BY-LAWS of Fellowship of the Sprit Utah, Inc.,
A Nonprofit CORPORATION
1. The name of the organization shall be Fellowship of the Spirit Utah, Inc. hereafter referred to as FOTSUT.
2. the organization may change its name at any time by a vote of the Board of Trustees.
3. Organization is comprised of FOTSUT. Conference Committee and the Board of Trustees.
The following are the purposes for which this organization has been organized: To host a yearly FOTSUT conference.
Membership in this organization shall be open to all who sit on the FOTSUT Board of Trustees and current FOTSUT Conference Committee members.
The Board of Trustees shall schedule all meetings for the propose of conducting the organizations business by a simple vote of no less than 2/3rd (66%) of the trustees. The secretary (or designee) shall give a notice telling the time and place of each meeting to each board member no later than 5 days prior to the scheduled meeting. The presence of not less than 2/3rd s (66%) shall constitute a quorum and shall be necessary to conduct the business of the board. A quorum as herein before set forth shall be required at any adjourned meeting.
· All voting by the Board of Trustees will be conducted following the 3rd Legacy voting procedure as outlined in the service manual for Alcoholics Anonymous, unless specifically indicated (ie: majority vote). · The Trustees shall serve concurrent terms indefinitely. Trustees of the Board will be considered as such, until a written notice or resignation has been presented AND unanimously approved by vote of the current Board of Trustees. · Items voiced by the attendees from the Conscience of the Conference will be discussed at the board meetings. Any items for Board discussion that are moved into consideration for a vote must pass by 3rd Legacy voting procedure. · All of the following, and not limited to, require a vote of approval of the Board of Trustees: Any item that changes any part of the conference, any change to the schedule, time, or location that adds to or takes away from the already approved schedule, times, and location; any change that adds to or takes away from the written or verbal communication during the conference or materials at the conference including, but not limited to flyers; any change that adds to or takes away from any scheduled event of the conference regardless of location, any item that the Board considers to deviate, alter or take away from the purpose and/or vision of the conference.
ORDER OF BUSINESS 1.
Moment of silence followed by the Serenity Prayer 2. Reading of the short form of the twelve Tradtions 3. Roll Call 4. Reading of the Minutes of the preceding meeting 5. Old and Unfinished Business 6. New Business 7. Adjournments
BOARD OF TRUSTEES
The Board of Trustees consists of at minimum the following: · Chairman of the Board · Co-Chair · Secretary · Sustaining Trustee · One Al Anon Trustee · Current Committee Chair for FOTSUT · Treasurer The Board will meet with the outgoing and incoming Chair people at the tri-annual board meeting to pass along the spirit and experience of the conference. The Board is ultimately responsible for and has authority for the FOTSUT Conference. The Board must ratify the selection of the yearly Conference Chairperson and delegates the authority for putting on the conference to the Board-approved Chairperson and his or her committee. Each Trustee shall have one vote and such voting may not be done by proxy. The Board of Trustees may make such rules and regulations covering its meeting as it may in its discretion determine necessary. The Board of Trustees is asked to serve for a period of five years, with the spirit of rotation every four to six years. The Treasurer must have a minimum of ten (10) years sobriety or equivalent membership in Al Anon. Vacancies in the Board of Trustees shall be filled by a vote of the majority of the remaining members of the Board of Trustees for the balance of the year. A Trustee may be removed when sufficient cause exists for such removal. The Board of Trustees is responsible for the following: · Booking the Al Anon, Keynote and Spiritual Speakers. The Committee is responsible for booking the local speaker. · All contracts including related to FOTSUT. · All website and other media related activity. · All financial decisions. The Chairman of the Board shall preside at all board meetings. He shall see all books, reports and certificates required by law are properly kept or filed. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization. The Co-Chair of the Board shall be willing an able to perform all duties of the Chairman of the Board. He shall be the member of the board responsible for leading the prayer at the beginning and end of each meeting of the Board of Trustees. The Secretary shall keep the minutes and records of the Board It shall be his duty to file any certificate required by any statute, federal or state. He shall see to it that the organization’s liability is in place and valid. He shall be the official custodian of the records of this organization. He shall submit to the Board of Trustees any communication which shall be addressed to him as Secretary of the Organization. The Quorum of Three (3), Chairman, Co-Chair and Treasurer shall have the care and custody of all monies belonging to the organization and shall be responsible for such monies or securities of the organization. The Treasurer will keep the books and shall render at stated periods as the Board of Trustees shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Trustees of such meeting. No officer shall for reason of his office be entitled to receive any salary or compensation.
COMMITTEES AND CHAIRPERSON
The Board of Directors delegates the authority for putting an any given year’s conference to the Board approved Chairperson and his or her Committee, this authority includes all administrative aspects of the conference. The Board of Director’s is responsible for all financial aspects of the conference. The Committee members shall be appointed by the Chairperson who may at his or her discretion request assistance from the Board of Trustees and their term of office shall be for a period of 3 years in total. This includes one year as a co-chair to any committee position, with 2 years as a committee chair position. A committee member can be terminated by the action of the Board of Trustees. Anyone interested in serving on the Committee should be considered for membership. The yearly Chairperson shall serve in that position for the period of one (1) year, with a total of three (3) years on the committee. The yearly Chairperson must have prior service as an active AA or Al Anon member must have served on the committee as either a co-chair or committee chair for at least two (2) years and have a minimum of five years sobriety or five (5) years active membership in Al Anon. The Conference Committee Chair is responsible for the following: · Fill committee chair and co-chair positions · Conduct committee meetings prior to the conference · Arrange for speaker hosts · Arrange for AA and Al Anon home groups to host AA and Al Anon meetings during the conference · Arrange for volunteers and greeters for the duration of the conference · Act as hotel liaison both before and during the conference The Conference Committee may consist of but not be limited to the following positions: · Chairperson and Co-Chair · Registration Chair, and Co-Chair · Hospitality Chair and Co-Chair · Al Anon Chair and Co-Chair · Outreach Chair and Co-Chair · Three (3) member Panel Chair and Co-Chairs The three (3) member Panel Chairs are responsible for securing the speakers for the panels. Panel speakers should be booked at a minimum of nine (9) months prior to the conference. The three (3) member panel chair is responsible for ensuring panel speakers are aware of their roles and responsibilities prior to the conference. The Al Anon, Keynote, and Spiritual speakers for each year’s conference will be asked to speak on a panel. The Chairperson will report to the Board in writing every Board meeting on the status of the Committee’s activities. The following are agreed upon features of each year’s FOTSUT conference: This conference will remain in Utah. The conference will last for 3 days, from 3pm Friday to Noon Sunday, on the 1st or 2nd week in October whenever possible. There will be 4 featured speakers; 3 AA and 1 Al Anon. The step workshops will be divided as follows: Step 1, Step 2, Step 3, Steps 4&5, Steps 6&7, Steps 8&9, Step 10&11, Step 12 and Traditions. The division of the workshops can be changed by a majority vote of the Board of Trustees in a given year if so desired.
ARTICLE X CONFLICT
OF INTEREST POLICY
Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given an opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing body or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest After exercising due diligence, the governing body shall, determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
Violations of the Conflicts of Interest Policy If the governing board of committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford d the member and opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
AMENDMENTS These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than 2/3rd s (66%) percent of all the members of the Board of Trustee. These By-Laws will be reviewed annually