Association shall consist of each Alcoholics Anonymous group, or any future Alcoholics Anonymous group, located in the Houston-Gulf Coast area of Texas. Each Alcoholics Anonymous group shall elect to participate in the Association according to the dictates of its own membership. Each member group may elect two Delegates who shall each have voting privileges at Association meetings.
2.02 Delegates shall serve for a period determined by each group, subject to recall by the group said Delegates represent.
2.03 After three consecutive unexcused absences from the Delegates Meeting, the Executive Secretary may remove the inactive Delegate from the mailing list.
3.01 Commencing in February, Delegates’ Meetings shall be held every other month during the third week of such month. In December, the Delegates’ Meeting shall be held during the second week of the month. The regular meeting may be changed by a vote of the majority of the Delegates present at the preceding Delegate’s meeting and on written notice of the approved change to all Delegates.
3.02 A special meeting of the Delegates may be called by a majority of the trustees, or on written request of two-thirds of the Delegates.
3.03 Notice of all meetings shall be given to Delegates at least ten days prior to such meeting. Notice to the e-mail address provided by the Delegates shall constitute proper notification.
3.04 The Chairman of the Board of Trustees shall preside at all Association meetings; in the absence of the Chairman, the Vice-Chairman shall preside; in the absence of both of the above, the next succeeding officer shall preside.
3.05 Commencing in January, the Board of Trustees shall meet during the third week of every month except December as set forth in 3.01 above. The Board of Trustees will be in attendance at all Association meetings.
4.01 A quorum shall consist of Delegates present at the Delegates meeting.
4.02 A quorum shall consist of Trustees present at the Board of Trustees meeting.
ELECTION OF TRUSTEES
5.01 Delegates present at the October meeting who register prior to the beginning of this meeting shall elect the Trustees who are to serve in that capacity for the three-calendar-year period next ensuing, as hereinafter described. The candidates for Trustee shall be named by a Nominating Committee, as provided in 5.03 and 5.04 below, and shall, if possible, be equal in number to at least twice the number of places to be filled on the Board of Trustees. In addition, nominations for Trustee may be made from the floor by Delegates, provided such nominations are restricted to individuals who have agreed to serve if elected, and are otherwise qualified as stated in Section 6.01.
5.02 The voting for new Trustees shall be by roll call with secret ballot.
5.03 A nominating committee of two Delegates, and one outgoing Trustee, shall be elected at the October meeting to serve for a period of one year, their term to commence on January 1st next ensuing their election.
5.04 It shall be the duty of the nominating committee to bring before the Delegates as many qualified persons as are needed for the Ballot and are willing to serve as Trustees and/or Officers if elected.
5.05 The Board of Trustees shall consist of twelve members. The term of four Trustees will expire each December. At the October Delegates meeting four Trustees shall be elected as provided above. The term of office of all Trustees shall be for three years and shall commence January 1st next ensuing their election.
5.06 At the November Board of Trustees meeting, the then Trustees and the Trustees-elect shall elect a Chairman, a Vice-Chairman, a Secretary and a Treasurer, the Association’s Officers will comprise the Executive Committee.
5.07 Trustees may be removed by a majority vote of the Delegates, provided that a motion to remove was brought at the preceding Delegates’ meeting and on written notice to all Delegates of the motion.
5.08 No Trustee may be elected for two consecutive terms, but may again be elected to serve as Trustee three years after expiration of the previous term of office.
5.09 Any Trustee who is elected to fill an unexpired term shall complete said term and shall be eligible for re-election after the end of the unexpired term.
QUALIFICATIONS OF TRUSTEES
6.01 Any person nominated as Trustee or Nominating Committee member must have at least two years of continuous sobriety as a member of Alcoholics Anonymous, and shall maintain his or her sobriety while in service as a Trustee or Nominating Committee member. Any Trustee or Nominating Committee member who regresses to drinking or any Trustee who is absent from three consecutive meetings of the Board of Trustees, or fails in the opinion of two-thirds of the Trustees to otherwise function in the manner prescribed herein, shall automatically forfeit his or her position of Trustee. A new Trustee or Nominating Committee member shall be elected to fill the unexpired terms of a vacancy so created at next bimonthly or called Delegates’ Meeting. The election procedure for any such vacated office shall be the same as in Article Five.
6.02 Delegates may elect persons outside Alcoholics Anonymous or Alcoholic Anonymous members to serve as advisory Trustees of the Board of Trustees, such advisory Trustees to be limited to three in number at any one time. The length of service may be determined by majority vote of the Board of Trustees.
DUTIES OF TRUSTEES AND OFFICERS
7.01 Each person elected as a Trustee shall faithfully and honorably discharge his or her responsibility as an officer of trust, bearing in mind at all times that his or her actions are for the benefit of all Alcoholics Anonymous groups, and that principles should always come before personalities.
7.02 Each Officer of the Board of Trustees shall perform such duties as may be specified from time to time by the Delegates or the Executive Committee.
7.03 The Chairman of the Board of Trustees shall be an ex-officio member of all committees formed.
7.04 The four Officers named in Article Five (5.06) above shall be the Executive Committee, which shall be responsible for all activities of the Association. A majority of the Board of Trustees or the Delegates through formal resolutions may give special instructions to the Executive Committee.
7.05 To maintain proper office procedure, the Board of Trustees may contract for the service of a paid Executive Secretary and for such additional paid employees as necessary (all within the framework of Tradition Eight of Alcoholics Anonymous). The Executive Secretary shall be approved by a majority vote of the Board of Trustees for an initial contract term not to exceed one year. At the end of such term, the Executive Secretary’s contract may be renewed by a majority vote of the Board of Trustees for additional terms not to exceed three years each. The Executive Secretary and paid employees shall be wholly under the direction of the Executive Committee of the Board of Trustees.
7.06 Periodic financial reports shall be tendered at least annually to the Delegates of the Member groups by mail or in person. If these reports are not challenged within thirty days from the date thereof; it shall be considered by the Board of Trustees that the report has been approved and accepted by the Member groups.
7.07 Audits of the financial statements of the Association, shall be conducted every three years and the results of such audits shall be provided to the Delegates by e-mail or in person.
7.08 Each member of the Board of Trustees shall have voting privileges at Association meetings except for the election of new Trustees.
8.01 Committees of the Association shall consist of any committees appointed by the Chairman of the Board of Trustees.
8.02 Any committee can be dissolved or disbanded by the Executive Committee subject to the approval of a majority of the Board of Trustees. Henceforth, a new committee and chairperson may be appointed by the Chairman of the Board of Trustees.
9.01 The financing of all administrative activities of the Association shall be by authorized fund-raising activities and/or given by Member groups and Alcoholics Anonymous Members in the form of pledges, gifts, and/or contributions as recommended in the General Service Guidelines. Reports shall be given to participating groups at least quarterly.
9.02 As recommended by the 1977 General Service Conference, a prudent reserve shall be maintained by the Board of Trustees by an allocation of the Association’s equity to a separate account as a component of equity. The Board of Trustees shall exercise its best efforts to maintain the prudent reserve at no less than six (6) months and no more than twelve (12) months of prior year operating expenses. The amount of the prudent reserve shall be reported in periodic financial reports.
CHANGES, AMENDMENTS, RATIFICATION AND REPEAL
10.01 These By-Laws or any amendment, change or repeal thereof must be ratified by a vote of two-thirds of Delegates present at a meeting of the Delegates; provided the proposed change, of whatever character, has been submitted in writing at a previous regular Delegates’ meeting or any special Delegates’ meeting.
10.02 Copies of all By-Laws or amendment thereto shall be made available to those Delegates present at the meeting where the written proposal is made and shall be mailed to those Delegates not present at least fifteen days prior to the meeting at which the action on the By-Laws or amendment is to be taken.