Article I. Name, Location and Purpose

Name: The name of The Club is: ALANO CLUB OF LAHAINA, INC.  (“The Club”)

Location: The location of The Club is 2550 Kekaa Street, Suite ___, Lahaina, HI 562-C Front Street, Lahaina, HI or at any other West Maui location as the Board of Directors may from time to time determine.

Purposes: The purposes of the Club are:

1. To provide a safe, clean and sober environment for fellowship and recovery for those that struggle with alcohol and/or substance abuse.
2. To provide a permanent West Maui meeting location for 12-Step Recovery groups and programs.
3. To maintain a location where members and their friends and families may gather for fellowship and the spiritual and physical well-being of its members.

Discrimination: The Club does not discriminate with regard to race, color, religion, gender, sexual orientation, national origin, age, marital status, physical handicap or ancestry.

Relationship with AA: While traditionally, but not legally, part of A.A., the Club does not and will not directly engage in 12-Step Recovery Groups. The Club does not and will not seek any jurisdiction over any 12-Step group or program. (A.A. Guidelines – Relationship Between A.A. and Clubs, Rev. 9/12)

Article II. Membership

Classes of Membership:

The Board may from time to time establish different membership classes and special membership classes, their criteria and dues requirements. Current membership classes include Regular Members, and Visitor and Part-Time Members.

1. Regular Members are defined as:
   • Monthly and Annual dues-paying members who are current on their dues payments.
   • Regular Members include Lifetime Members who have paid Lifetime Membership dues or have been awarded by the Board an Honorary Lifetime Membership for exemplary volunteer contributions to the Club.
2. Regular Members and Lifetime Members have an equal right to vote.
3. Visitor and Part-time Members are occasional visitors to Maui. Part-time and Visitor Members have no right to vote.

Eligibility for Membership:

Regular and Visitor Membership will be is open to any person who agrees with the purposes expressed by the Club, its Bylaws and Articles of Incorporation and who has maintained continuous 30 days of sobriety as a member of AA or NA or who has been regularly attending Al-anon or Nar-anon for at least 90 days prior to applying for membership.

Membership Dues:

The Board will establish the amount of non-refundable membership dues, classifications for dues, payments schedules and other policies related to Club membership and dues payment. The current dues schedule and delinquency policies are to be permanently posted in the Club on the Club’s website.

Membership Dues Delinquency and Termination:

A Regular Member shall be considered delinquent in the payment of dues if the dues are not paid within 30 days after the first day of the month in which they are due. Regular Members who have not paid their dues for 60 days after the first day of the month in which they are due will be dropped from Club membership.

 Membership Requirements:

Regular Members are responsible for paying their dues on time and will abide by the Club’s rules of conduct that are published by the Board and posted in the on the Club’s website.

Membership Privileges:

1. Regular Members will have equal voting rights as long as their dues are currently paid in accordance with these bylaws and with the voting qualification established in Article III, Section 4, below.
2. All members in good standing are entitled to use the Club facilities during regular open hours and entitled to any other member benefits that the Board may from time to time establish. Current member benefits by classification will be permanently posted in the on the Club’s website.

 Disciplinary Procedures:

The Board may suspend for a period determined by the Board, terminate, or restrict membership rights and privileges of any member or guest who is in violation of the Club’s regulations, is delinquent in payment of dues, or whose conduct is inconsistent with the purposes of the Club. A disciplined member may appeal in writing their disciplinary action to the Board.

Resignation:

Club members may resign at any time for any reason. Resigned members are not eligible for a refund of prepaid dues.

Termination:

All memberships will terminate upon the death or resignation of a member or by expulsion by the Board. Terminated members are not eligible for a refund of prepaid dues.

Membership Meetings:

The Club’s membership will meet twice annually at a location to be determined by the Board. These meetings will be held on the second Saturday of March and the second Saturday of September of each year at the Club. The Board of Directors will at least one week prior to the membership meeting provide members with a current financial statement. Membership meetings may be held electronically via Zoom or equivalent internet electronic meeting provider. Voting for Directors will be conducted annually in September and electronically as provided in Article III, Paragraph 5 below.

Special Meetings:

The Regular Members, upon a request to the Board signed by 20 percent of the Regular Members, or the Board of Directors may call for a special membership meeting. The Board will establish the time and place for such special meeting with at least two-weeks written or electronic notice to the Regular Members. Only Regular Members are eligible to vote on matters in special meetings.

Biannual Annual and Special Meeting Quorum:

The presence in person of 20 percent of the Regular Members will constitute a quorum for the transaction of business at the biannual annual or any special membership meeting.

No Proxy or Cumulative Voting:

Voting by proxy and cumulative voting are prohibited.

Electronic Notices and Communications:

All Club notices and communications between the Club and the membership shall be transmitted electronically or posted on the Club’s website. Members are solely responsible for providing the Club through its website Alanocluboflahaina.org with Members current email addresses or telephone numbers.

Article III. Board of Directors

(Note: The number has to remain fixed at 7. The 1996 bylaws say that change in number of directors by vote of members amending both articles of incorporation (which we don’t have) and bylaws.)

All amendments to this Article III will automatically expire four (4) years after adoption by an affirmative vote of Members and will revert to the provisions in place prior to amendment adoption.

Number, Qualification and Term:

The Club will be governed by a Board of Directors consisting of seven directors, two of whom may be Public Directors as defined in subsection d. below and five of whom shall be Regular Directors. One non-Public alternate director will also be elected annually and will serve as specified in Section 3, below. Board members will not be the Club Manager, an employee of the Club, a spouse, an immediate family member or live-in partner of any current Board members. To serve on the Board, Board members will also shall be qualified as follows:

1. Directors, other than Public Directors, must B be and have been a Regular Member in good standing for at least six consecutive months prior to an election of directors.
2. Directors, other than Public Directors, must have had at least one year of continuous sobriety in AA. As used in these bylaws and the Club’s policies, the term sobriety will be construed to include not only the total abstinence from the use of alcoholic beverages in any form but also total abstinence from the use of narcotics and illicit drugs. This will include all mood-altering drugs except used as prescribed by a physician.
3. Resident of the State of Hawaii.
4. Public Directors are those residents of the State of Hawaii who will provide the Board with specialized information, experience, and skills designed to assist the Club to learn about and/or achieve post fire disaster strategic objectives that it otherwise could not without assistance of the Public Directors. Public Directors are not required, although encouraged, to become Club Members. Public Directors have full Board voting rights but do not have the right to annually vote for Directors unless they have first become a Club Member.

Director Terms and Term Limits:

Each director, other than the alternate director, will hold office for two years. Four directors will hold terms that end in odd years and three directors will hold terms that end in even years. Each director, other than the alternate director, may serve for a limit of four two-year terms. A former term-limited director may be re-elected to the Board after having been off the Board for at least one year.

Alternate Director Election, Duties and Term:

The alternate director will be elected annually as described in Section 4, Election of Directors, below. In the event a Board member is absent at any Board meetings, the alternate may vote in the absent member’s place. An alternate acting in the place of an absent Board member may be counted in establishing a quorum. The alternate should attend all Board meetings and may, at the discretion of the Board, be appointed to fill a vacant director position. Alternate directors may be re-elected and may serve for a limit of two oneyear terms. A former term-limited alternate director may be re-elected as an alternate director after having been off the Board for at least one year. This limit does not preclude an alternate director from running for a regular Board position.

Election of Directors:

Regular Directors will be elected at the September Annual membership meeting of the membership or at any special meeting of the Regular Members called for the purpose of electing members to the Board of Directors in accordance with the following procedure:

1. Nominations Procedure: For Regular Members Directors, nNo less than 60 days prior to the September election, the President and/or, if the President fails to, any three two Regular Directors will appoint a nominating committee comprised of three Regular Club Members who are not Board members. The nominating committee will develop a list of Regular Director Board candidates who meet the director qualifications stated in Section 1 above and post electronically send to all Regular Members their names at the Club no less than 45 days prior to the election.
   • Regular Director candidates may include incumbent Board members who have not exceeded the Board term limits specified in Section 1 above.
   • Regular Members may nominate other additional Regular Board candidates by the submitting in person or electronically to the nominating committee a written petition signed by five Regular Members of. The petition must be submitted to the nominating committee at least thirty-five days prior to the election so that the nominating committee can verify the qualifications of the proposed candidate and the voting Regular Members signing the petition.
   • Public Directors will be nominated by the President and elected by a majority of the Five elected Regular Directors.
2. Notification of Election and Candidates to Voting Members: At least thirty days prior to the September (Annual) member meeting, the Board will post on its website in the Club and send a written or electronic notice to Regular Members announcing the time and date of the electronic election and the slate of director candidates.
3. Absentee Balloting: The Board, in addition to the election procedure set forth in Section 5 below, may, in its discretion, establish an absentee secret ballot, two envelope voting process that:
   • First establishes a Regular Member’s eligibility to vote as set forth in Section 4 below.
   • Provides an eligible Regular Member with a self-addressed envelope and a blank envelope (for the ballot) at least 21 days prior to an election.
   • Requires the eligible Regular Member to clearly mark the ballot and clearly identify him or herself and sign the envelope containing the ballot.
   • Requires the eligible Regular Member to include proof of identity that may either be a copy of a valid drivers license or a Club membership card if a membership card is issued.
   • Requires ballots to be received back by the Alano Club no later than three days prior to an election.
   • Requires that when received by the Alano Club, absentee ballots must be placed in a locked Ballot Box.
   • Requires that the Ballot Box will not be opened until election day.
   • Requires that three Board and/or Regular Members who are not on the ballot will count absentee ballots.
   • Requires that that absentee ballot tally will be added to the tally of the votes cast at an election.
4. Membership Voting Eligibility and Record Date: To be eligible to vote, a Regular Member must be a Lifetime Member, or have paid for an Annual Membership at least one calendar month prior to an election or, for Monthly Members, have paid to the Club the current month’s dues for the month in which an election is held and have paid monthly dues to the Club for at least the two calendar months prior to an election, or Part-time and Visitor Members are not eligible to vote.
5. Electronic Election and Balloting Procedure: Director elections and/or any other action requiring a Membership vote that may be taken at any annual, regular or special meetings of Members may be taken without a face-to-face meeting so long as the Club first delivers to each member an electronic ballot that:
   • Shall be in written form contained in or attached to the electronic transmission;
   • Sets forth each proposed action or slate of candidates for election as a director;
   • Provides an opportunity to vote for or withhold a vote for each proposed action or director candidate;
   • Provides an opportunity to vote for or against each proposed action;
   • Approval by ballot pursuant to these procedures shall be valid only if:
     1. The number of votes cast by electronic ballot equals or exceeds the quorum equal to 20% of the total membership;
     2. The number of affirmative votes equals or exceeds the number of affirmative votes for approval that is required to approve the action.
   • All solicitations for votes on actions or candidates shall:
     1. Indicate the number of responses required to meet quorum requirements.
     2. States the percentages of approval necessary to approve each action; and
     3. Specifies the time by which the ballots shall be received by the Club in order to be counted
6. Elected Directors: The director candidates receiving the highest numbers of votes will be elected as Board directors for two-year terms. The next highest vote recipient will be elected and serve as the Alternate Director for a one- year term. In the event there is a tie vote for the Alternate Director position, the Board will determine by majority vote which of the tied Alternate Director candidates will be elected.

At the September member meeting, the President and Secretary will conduct a secret ballot election of directors The President will select two Board and/or Regular Members who are not on the ballot to confirm eligible Regular Members against the Regular Member list. A ballot containing the names of each of the qualified Board candidates will be to each eligible Regular Member. who has not requested and/or cast an absentee ballot. The Regular Member will cast only one vote for each director vacancy up for election. After the ballot has been cast, three Board and/or Regular Members who are not on the ballot will count the ballots and announce the results to the membership.

Vacancies and Removal from Office:

Board of Director or Alternate Director vacancies that arise between general elections may be appointed from among the eligible Regular Members by a majority vote of the remaining Directors. Interim appointees assume the term of the Board member they replace.

A Board member or the Alternate Director may be removed from office by a majority vote of the remaining directors for any of the following reasons:

• For violation of eligibility issues as defined by these bylaws or violation of the Club’s rules of conduct.
• Behavior deemed inappropriate by a majority vote of the Board.
• Falling more than thirty days delinquent in payment of membership dues.
• Being absent from two consecutive Board meetings without good cause or advance written or electronic notice is automatically deemed to be a resignation from the Board.

Board Meetings:

1. Monthly Board Meetings: The Board will meet at least once a month quarterly. The Board will establish the date and time for monthly meetings that will be posted on the Club’s website. The Board may make changes to the schedule as necessary; any change to the meeting schedule must be posted on in the Club’s website at least three days prior to the meeting.
2. Executive Sessions: The President may call an executive session during a Board meeting to discuss confidential matters such as personnel, legal or similar issues. Business conducted in executive session is confidential and known only to Board members. Minutes of executive sessions are read and approved only in executive session.
3. Special Meetings: The President or any four members of the Board may call a special Board meeting to address an urgent matter or to meet to further discuss a matter in more detail than could be discussed in the monthly Board meeting. Written or electronic notice of special meetings will be given to other Board members and posted in the Club at least seven days in advance.
4. Electronic Meetings: Meetings may be conducted using electronic means such as video conferencing, telephone conference calls or similar audio/visual means.
5. Electronic Meeting Procedures: The Board will establish procedures to provide proper notice, ensure a
   quorum and confirm Board members’ receipt of and response to electronic notification.
6. Unanimous Written Consent: Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents, which may be in electronic form, shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any unanimous written action taken shall state that the action was taken by the unanimous written consent of the Board without a meeting, that the bylaws authorize the Directors to so act and that statement will be evidence of the Board’s authority.
7. Quorum: No motions or votes may be approved or binding upon the Club unless a quorum of the Board is present. Four or more Board members constitute a quorum.
8. Vote: A roll call or written, secret ballot vote can be used at the discretion of the President. A motion is considered passed if a majority of the Board present votes yes, as long as a quorum has been established.

Director Duties and Powers:  The Board will have the full authority and responsibility for the management of the Club and its real and personal property in accordance with Hawaii and federal law and the bylaws of the Club. The Board may borrow money and incur indebtedness for the purposes of the Club. The Board will be responsible for acting always in the sole best interest of the Club.

• The Board will have the authority to establish rules of conduct for the Club.
• The Board may establish classes of membership and dues consistent with Article II above.
• The Board may appoint, in the tradition of AA, a volunteer or volunteers or employ any such persons, which may include a Club Manager and assistant Club Managers, as it deems necessary for the management and maintenance of the Club and its buildings, grounds and other facilities.
• The Board will prescribe the duties for such persons which will be set forth in a separate document that will be reviewed periodically by the Board. In the case of volunteers, volunteer service agreements will be used and signed. In the case of a volunteer or hired Club Manager, Club Manager duties will be specified in a written document and signed by the President and the Club Manager.
• The Board is responsible for adhering to and enforcing these bylaws. A current copy of the bylaws will be permanently posted in the Club with copies available for all interested parties.
• The Board will maintain a prudent reserve, whenever possible, of at least three months operating expenses, including mortgage payments, if any. The Board is authorized to establish a separate capital fund to be used for building improvement.
• The Board will elect officers from among the Board membership as defined in Article IV below

Committees: The President, or the Board by majority vote, may appoint and grant authority to such committees that in his discretion are required to perform specific duties related to the conduct of the Board or Club business or activities. The President may shall appoint a Board member to act as the Chairman or ex officio member of each committee and who will, in turn, report committee activities to the Board. Each committee shall contain at least two (2) directors. (required by 414D-148) The President of the Board will be an ex officio member of all committees.Regular Members may be appointed by the President to serve as a Committee chair to any committee established by the President or the Board. Any member of a committee may be removed by the President if, in his or her judgment, the best interest of the Club will be served by such removal.

Emergency Executive Committee: In the event of an emergency which is defined as any sudden, unexpected, or impending matter that requires immediate attention and/or remedial action, including without limitation, injury, loss of life, damage to the property or catastrophic interference with the normal business activities, the President may appoint an Executive Committee comprised of the President, Vice President and Treasurer who collectively are empowered to take any and all formal action on behalf of the Club as if the action was taken by the entire Board of Directors. A declaration of emergency and creation of the Executive Committee will be electronically communicated to all other board members and the Membership. Any actions taken by this committee will be communicated to all other Board members.