Election Procedures
Positions
- DUTIES OF CHAIRPERSON
- DUTIES OF VICE_CHAIRPERSON
- DUTTIES OF SECRETARY
- DUTIES OF TREASURER
- TELEPHONE ANSWERING COORDINATOR
- LITERATURE COORDINATOR
- EDITOR, NEWSLETTER
- WEBMASTER
- COMMITTEES AND OTHER OFFICERS
- EMPLOYEES
- BOARD OF DIRECTORS
Procedures
- VACANCIES BOARD OF DIRECTORS
- QUORUM AND MEETINGS, BOARD OF DIRECTORS
- ERRORS IN NOTICE, BOARD OF DIRECTORS
- VOTING, BOARD OF DIRECTORS
- POWERS OF DIRECTORS
- RENUMERATION OF DIRECTORS
- INDEMNITY OF DIRECTORS OR OFFICERS
- HEAD OFFICE
- SEAL
- EXECUTION OF DOCUMENTS
- BOOKS AND RECORDS
- FINANCE
- MONTHLY MEETINGS OF MEMBERS
- ANNUAL MEETINGS MEMBERS
- QUORUM OF MEMBERS
- VOTING OF MEMBERS
Financial
A By-law relating generally to the transaction of the
affairs of
OTTAWA AREA INTERGROUP OF ALCOHOLICS ANONYMOUS
(hereinafter referred to as "Intergroup")As Presented on March
10, 2003.
WHEREAS since incorporation, the membership of Intergroup has been operating
in
accordance with the operating procedures adopted by the previously unincorporated
Ottawa Area Intergroup;
AND WHEREAS Intergroup wishes to present to its members the by-laws to comply with the Ontario Corporations Act, incorporating the existing operating procedures;
BE IT ENACTED as a by-law of the Ottawa Area Intergroup of Alcoholics
Anonymous
(hereinafter referred to as "Intergroup") as follows:
AIMS
ARTICLE 1:00
1:01 Intergroup is a service committee established pursuant
to the Ninth Tradition of Alcoholics Anonymous to operate on behalf of
the participating individual groups of Alcoholics Anonymous in the Ottawa
area in accordance with the Twelve Traditions and Twelve Concepts of Alcoholics
Anonymous. It exists to aid the groups in their common purpose of carrying
the A.A. message to the alcoholic who still suffers.
2:01 Intergroup is responsible for the establishment and administration of the Intergroup Office including maintaining a telephone answering service, a telephone listing in the Ottawa-Hull telephone directory and a postal address, publishing a meeting list and a Newsletter and assisting and advising in the formation of new groups or meetings.
Intergroup is also responsible for putting on the Eastern Ontario Conference of Alcoholics Anonymous, known as the Ottawa Fall Conference and the Spring Conference, known as the Springathon, as well as assigning the running of a Sunday morning open meeting to individual groups.
Intergroup will also carry out such other functions as may be required
to support the
groups and meetings of Alcoholics Anonymous in the Ottawa area.
3:01 The membership of Intergroup will consist of one representative elected by and from each group of Alcoholics Anonymous in the Ottawa Area which chooses to participate in the operations of Intergroup and of director members who may vote at meetings of directors but not at regular meetings of members of Intergroup.
3:02 A group of Alcoholics Anonymous may signify its intention to join Intergroup by registering with the Secretary of Intergroup the following information:
- group name
- location of group meeting
- type of meeting whether open or closed
- day and time of group meeting
- name, mailing address and telephone of group representative and the alternate group representative
OFFICERS OF INTERGROUP
ARTICLE 4:00
4.1 The Officers of Intergroup will be:
- Chairperson
- Vice-Chairperson
- Secretary
- Treasurer
- Telephone Answering Coordinator
- Literature Coordinator
- Webmaster
- Newsletter Editor
- Fall Conference Chairperson
- Springathon Chairperson.
4.3 The members of Intergroup will elect a Vice-chairperson, Secretary, Treasurer, Telephone Answering Coordinator, Webmaster, Newsletter Editor, Fall Conference Vice-Chairperson and a Springathon Vice-Chairperson. The members may also elect such other officers as they wish to elect from time to time.
4.4 All Officers and Directors of Intergroup must have at least two years of sobriety and be members of an individual group of Alcoholics Anonymous, which is registered with Intergroup. Upon election, an officer or director will cease being the group representative or alternate group representative for any individual group of Alcoholics Anonymous.
4.5 Each term of office will be for a period of one (1) year. The Chairperson
will not be elected but rather will be acclaimed after having served a term
as Vice-Chairperson. Except in extraordinary circumstances, a Chairperson may
not
stand for election to any office for at least twenty-four (24) months
after the
expiration of a term of office as Chairperson. Except in extraordinary
circumstances, the Secretary and the Treasurer may not serve more than
two
consecutive terms of office in either position. Should any officer be
unwilling
or unable to act, a replacement officer may be elected or acclaimed at
its next
regular monthly meeting of the members of Intergroup.
NOMINATING COMMITTEE
ARTICLE 5:00
5:01 At the regular September meeting, the members of Intergroup
will appoint a
Nominating Committee which will present to the regular November meeting
of members a
list of candidates, preferably a minimum of two (2) for each position,
willing to
stand for election for all offices set forth in this by-law, except the
Chairperson,
and such other offices as Intergroup may determine are necessary. All
persons
nominated must consent in writing to stand for election or signify their
consent by
so stating in person at the regular November meeting of members. Nominations
will be
accepted from the floor at the November or December meeting when the election
is to
be held, provided the nominee has agreed to stand for election in writing
or in
person at these meetings.
6.01 The election of officers and directors by secret ballot
will be held at the
regular December meeting of members of Intergroup. The persons elected
will assume
office effective the first day following the regular January Intergroup
meeting.
7.01 Voting for officers and directors will be conducted in accordance
with the
"Third Legacy" procedure outlined in the A.A. current Service
Manual for the election
of "trusted servants" which requires that all elections must
be decided by a
two-thirds (2/3) majority vote. In the event that a two-thirds (2/3) majority
cannot
be achieved after a series of ballots, final selection is made by lot
from
among the finalists.
DUTIES OF CHAIRPERSON
ARTICLE 8:00
8:01 When present, the Chairperson will preside at all regular or special meetings of the members of Intergroup and of the board of directors. The Chairperson shall review the bank statements, bank reconciliation and related documents each month. The Chairperson will also be charged with the general management, supervision and coordination of the affairs and operations of Intergroup between meetings including the supervision of all employees and daytime volunteers who will report to the Chairperson. The Chairperson will be an ex officio member of all committees of Intergroup and with the Secretary or other officer appointed by the board of directors for the purpose will sign all by-laws and other documents requiring execution on behalf of Intergroup.
DUTIES OF VICE_CHAIRPERSON
ARTICLE 9:00
9:01 During the absence or inability of the Chairperson, his/her duties
may be
carried out by the Vice-Chairperson or such other director as the board
of directors
may from time to time appoint for the purpose. The Vice-Chairperson will
also
perform such duties as may be delegated to him/her by the Chairperson.
The
Vice-Chairperson will be responsible for arranging to have an audit conducted,
and
audited financial statements prepared for the fiscal year ended immediately
before
the Vice-Chairperson becomes acclaimed as and takes on the duties of Chairperson.
The report of the auditor will be presented within six (6) months of the
fiscal yearend.
DUTIES OF SECRETARY
ARTICLE 10:00
10:01 The Secretary will attend all meetings of members and the board of directors and will keep an accurate record of facts and minutes of all meetings, as well as the names of all members attending the meetings. As soon as possible after each meeting of members, the secretary will mail a copy of the minutes to each group representative or alternate representative of individual groups of Alcoholics Anonymous. As soon as possible after each meeting of the board of directors, the Secretary will mail a copy of the minutes to each director member. The Secretary will maintain an up-to-date list of all participating groups of Alcoholics Anonymous, together with the names, addresses and telephone numbers of the group representatives their alternates and the director members. The Secretary will table correspondence received by Intergroup since the previous meeting, report on action taken and, when appropriate, seek the guidance and direction of Intergroup on the preparation of appropriate responses to such correspondence. The Secretary will give all notices required to be given to members and to directors and will be the custodian of the seal of Intergroup and of all books, papers, records, correspondence, contracts and other documents belonging to Intergroup which will be kept at the Intergroup offices and may be produced only when authorized by a resolution of the members or the board of directors.
10:02 The Secretary will also be responsible for maintaining and updating
the lists of motions of continuing effect for the regular Intergroup meeting
and also the
executive meeting.
DUTIES OF TREASURER
ARTICLE 11:00
11:01 The Treasurer will keep full and accurate accounts of all receipts and disbursements of Intergroup in proper books of account and will prepare financial statements in accordance with generally accepted accounting principles and the provisions of the Handbook of the Canadian Institute of Chartered Accountants. The Treasurer will deposit all moneys or other valuable effects in the name and to the credit of Intergroup in such bank or banks as may from time to time be designated by the board of directors.
The Treasurer will be responsible for establishing proper bank accounts
and arranging for suitable signing authorities requiring all cheques to
be issued in the name of Intergroup and signed by the Treasurer together
with the Secretary or the Chairperson or Vice-Chairperson. The Treasurer
will disburse the funds of Intergroup under the direction of the board
of directors, taking proper vouchers therefor and will provide to Intergroup
for approval at its monthly meetings a financial statement for the previous
month's operations and whenever required of him/her, an account of the
transactions and financial position of Intergroup. The Treasurer will
also act as a financial advisor to all committees and will perform such
other duties as may from time to time be determined by Intergroup or the
board of directors.
DUTIES OF THE TELEPHONE ANSWERING
ARTICLE 12:00
12:01 The Telephone Answering Coordinator will co-ordinate group and individual
responsibility for the maintenance of a telephone answering service on
behalf of
Intergroup which will operate twenty four (24) hours each day and respond
to all
"Twelve Step" calls for assistance and produce a monthly schedule.
LITERATURE COORDINATOR
ARTICLE 13:00
13:01 The Literature Coordinator will regularly update and publish a directory of groups and meetings of Alcoholics Anonymous held in Ottawa and the surrounding area.
13:02 The Literature Coordinator will also take inventory of all literature not less than annually and maintain literature stock.
13:03 The Literature Coordinator will co-ordinate the Tape Lending Library.
EDITOR, NEWSLETTER
ARTICLE 14:00
14:01: The Editor, Newsletter will prepare and publish the Intergroup
Newsletter as
often as Intergroup may determine necessary.
15:01: The Webmaster will prepare and publish the Intergroup web page
and will coordinate
on-line ATwelve Step@ calls.
COMMITTEES AND OTHER OFFICERS
ARTICLE 16:00
16.01 The duties of all other officers of Intergroup will be as set out
by
Intergroup or as requested by the board of directors. Intergroup may establish
such
committees as it deems necessary. All officers and Committee Chairs of
Intergroup
must have at least two(2) years of sobriety and be members of an individual
group of
Alcoholics Anonymous which is registered with Intergroup.
17:01 The board of directors may hire and terminate all employees of
Intergroup who will report to and be accountable to the Chairperson.
Board of Directors
ARTICLE 18:00
18:01 Between meetings of the members, the affairs of Intergroup will be managed by a board of directors consisting of the Chairperson, Vice-Chairperson, Treasurer, Secretary, Telephone Answering Coordinator, Literature Coordinator, the Webmaster and the Newsletter Editor, each of whom at the time of election will also be elected a non-voting director member of Intergroup. Each director member will have one vote at meetings of the board of directors but shall have no vote at meetings of members.
18:02 Each director will be elected to hold office for one year or
until a successor is elected. The whole board will retire prior to each
election or
annual meeting, but will be eligible for re-election if otherwise qualified,
except
as specified in
ARTICLE 4 or as provided by law. The members of Intergroup
may, by
resolution passed by at least 2/3 of the votes cast at a meeting of which
notice
specifying the intention to pass such resolution was given at the previous
meeting of
members, remove any director or officer before the expiration of his/her
term of
office, and may, by a majority of the vote, cast at that meeting elect
another person
to fill the position for the remainder of the term.
Vacancies Board of Directors
ARTICLE 19:00
19:01 Vacancies on the board of directors will be filled by election of replacement officers at the next meeting of the members of Intergroup for the remainder of the term until the next regular election or annual meeting at which the officers and directors for the next year are usually elected.
19:02 The members of Intergroup may increase or decrease the number of
directors or
the officers who will be directors by passing a resolution to that affect
and
amending the Letters Patent of Intergroup, if necessary.
Quorum and Meetings, Board of Directors
ARTICLE 20:00
20:01 Four (4) directors will form a quorum for the transaction of business.
The
board of directors may hold its meetings at such place in the Ottawa area
as it may
from time to time determine. Directors' meetings may be formally called
by the
Chairperson or by any two directors. Notice of such meetings will be delivered,
telephoned or faxed to each director not less than two (2) days before
the meeting is
to take place. The statutory declaration of the Secretary or Chairperson
that notice
has been given pursuant to this by-law shall be sufficient and conclusive
evidence of
the giving of such notice. No formal notice of any such meeting is necessary
if all
the directors are present or if those absent have agreed that the meeting
may be held
in their absence. No notice is required for regularly scheduled meetings.
A
directors' meeting may also be held, without notice, immediately following
the
regular monthly meeting of Intergroup. The directors may consider or transact
any
business either special or general at any meeting of the board.
ERRORS IN NOTICE, BOARD OF DIRECTORS
ARTICLE 21:00
21:01 No errors or omissions in giving notice for a meeting of directors
will invalidate such meeting or any business transacted at the meeting.
Any director
may at any time waive notice of any such meeting and may ratify and approve
of any or
all business conducted at the meeting.
Voting, Board of Directors
ARTICLE 22:00
22:01 Each director is entitled to vote at meetings of the board of directors.
Questions arising at any meeting of directors will be decided by a majority
of votes.
In the case of a tie vote, a motion will be considered defeated. A declaration
by
the Chairperson that a resolution has been passed and an entry to that
effect in the
minutes will be conclusive evidence of the fact without proof. In the
absence of the
Chairperson, his/her duties may be performed by the Vice-Chairperson or
such other
director as the board may from time to time appoint for that purpose.
Powers of Directors
ARTICLE 23:00
23:01 The directors of Intergroup will administer the affairs of Intergroup
between meetings of members of Intergroup and will have the power to contract
on
behalf of Intergroup and in its name. In making decisions on behalf of
Intergroup,
the board of directors will bear in mind that Intergroup has been established
in
accordance with the principles set forth in the Twelve Traditions and
Twelve Concepts
of Alcoholics Anonymous and is a service committee operating on behalf
of the
participating groups of Alcoholics Anonymous in the Ottawa Area and not
a governing
body. Any decisions made or taken by the board of directors or officers
of
Intergroup must be presented to the next meeting of the members of Intergroup.
Reunumeration of Directors
ARTICLE 24:00
24:01 The directors will serve without compensation, and no director
may, directly
or indirectly, receive any profit from his/her position as a director
or officer;
provided that a director or officer may be paid reasonable expenses incurred
in the
performance of his/her duty.
Indemnity of Directors or Officers
ARTICLE 25:00
25:01 Every director or officer of Intergroup and his/her heirs, executors and administrators and estate and effects, respectively, will at all times be indemnified and saved harmless out of the funds of Intergroup, from and against:
- all costs, charges and expenses whatsoever which such director or officer may sustain or incur in any action, suit or proceeding which is commenced against him/her or in respect of any act whatsoever done or permitted by him/her, in carrying out the duties of an officer or director;
- all other costs, charges, and expenses which he/she may sustain or incur in relation to the affairs of Intergroup, except such costs, charges or expenses as are occasioned by his/her own dishonesty, willful neglect or default.
26.01 The Head Office of Intergroup shall be in the Regional Municipality
of Ottawa-Carleton in the Province of Ontario at such location as the
directors may from
time to time determine.
27.01 The seal, an impression of which is stamped in the margin, will
be the corporate seal of Intergroup.
Execution of Documents
ARTICLE 28:00
28:01 Leases, transfers, licenses, contracts and engagements on behalf of Intergroup will be signed by two of the Chairperson, Vice-Chairperson, Secretary and Treasurer and the Secretary may affix the seal of Intergroup to such documents, if necessary.
28:02 Notwithstanding any provisions to the contrary contained in the
by-laws of
Intergroup, the board of directors may at any time by resolution direct
the manner in
which and the person or persons by whom, any particular contract or obligations
of
Intergroup may be executed.
Books and Records
ARTICLE 29:00
29:01 The directors will make sure that all necessary books and records
of Intergroup required by the by-laws of Intergroup or by any applicable
statute or law are regularly and properly kept.
Finance
ARTICLE 30:00
30:01 There will be no dues or fees payable for membership in Intergroup
30:02 Each group of Alcoholics Anonymous which is registered with Intergroup is expected to financially support Intergroup to the best of the group's ability. In accordance with the traditions of Alcoholics Anonymous, financial support of Intergroup by any group is voluntary and not a condition of membership.
30:03 For the purposes of financial planning, Intergroup will, in accordance with the suggestion of the General Service Conference of Alcoholics Anonymous, maintain a prudent operating reserve of up to twelve (12) months estimated operating expenses.
30:04 Audited financial statements will be presented to the members of
Intergroup
within six (6) months of the fiscal year-end of Intergroup.
Monthly Meetings of Members
ARTICLE 31:00
31:01 Meetings of members of Intergroup will be held monthly on the second
Wednesday of each month at a place and time to be designated by the board
of
directors. No notice is required to be given for any meetings held on
the second
Wednesday of each month. In extraordinary circumstances or in an emergency,
a
special meeting of members of Intergroup may be called by the Chairperson
or any two
(2) of the Vice-Chairperson, Secretary and Treasurer by giving at least
ten (10) days
notice by mail or telephone to each group representative registered with
Intergroup.
Annual Meetings Members
ARTICLE 32:00
32:01 Since the members of Intergroup meet monthly to transact business, receive the report of the board of directors, elect directors and officers and approve financial statements each year at the regular monthly meetings, all in accordance with the Ontario Corporations Act, no annual meeting per se is required. Should the membership cease to meet regularly for any reason, an annual meeting must be held at least once in each fiscal year to receive the report of the board of directors and the auditors, approve the financial statements and elect the directors and officers of Intergroup. Intergroup may consider and transact any business, either special or general, without giving any notice of the business ahead of time, except as required by law or this by-law.
32:02 No error or omission in giving notice of any annual, general or
special
meeting of Intergroup will invalidate such meeting or make void any action
taken and
any member may waive notice of any such meeting and may ratify and approve
any action
taken by the meeting, For the purpose of giving notice to any member,
director or
officer for any meeting or otherwise, the address and telephone number
of any member,
director officer will be his/her last address and telephone number recorded
on the
books of Intergroup.
Quorum of Members
ARTICLE 33:00
33:01 A quorum for the transaction of business at any meeting of members
will
consist of not less than fifteen (15) members present in person.
Voting of Members
ARTICLE 34:00
34:01 Each member of Intergroup attending the meeting, whether the group representative or the alternate group representative, is entitled to one (1) vote.
34:02 At all meetings of members every question will be decided by a majority
of
the votes cast by the members present in person unless otherwise required
by the
by-laws of Intergroup or by law. Every question will be decided by a show
of hands
unless the Chairperson determines that a secret ballot is appropriate.
A declaration
by the Chairperson that a resolution has been carried or not carried and
an entry to
that effect in the minutes of Intergroup will be proof of the fact. In
the case of a
tie vote, a motion will be considered defeated.
35:01 Unless otherwise ordered by the members of Intergroup or the board
of
directors, the fiscal year of Intergroup will end on the 31st day of December
in each
year.
36:01 All cheques, bills of exchange or other orders for the payment of
money,
notes or other evidences of indebtedness issued in the name of Intergroup,
will be
signed by any two (2) of the Chairperson, Treasurer, Secretary or Vice-Chairperson.
Any one director may alone endorse notes and drafts for collection on
account of
Intergroup through its bankers and endorse notes and cheques for deposit
with
Intergroup's bankers for the credit of Intergroup or the same may be endorsed
"for
Collection" or "for deposit" with the bankers of Intergroup
using Intergroup's rubber
stamp for the purpose. The Treasurer alone or any officer designated to
the
Treasurer may arrange, settle, balance and certify all books and accounts
between
Intergroup and Intergroup's bankers and may receive all paid cheques and
vouchers and
sign all the bank's forms or settlement of balances and release or verification
slips.
37:00 Whenever under the provisions of the by-laws of Intergroup, notice
is
required to be given, such notice may be given either personally or by
fax, telephone
or mail addressed to the director, officer or member as his/her address
as it appears
on the books of Intergroup.
Amendments to the By Law
ARTICLE 38:00
38:01 This by-law may be amended by the members of Intergroup by a vote of two-thirds (2/3) of the members present at a regular meeting of Intergroup. Any amendments will become effective on a date to be specified but not later than three (3) months from the date of approval of the amendments by the members of Intergroup. Notice of a proposed amendment must be presented in writing to a regular meeting of members and must be mailed to all group representatives with the minutes of the meeting. The amendments will be considered and voted upon at the regular meeting of members following the meeting at which written notice of the amendment was presented.
38:02 This by-law was approved in accordance with the Ontario Corporations
Act by
the board of directors of Intergroup at a meeting held on the 5th day
of January,
1992.
This by-law was presented in accordance with the Ontario Corporations
Act to the
Board of Directors and members of Intergroup at a meeting held on the
10th of March
2003.
Signed: