NEWPORT COUNTY YANA CLUB BY-LAWS
Adopted June 30, 2021
NAME AND PURPOSE
SECTION I. The name of this organization shall be Newport County YANA Club, (therein after referred to as the “Club”). The location of the Club is in Newport County, Rhode Island.
SECTION II. The purposes of the Club are:
A. To Furnish meeting facilities for Twelve-Step groups. This includes meetings that help alcoholics, drug addicts, overeaters, gamblers, cocaine users, along with spouses, partners, teens and children of such persons, or any other group founded in the principles of the Twelve Steps.
B. To Encouurage the growth, development, and fellowship of Twelve Step groups. C. The Club is not affiliated with any Twelve-Step group.
D. Said Corporation is organized exclusively for the charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3)of the Internal Revenue Code 1954 (or the corresponding provision of any future United States Internal Revenue Law)
ARTICLE II MEMBERSHIP
SECTION I. Membership shall be open to all persons who support Twelve Step groups. Membership shall be granted to eligble persons in one of the following categories:
A. Active members who are voting members in good standing and should have paid all dues and fees as established by the Board of Directors.
B. Honorary members who have been cited by the Directors for noble service to the Club, Honorary members do not pay dues or fees and are not eligible to vote.
ARTICLE III ORGANIZATION
SECTION I.. The governing body of the Club shall be the Board of Directors. The Directors shall oversee and guide all activities of the Club.
ARTICLE IV DIRECTORS
SECTION I. The Board of Directors shall be comprised of nine (9) elected members who shall serve for a term of two (2)years. A Director may serve an additional term or terms if nominated by the Nominating Committee and approved by the Membership
A. The Board of Directors shall consist of four Officers and five Directors-at-Large. When referring to “Director”, the word shall reference all board members in general, unless otherwise stated.
B. Two members of the same household may not serve on the Board at the same time.
SECTION II. The Chairman of the Board of Directors will be the current President of the Club and will preside at all meetings of Directors,
SECTION III. Directors are to meet monthly and shall receive regular financial and other reports as may be prepared by the Officers.
SECTION IV. Directors are to establish House Rules and to review operations of the Club, including expenditures, obligations, budgets and forecasts; and shall formulate policies and guidelines to assure successful operations of the Club. The annual budget review will be conducted at the regular December board meeting.
SECTION V. A majority of the number of Directors fixed by Section I of Article IV shall constitute a quorum for the transaction of business at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
SECTION VI. Any Director may be removed by a majority of the Board of Directors whenever, in its judgement, the best interest of the Club will be served thereby.
SECTION VII. Vacancies in the Board of Directors shall be filled in the following manner.
A. A vacancy in any board position because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors by electing an individual to serve for the remaining portion of the vacated term.
B. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall serve for the unexpired portion of the vacant term. These elected appointments
made by the Board of Directors will not be counted when appling the term limits set forth in Paragraph C below.
C. Directors may be elected by members to serve for no nore than three (3) successive 2-terms. (See Article IV, Section I).
SECTION VIII. The members of the Board of Directors shall not be liable to any person or persons for any mistake of judgement, neglience, or otherwise, except for their own individual willful misconduct of bad faith. The Club shall indemnify and hold harmless each of the members of the Board of Directors against all contractual liability to others arising out of contracts made by the Board of Directors, unless any such contract shall have been made in bad faith or contrary to the other provisions outlined in these By-Laws. It is intended that the members of the Board of Directors shall have no personal liability with respect to any contract made by them on behalf of the Club.
ARTICLE V OFFICERS
SECTION I. Officers of the Club are to be elected by the newly installed Board of Directors. The new Board should select their Officers at the annual meeting in which thay are elected and begin their term May 1st of each year. Officers are elected for a one year term. They may serve a second year in the same position or may serve in another capacity, per the election of the Directors. The Officers and their respective duties shall be as follows:
President – Preside over all Membership and Board of Directors meetings and is responsible to the membership for: oversight of the Club and protection of assets and facilities; prudent use of monies and development of income; Liaison with the other agencies.
Vice-President – Acts in absence of the President and performs other Club-related tasks as may be assigned by the President. Oversees the day-to-day operation and maintenance of Club facilities.
Secretary – The Secretary shall: keep the minutes of the processings of the Board of Directors in generally accepted format; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by Law; and, in general, perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned by the President or the Board of Directors.
Treasurer – Responsible for bank accounts, receipts and disbursements; maintaining property, liability, flood, and other required insurance; maintaining accounting records; prepare monthly financial reports to the Board; filing annual reports to the State of Rhode island and the Federal Government;and assuring the validity and accuracy of all payments. If necessary, the Club may hire outside counsel to assist with financial matters.
ARTICLE VI COMMITTEES
SECTION I. Permanent Committees shall include:
Operations Committee – Chairman responsible for scheduling maintenance and repairs of indoor facilities and outdoor grounds, maintain safe and proper operation of all mechanical and electrical systems.
Membership Committee – Chairman responsible for maintaining records of membership; promoting membership growth; communication with membership; and maintaining Membership Committee and assuring active participation of its members.
Nominating Committee – A committee for nominating Directors for election shall consist of the sitting President and the two immediate Past Presidents, with the sitting President serving as Chairman. Should any of the above not be available to serve, the sitting President shall appoint replacements.
SECTION II. Additional committees may be formed and discontinued by the President from time to time to perform work not assigned to a permanent committee.
Page 3 of 5
SECTION III. Permanent committees are to meet as directed by their Chairman.
ARTICLE VII ELECTIONS
SECTION I. The Annual Meeting of YANA Club members is to be held on the second Sunday of each May for the purpose of electing Directors. Each Active Member shall cast his vote in person. The President shall preside at this meeting and shall appoint a committee to tabulate votes. Elections results shall be posted in the Club Lobby.
SECTION II. Proposed nominations for Directorship may be made by Active Members by means of a letter to the Nominating Committee no later than 30 days prior to the Annual Meeting. The nominees for all Directorships approved by Nominating Committee are to be posted in the Club Lobby for at least two weeks prior to the Annual Meeting.
SECTION III. Election shall be by the greatest number of votes cast for each Directorship by Active Members present at the annual meeting. The nominee for each Directorship receiving the greatest number of votes cast by Active Members shall be deemed elected.
ARTICLE VIII AMENDMENTS
SECTION I. By-Laws may be amended by the affirmative vote of 2/3 majority of present Board Members fixed by Section I of Article IV. President appoints By-Laws committee to review and recommend amendments (if any) for Board approval on even number of years.
SECTION II. Any amendment to the provisions contained in Article XII. Section II shall require the consent of all nine (9) members of the Board of Directors.
ARTICLE IX PUBLICATION
SECTION I. Copies of By-Laws and/or Amendments shall be prepared and made available to all Active members upon request.
ARTICLE X EARNINGS OF THE CORPORATION
SECTION I. No part of the activities of the Club shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons.
SECTION II. No part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
SECTION III. Not withstanding any other provision of the By-Laws, the Club shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Law).
ARTICLE XI DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Club, dispose of all of the assets of the Club exclusively for the purposes of the Club in such manner or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Court of the County in which the principal office of the Club is then located, exclusively for such purposes or to such organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XII PROTECTION OF ASSETS
SECTION I. All checks of non-budgeted payments of $1,000 or more shall be authorized by a vote of the Board of Directors and shall carry the signature of any two(2) Officers of the Club.
SECTION II. In the event of a sale or other disposition of any real property held by Club, the following conditions shall apply:
A. Said transaction must be approved by a vote of six (6) members of the Board of Directors. This restriction shall appear on the face of the deed.
B. No mortgages, liens or other encumbrances shall be placed on any real property of the Club.
C. The proceeds of any disposition of the Club’s real assets shall be used exclusively for the tax-exempt purposes of the Club as set forth in these By-Laws and the Certificate of Incorporation.
D. Notice of a proposed disposition of the Club’s real assets shall be given to Club members in writing 45 days prior to consummation of the transaction.
SECTION III. The Board shall collect cost-sharing fees from groups making use of Club facilities sufficient to pay for day-to-day operations of the Club (e.g., utilities, cleaning, and trash removal, kitchen and bathroom consumable supplies, etc.), group-oriented social activities, informational
handouts, and other common-use expenses directly related to group operations and use of the Club. Excess funds stemming for these cost-sharing fees shall be used by the Club to support maintenance and repair of the YANA facility.