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Authored by: The Bylaws Ad hoc Committee
Approved: by: The Bylaws Ad hoc Committee and the OIAA Board
Date Last Revised: 29 July, 2023 By OIAA Assembly
Online Intergroup of Alcoholics Anonymous Bylaws
ARTICLE 1. GENERAL PROVISIONS
Section 1.01. Purpose.
OIAA., Inc., also known as Online Intergroup of Alcoholics Anonymous©, (“the Intergroup”) is a service organization established in accordance with the Ninth Tradition of Alcoholics Anonymous A.A.®
The Intergroup is organized and operated exclusively for the charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The nature of the activities to be conducted and the purposes to be promoted or carried out by the Intergroup shall be the purposes and activities enumerated in its Certificate of Incorporation, as amended from time to time.
More specifically the purpose for which the Intergroup is organized is to assist online A.A. groups in their common purpose of carrying the A.A. message to the alcoholic who still suffers by:
1) Promoting unity among online A.A. groups in accordance with A.A.’s First Tradition, “Our common welfare must come first; personal recovery depends upon A.A. unity.”;
2) Using the internet to carry the message of A.A. in accordance with A.A.’s Fifth Tradition, “Each group has but one primary purpose —to carry its message to the alcoholic who still suffers.”;
3) Responding to the needs of online A.A, in accordance with A.A.’s Ninth Tradition, “A.A., as such, ought never be organized; but we may create service boards or committees directly responsible to those they serve”.
4) Providing a central source of information about online A.A. through a website, meeting directories, and the activities of its members in accordance with A.A.’s Eleventh Tradition, “Our public relations policy is based on attraction rather than promotion; we need always maintain personal anonymity at the level of press, radio, and films.”
Section 1.02. Organization.
The Intergroup is a nonprofit corporation organized and existing under the laws of the State of New Jersey. It shall comply with the New Jersey Nonprofit Corporation Act, as amended (the “Act”).
Section 1.03. Registered Office.
The address of the registered office of the Intergroup in New Jersey shall be as registered with the State of New Jersey, Department of Treasury, and shall be at such location(s) as the Board of Trustees (the “Board”) may from time to time determine. The Intergroup may also have offices at such other places as the Board may from time to time designate and the business of the Intergroup may require.
Section 1.04. Registered Agent.
The agent of the Intergroup registered with the State of New Jersey shall have a business address identical with the registered office of the Intergroup. The Registered Agent shall ensure that the Intergroup files an Annual Report with the State of New Jersey and remains in good standing.
Section 1.05. Duration.
The duration of the Intergroup is perpetual. If, however, the Intergroup is dissolved, whether voluntary or involuntary, its assets, after all debts have been satisfied, shall be distributed exclusively to charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law, or to the government as is provided for under the provisions of Section 501(c)(3) of the U.S. Internal Revenue code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the Intergroup shall benefit or be paid or distributed to an officer, director, member, employee, or donor of the organization.
Section 1.06. Warranties.
In all its proceedings, the Intergroup observes the spirit of A.A.’s Twelve Traditions and Concepts, taking care that it never becomes the seat of perilous wealth or power; that sufficient operating funds, plus an ample reserve, be its prudent financial principle; that none of the Trustees, Officers, or Members be placed in a position of unqualified authority over any of the others; that all important decisions be reached by discussion, vote, and, whenever possible, by substantial unanimity; that no Intergroup action ever be personally punitive or an incitement to public controversy; that it never perform any acts of government; and that, like the Society of Alcoholics Anonymous which it serves, the Intergroup itself will always remain democratic in thought and action.
Section 1.07. Website.
These Bylaws, as they may be amended from time to time, shall be posted on the Intergroup’s website.
ARTICLE 2. MEMBERS
Section 2.01. Members.
The Intergroup shall have members (the “Members”) with the
rights and obligations set forth in this Article 2.
Section 2.02. Qualifications.
Membership in the Intergroup is open to all registered and qualified online A.A. groups and all A.A. members. Any online A.A. group and A.A. member can apply for membership to the Intergroup. There is a qualification process to become a member. There are no dues or fees for membership.
Any member of A.A. is welcome to participate in the Assembly although voting privileges are limited to registered and qualified online A.A. groups, acting through their representatives, and current Intergroup Trustees. These Bylaws and Operating Guidelines guide the business of the Members.
Section 2.03. Member Voting Rights; Classes.
There are two classes of membership: Voting and Nonvoting.
Voting Members are any registered and qualified online A.A. group who joins as a Member, the current Intergroup Trustees and Committee chairs. Each Member Group exercises its voice and vote through an Intergroup Representative (“IGR”). An Alternate IGR may participate but may only present motions or vote in the absence of the group’s IGR.
Any registered and qualified online A.A. group may join the Intergroup as a Voting Member.
Nonvoting Members include all other individual A.A. members who join the Intergroup. They may participate in Assembly discussions but may not offer motions or vote.
The Voting Members shall elect the Trustees (individually, a “Trustee” and, collectively, the “Board”) of the Intergroup, shall have such voting rights as are provided in the Act, and shall have the right to vote on certain matters in order to exercise the power to govern the Intergroup. The Bylaws and Operating Guidelines adopted by the Voting Members may not be altered or repealed by the Trustees.
Any qualified and registered Nonvoting Member shall have the benefit of the services of the Intergroup.
Section 2.04. Annual General Meeting.
Subject to the provisions of these Bylaws, an Annual General Meeting of the Members shall be held upon notice of the time, place, and purposes of the meeting, as fixed by the Board, at the principal office of the Intergroup, or such other place as shall be specified in the notice of meeting, for the election of Trustees, the presentation by the Board to the Members of reports on the operations and financial condition of the Intergroup, and such other business as may be specified in the notice of the meeting or as may properly come before the Members.
Section 2.05. Special Meetings.
Special meetings of the Members may be called at any time.
Section 2.06. Participation in Meetings by Means of Remote Communication.
The Board may authorize meetings to be held solely by means of remote communication, and may authorize Members to participate by means of remote communication in meetings held at a physical location, provided that the Board adopts and the Intergroup implements reasonable measures to:
a. verify that each person participating remotely is a Member or a proxy of a Member;
b. provide each Member participating remotely with a reasonable opportunity to participate in the meeting, including to vote on matters submitted to the Members and read or hear the proceedings substantially concurrently with those proceedings; and
c. record and maintain a record of any votes cast or other actions taken by remote communication at the meeting.
The measures adopted by the Board and implemented by the Intergroup for meetings held by remote communication, or meetings held at a physical location at which remote participation has been approved, shall be documented in the minutes of each meeting at which remote participation is authorized.
Section 2.07. Notice.
Written notice of all meetings of the Members shall be given to each Member by personal delivery, mail, overnight mail, or by electronic mail (“e-mail”). All notices shall be given not less than ten (10) nor more than sixty (60) days prior to the date of any meeting. Regular meetings, including the annual meeting, may be scheduled annually in advance by the Board and no further notice of the date, time, and place of such meetings shall be required. In the event a meeting of Members held solely by means of remote communication or remote participation at meetings of Members is authorized by the Board, the written notice given to Members, or the means used to provide advance notice of regular meetings, shall describe the means of remote communication to be used at such meetings.
The notices sent by mail shall be deemed delivered when deposited in the United States mail, addressed to the Member’s last known address in the records of the Intergroup, postage prepaid. Notices sent by overnight mail shall be deemed delivered when deposited with a reputable overnight carrier. Notices sent by e-mail shall be deemed delivered when sent to the e-mail address provided by the Member to the Intergroup.
Section 2.08. Waivers of Notice; Adjournments.
Notice of a meeting need not be given to any Member who signs a waiver of notice, whether before or after the meeting, or who attends the meeting, including by remote participation, without protesting, prior to the conclusion of the meeting, the lack of notice to such Member of such meeting. Neither the business to be transacted at nor the purpose of any meeting of the Members need be specified in the waiver of notice of such meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned and the means of remote participation, if applicable, are fixed at the meeting being adjourned and if the only business to be transacted at the adjourned meeting could have been transacted at the original meeting.
Section 2.09. Record Date; Voting List.
Only Voting Members in good standing shall be eligible to vote. The Intergroup Secretary shall poll the membership annually and at other times as deemed necessary to determine the number of Voting Members. The record date for determining Voting Members entitled to notice of and to vote at any meeting of Members shall not be less than 10 or more than 60 days prior to the date of such meeting. The Secretary of the Intergroup shall certify a list of Voting Members in good standing and entitled to notice of and to vote at any meeting as of the record date for each meeting. Such list shall be available for inspection at any meeting of the Members upon request by any Member.
Section 2.10. Action Without Meeting.
The Voting Members of the Intergroup may act without a meeting if, prior or subsequent to such action, all of the Voting Members shall consent in writing to such action. Such written consent may be made using e-mail provided the action taken is specifically set forth in the e-mail and reasonable steps are established by the Board to confirm that each Member has signed or otherwise approved the contents of the e-mail. Such written consents shall be filed in the minute book of the Intergroup.
Section 2.11. Quorum; Vote Required; Remote Participation Measures.
In any matter requiring a vote, a quorum exists if 25% of the number of the Voting Members, determined by the most recent poll, is present at the meeting to vote.
Unless otherwise required by the Certificate of Incorporation, these Bylaws or the Act, the act of a majority of the Voting Members at a meeting at which a quorum is present, voting in person or by proxy, shall be the act of the Membership.
With respect to any meeting at which remote participation of the Members has been authorized by the Board, the Board shall adopt, and the Intergroup shall implement, the reasonable measures described in Section 6 of this Article 2.
The measures adopted by the Voting Members and implemented by the Intergroup for remote participation shall be documented in the minutes of each meeting at which remote participation is authorized.
Section 2.12. Inspection of Records.
Any Member may have reasonable access to the books and records of the Intergroup with the consent of the board. Any expenses involved in providing such access must be paid by the requester except as the Intergroup board may otherwise determine.
ARTICLE 3. BOARD OF TRUSTEES
Section 3.01. Powers.
The Intergroup recognizes that the law of the State of New Jersey requires that a nonprofit corporation have a Board of Trustees. It is the will of the Intergroup that both the Voting Members and the Board exercise the power to govern the Intergroup.
Section 3.02. Composition and Tenure.
The Board shall consist of the Officers as described in Article 4 of these Bylaws, certain Committee Chairs and other elected members of the Intergroup, as determined by the Board from time to time.
Elections of Trustees shall be held annually at a meeting of the Members called for such purpose.
Except in the case of resignation or removal under these Bylaws, each Trustee shall hold office until the expiration of his or her term as Officer and the election of his or her successor.
Section 3.03. Resignation and Removal.
A Trustee will be subject to the provisions regarding the resignation and removal of Officers in Article 4 of these Bylaws.
Section 3.04. Annual and Regular Meetings.
Annual and regular meetings of the Board may be held at the registered office of the Intergroup or at such other place or places as the Board may from time to time determine. In addition to the annual meeting, there shall be regular meetings of the Board, held with proper notice pursuant to Section 6 of this Article 3, and not less frequently than each calendar quarter.
Section 3.05. Special Meetings.
Special meetings of the Board may be called at any time by the Chair of the Board, the President of the Intergroup, or on the written request of at least two (2) Trustees. Such meetings shall be held at the registered office of the Intergroup or at such other places as the Board may from time to time determine.
Section 3.06. Notice.
Notice of all meetings of the Board shall be given to each Trustee by personal delivery, mail, overnight mail, or by electronic mail (“e-mail”). All notices shall be given at least ten (10) days prior to any meeting. Regular meetings, including the annual meeting, may be scheduled annually in advance by the Board and no further notice of the date, time, and place of such meetings shall be required.
The notices sent by mail shall be deemed delivered when deposited in the United States mail, addressed to the Trustee’s last known address in the records of the Intergroup, postage prepaid. Notices sent by overnight mail shall be deemed delivered when deposited with a reputable overnight carrier. Notices sent by e-mail shall be deemed delivered when sent to the e-mail address provided by the Trustee to the Intergroup.
Section 3.07. Waiver of Notice.
Notice of any meeting of the Board may be waived by any or all of the persons entitled to notice by written waiver before, during, or after such meeting. Each Trustee attending a meeting without protesting, prior to its conclusion, the lack of proper notice, shall be deemed to have waived notice of the meeting.
ARTICLE 4. OFFICERS
Section 4.01. Officers.
The Voting Members shall elect the following Officers: a President (hereafter referred to as “Chairperson”), a Vice President (hereafter referred to as “Vice Chair”), Secretary, Treasurer, and Technology Chairperson. Elections will be held annually.
Additional Officer positions, position descriptions, and changes to the terms of office will be approved by two-thirds (2/3) of the votes cast by Voting Members at a meeting as governed by these Bylaws.
Subsection 4.01(a): Chairperson.
The Chairperson sets the agendas, leads the business meetings, and rules on points of procedure that arise under these Bylaws or the operating guidelines.
Subsection 4.01(b): Vice Chairperson.
The Vice Chairperson acts as Chairperson in the absence of the Chairperson. The Chairperson may delegate responsibilities to the Vice Chairperson, including the Chairperson’s position as ex officio member of the standing committees, as the Chairperson deems advisable and agreed upon.
Subsection 4.01(c): Secretary.
The Secretary maintains the corporate records, including but not limited to: Minutes of all Board, Assemblies, and Special meetings; committee reports; motions, and election results; Bylaws, Certificate of Incorporation, Operating Guidelines, annual reports, and correspondence with government agencies, except for financial matters that are the responsibility of the Treasurer. The Secretary presides over elections; posts ballots; and collects, tallies, and posts the results of elections and motions. If the Secretary is standing for election to an office, the Chairperson shall perform the election duties or appoint a disinterested third party to do so during that election. The Secretary coordinates with the Technology Chairperson on the electronic storage and maintenance of these records.
Subsection 4.01(d): Treasurer.
The Treasurer maintains the Intergroup’s corporate financial records, tax returns, detailed accounting of receipts and disbursements; and provides summaries and reports to the Intergroup at least quarterly. The Treasurer works with the Finance Committee to prepare the annual budget and present it to the Member Assembly for a vote. The Treasurer receives contributions and maintains the Intergroup’s funds in an account in the name of the Intergroup. With approval of the Board, the Treasurer oversees and maintains any financial professional services.
Subsection 4.01(e): Technology Chairperson.
The Technology Chairperson leads the effort in providing, supporting, maintaining, securing, and enhancing the essential Information Technology needs of the Intergroup, including the OIAA Website, the OIAA Meeting Directory, electronic communications (including email, video conferencing, electronic voting and surveys), and file sharing and collaboration. With approval of the Board, the Technology Chairperson oversees and maintains any technology-related professional services.
Subsection 4.01(f): Alternates.
Officers, except for the Chairperson, may appoint Alternates for their respective positions to assist them in carrying out the responsibilities of office. Alternates are not Intergroup Officers and therefore do not have to give up other service positions they may currently hold. Alternates serving in this capacity do not serve on the Board, and appointing an Alternate does not relieve any Officer from that Officer’s fiduciary duties as a Trustee.
Should any Officer position become vacant, the Alternate will then join the Board and fill the position until the next scheduled election. If there is no Alternate to fill the position, the Board will make an appointment to fill the position until the next scheduled election.
Section 4.02. Eligibility.
Anyone who has served in an OIAA service position is eligible to serve as an Intergroup Officer.
No person may hold more than one Intergroup office at a time, nor may any Officer serve concurrently as an Alternate. No Officer may serve concurrently as an IGR.
All Officers must be at least eighteen (18) years of age.
Section 4.03. Term.
The term of office for all Intergroup Officers is two years. Officers, unless otherwise specified in the Operating Guidelines, may not hold the same office for more than two consecutive full terms.
Section 4.04. Resignation and Removal of an Officer; Vacancies.
An Officer may resign by delivering a letter of resignation in writing to the Intergroup at its principal office or to the Chairperson or Secretary of the Intergroup. Such resignation shall be effective upon receipt or upon such date (if any) as is stated in such resignation.
An Officer may be suspended or removed from office with cause by a two-thirds (2/3) vote of the Board.
Section 4.05. Delegation.
If any officer of the Intergroup is absent or unable to act, and no other person is authorized to act in such officer’s place by the provisions of these Bylaws, the Officers may from time-to-time delegate the powers or duties of such officer to any other Officer it may select.
Section 4.06. Compensation.
No person shall receive compensation for service as an Officer or a Trustee.
Section 4.07. Loans.
No loans shall be made by the Intergroup to any Officer or Trustee unless authorized by the Certificate of Incorporation.
Section 4.08. Execution of Documents.
Those Officers designated by resolution of the Board to sign them may execute contracts, agreements, and engagements on behalf of the Intergroup.
ARTICLE 5. COMMITTEES
Section 5.01 Committees.
The Intergroup shall have the following committees:
Board committees: These committees are standing in nature. They shall consist solely of Trustees, and these committees shall have the power to bind the Intergroup by an action taken. These committees shall have the powers assigned to them by the Board. These committees may be either ad hoc or standing in nature.
Service committees: Service committees may consist of Trustees, Voting Members, and other A.A. members. If these committees have non-Board members, these committees shall not have the power to bind the Intergroup by an action taken. Otherwise, these committees shall have the specific powers assigned to them by either the Board or the Voting Members. Service committees may be either ad hoc or standing in nature.
Section 5.02. Definitions.
For the purposes of these Bylaws, the following definitions apply to committees. These definitions pertain to the duration of committees only and do not pertain to the authority or tasks of a committee.
a. “Standing:” Standing committees are committees that, once created, continue to exist on an ongoing (perpetual) basis until the Board or Voting members, as applicable, pass a resolution to disband such a committee.
b. “Ad hoc:” Ad hoc committees are committees that are created for a specific duration of time. These committees may be created in response to a specific event or for a specific time-limited task. These committees shall exist for the duration of time specified by the Board or Voting Members, as applicable. The Board or Voting Members, as applicable, may vote to extend an ad hoc committee’s duration.
Section 5.03. Creation of Committees.
Committees may be created in the following manner:
a. To create a new standing Board committee, the Board shall submit a proposed committee charter to the Voting Members to be voted on by the Voting Members, in keeping with these Bylaws.
b. The Board may create an ad hoc Board committee by vote of the Board only.
c. Service committees may be created by either the Board or by the Voting Members, in keeping with these Bylaws.
d. Standing Committees may create ad hoc committees by a vote of the committee.
Section 5.04. Dissolution of Committees.
Committees may be dissolved in the following manner:
a. Standing Board committees may be dissolved by either:
1. A two-thirds (2/3) vote of the Voting Members; or
2. A two-thirds (2/3) vote of the Board; subject to final approval by a majority of the Voting Members.
b. Service committees may be dissolved by a two-thirds (2/3) vote of either the Board or the Voting Members.
Section 5.05. Duties of Committees.
All committees shall maintain records of their activities and make at least quarterly reports of those activities to the Board. In addition, all committees shall make at least an annual report to the Assembly.
Section 5.06. Committee Chairs.
All committees shall nominate a candidate for the position of committee chair and submit their nominations to the Board, to be voted on by the Board in keeping with these Bylaws.
a. Responsibilities of a committee chair shall be outlined in a committee charter created by the committee.
b. All committee chairs shall serve a maximum term of two years. No committee chair may serve more than two consecutive terms (or a total of four consecutive years).
c. A Committee Chair can be removed for cause; a Committee Chair may resign at any time.
d. A Standing Committee Chairperson shall relinquish IGR or Alternate IGR status upon election.
Subcommittees. All committees have the authority to create subcommittees and appoint subcommittee chairs.
ARTICLE 6. INDEMNIFICATION
Section 6.01. Indemnification.
The Intergroup shall indemnify, in the manner and to the full extent permitted by the Act, any “corporate agent” of the Intergroup (as such term is defined in Section 15A:3-4 of the Act) who was or is a party to, or is threatened to be made a party to, any “proceeding” (as such term is defined in said Section 15A:3-4), whether or not by or in the right of the Intergroup, by reason of the fact that such person is or was a corporate agent of the Intergroup. Where required by law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination that indemnification of the corporate agent is proper in the circumstances. To the full extent permitted by law, the indemnification provided herein shall include “expenses” (as such term is defined in said Section 15A:3-4) and in the manner provided by law, any such expenses may be paid by the Intergroup in advance of the final disposition of such proceeding. The indemnification provided herein shall not be deemed to limit the right of the Intergroup to indemnify any other person for any such expenses, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Intergroup may be entitled under any agreement, corporation resolution, or otherwise, both as to action in such person’s official capacity, and as to action in another capacity while holding such office.
Section 6.02. Insurance.
The Intergroup shall have the power to purchase and maintain insurance to cover the Intergroup and its Trustees, officers, employees and volunteers, whether or not they may be indemnified pursuant to Section 1 above.
ARTICLE 7. AMENDMENTS
Section 7.01. Two-thirds Vote Required.
The Voting Members may amend or replace these Bylaws or the Certificate of Incorporation by a vote of two-thirds (2/3) of the Voting Members present at a meeting at which there is a quorum
ARTICLE 8. AGENTS
The Board may appoint such agents, with such powers and to perform such acts and duties on behalf of the Intergroup, as the Board may determine from time to time.
ARTICLE 9. CONFLICTS OF INTEREST
It is recognized that occasions may arise when a Member, an Officer, or a Trustee of the Intergroup, or another interested person (as defined in the Intergroup’s Conflict of Interest Policy) has a financial interest or has a familial relationship with a person who has a financial interest in a contract or transaction involving the Intergroup. In such cases, the contract or transaction shall be considered by the Board strictly in accordance with the provisions of the Intergroup’s Conflict of Interest Policy.
ARTICLE 10. GENERAL PROVISIONS
Section 10.01. Construction.
Unless these Bylaws expressly or by clear construction or implication so provide, nothing contained in these Bylaws is intended to or shall limit, qualify, or restrict any power or authority granted or permitted to nonprofit corporations by the Act. References in these Bylaws to the Certificate of Incorporation shall include all amendments thereto unless specifically excepted. Should any of the provisions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions shall be unaffected by such holding.
Section 10.02. Books and Records.
The Intergroup shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its Board and committees; and shall keep at its registered office or principal place of business, a record of its Trustees/Officers, names and addresses of all Trustees/Officers, a copy of the application for tax exemption, with all correspondence to and from the Internal Revenue Service (“IRS”) in connection with the application, and a copy of the annual reports of the Intergroup filed with the IRS. Such records must be disclosed to the public upon request in accordance with IRS public disclosure requirements.
Section 10.03. Checks and Bank Accounts.
The monies and other assets of the Intergroup shall be deposited in the name of the Intergroup in such bank or banks or financial institution(s) or trust companies as the Board shall designate, and shall be drawn from such accounts with proper signatory authority, as shall be determined by resolution of the Board.
Section 10.04. Fiscal Year.
The fiscal year for the Intergroup shall be from January 1 through December 31.
ARTICLE 11 – VOLUNTARY DISSOLUTION
Section 11.01. Vote for Voluntary Dissolution.
A vote for dissolution of the Intergroup requires a two-thirds (2/3) vote of Trustees and of Members present at a meeting called for that purpose.
These Bylaws were adopted by resolution of the Voting Members of the Intergroup on September 10, 2022.