BY-LAWS OF LAMBDA NORTH I. NAME The name of the corporation is Lambda North II. LOCATION III. PURPOSE A. To provide a meeting place primarily for gays, lesbians, bisexuals and transgenders in recovery, who are members of this club, and a place where contributing Alcoholics Anonymous and other special interest 12-step programs may hold meetings in accordance with the Twelve Steps and Traditions of Alcoholics Anonymous. B. To attract the Gay and Lesbian newcomer into Alcoholics Anonymous and other 12-step programs, and to foster his/her interest in the Alcoholics Anonymous and other 12-step programs. C. To provide facilities for meetings, conferences and communications between groups and service organizations of Alcoholics Anonymous and other 12-step programs. D. The services provided shall be exclusively of a charitable and educational nature and will be within the bounds of Section 501(c)3 of the Internal Revenue Service Code of 1954. IV. MEMBERSHIP A. REQUIREMENTS OF MEMBERSHIP are: 1. Membership in Alcoholics Anonymous or other 12-step programs. 2. Minimum 30 consecutive days clean and sober, or active member in another 12-step program and a desire to participate in the Club's activities. 3. Payment of dues. 4. Must be eighteen (18) years of age or older. 5. Agree to abide by the rules and regulations affecting the operating of the Club. 6. Membership is not transferable. NOTE: Membership shall in no way be conditioned upon or affected by race, color, national origin, age, creed or sexual orientation. B. Members who are in good standing shall be eligible to vote at the annual meetings and any specially called general membership meeting. Good standing shall be measured by periods of continuous sobriety or recovery and current payment of dues; that is with no more than one (1) month's dues in arrears. For the purpose of voting, dues for the current month must be paid no later than fourteen (14) days prior to the meeting. C. Collection procedures for payment of dues and amount will be established by the Board of Directors. Any increase in dues must be presented to the general membership and approved by two-thirds (2/3) of the members present. Until the next general membership meeting, dues will remain constant. D. Members shall be able to participate in all Club functions at a discount price as approved by the Board. E. Members participate in all of the Club's affairs, assist new members, and provide service for the Club in accordance with the Steps and Traditions of Alcoholics Anonymous. Members are expected to help insure friendly hospitality to visitors and groups at the Club's facilities and help maintain these facilities in an orderly condition. F. Members may resign at any time and dues will not be refunded. Non payment of dues is not considered a resignation. G. A member who resigns may rejoin the Club after meeting the original requirements and shall acquire voting and other privileges on the same basis as the original membership. Members who have more than once previously resigned, who have been requested to resign or terminated, may be readmitted to membership only upon direction of the Board of Directors. Unless specifically requested by the member, all dues will be applied following the last paid month on record. H. Steps for forced termination are: 1. The Board will send a letter to the member with detrimental conduct. 2. If the member fails to respond, he/she will automatically be terminated. 3. It is up to the Board to define detrimental conduct after they have heard the member and the charges. In order for the member to be terminated against his/her wishes, the Board must reach a majority decision. 4. Consequences of detrimental conduct may be a warning, suspension, or revocation of membership. 5. If the member disagrees he/she may appeal the Board within seven (7) days and the Board needs to reach a unanimous vote. 6. Good membership status shall be suspended upon the receipt of the Board letter. I. Scholarships are available to those wishing to join the club and are unable to meet the financial requirements. Scholarship recipients must meet the following: 1. A letter stating his/her commitment to Lambda North, Inc. 2. A letter of good character from the applicants sponsor or from a member in good standing. 3. A commitment to perform reasonable service during the month of scholarship, to be a period of no less than two (2) hours. All scholarships shall remain confidential. The decision to grant will be considered by no less than three Board members, consisting of the President or Vice President, the Membership Director, and one other Board Member. In the case of the above member requesting a scholarship, the decision must be made by three other Board members. V. GOVERNMENT A. General Policies 1. In order to establish and maintain a consistent policy in governing the Club, the TWELVE TRADITIONS OF ALCOHOLICS ANONYMOUS will provide the basis for common law. 2. Members of the Club are welcome to attend Board meetings as participating observers during a good and welfare section limiting discussion to five (5) minutes. B. The Board of Directors shall be the governing body of the Club, hereinafter referred to as the Board. The Board shall consist of nine (9) members. The procedure for the election of the Board shall be as follows : 1. The executive committee will consist of the President, Vice President, Senior Treasurer, Assistant Treasurer, and Secretary. A majority vote of the Executive Committee may implement Emergency Policies of the club. 2. The Executive Committee shall be elected on a two-year cycle. i. The President and Senior Treasurer shall be elected in January of even numbered years. ii. The Vice President, Assistant Treasurer, and Secretary shall be elected in January of odd numbered years. 3. Vice President is to replace the president for the following term. Whenever possible, the president and Vice President will be one male and one female. 4. The President shall have a minimum of four (4) years of recovery, and the Vice President shall have a minimum of three (3) years of recovery. 5. The Senior Treasurer and the Assistant Treasurer shall be elected on alternating years, as one of the duties of the Assistant Treasurer is to replace the Senior Treasurer the following term. 6. The Secretary shall be elected to a two year term or to finish out an uncompleted term. 7. Four (4) at-large board positions will be elected at the annual meeting to serve a one (1) year term. i. The President will make Board appointments. ii. An individual may be re-elected to an at-large position for no more than one (1) additional year. iii. An individual may serve in an Executive Board position, if elected, following one (1) term in office. 8. No individual may be elected to more than three (3) consecutive years in office. C. Requirements for Board membership shall be: 1. All members shall have a minimum of one (1) year recovery. 2. All members shall have been club members for six (6) months. For purposes of being elected to the Board of Directors at the annual membership meeting all members shall be current in their membership dues and is prohibited from paying back dues in order to be elected to the board. 3. Three (3) members shall have at least three (3) years each of recovery. 4. The majority of the Board shall have had Club membership for one (1) year, 5. That he/she is willing to break his/her anonymity insofar as the operation of the club is concerned. D. Nominations 1. Any persons interested in seeking election to the Board shall submit their name and qualifications to a nominating committee no less than thirty (30) days before the next annual meeting and be present at said meeting. 2. Nominations may be taken from the floor during the election meeting, provided that the nominee is present and is accepted by at least two-thirds (2/3) of the members present and voting. E. Board Meetings 1. The Board shall meet at least once each month with the designated monthly meeting being held within the first twenty-one (21) days of each month; except that the first meeting of each new Board to appoint new officers shall be held within ten (10) days after the election. 2. The Executive Committee may meet once a month to make decisions regarding the daily operation of the corporation, subject to review at the next regular monthly meeting of the Board. 3. At least ten (10) day written notice or telephone notice will be given each member of the Board as to the meeting place, time and date for each regular Board Meeting. 4. Notice of Board meetings must be posted in the Clubhouse on the bulletin board. 5. All members of the Board should be present at all meetings. Failure to be present at two (2) consecutive meetings without due cause, or failure to meet requirements of Section V, can result in forfeiture of Board position. 6. The Board shall conduct business on not less than a majority vote of no fewer than five (5) Directors present at a meeting. 7. Special Meetings of the Board may be called by the President at any time; all members must be given at least three (3) days written or telephone notice of such meetings and it must be posted on the Clubhouse bulletin board. 8. Should the President be absent or unable to call a meeting, a special meeting may be called by a minimum of three (3) Board members. 9. A quorum for any special meeting will be no less than six (6) Board members. 10. “Robert's Rules of Orders" will be used as a guide for conducting the Board meeting, and a copy shall be available at each Board meeting. F. In the event an elected member of the Board resigns, retires, or a vacancy is created for any reason whatsoever (i.e. not maintaining continuous recovery or not maintaining membership by payment of dues), the President of the Board shall make appointments and/or adjustments to the current Board, with the approval of the majority of the Board. G. Removal of Directors 1. Any Director who acknowledges a personal relapse during his/her term of office shall immediately resign. 2. Any Director who is guilty of conduct considered detrimental to the Club or its members shall immediately resign. 3. In the event any such Director fails to resign, the President or Vice-President can ask the Board of Directors to remove said director from the board, and by a vote of 5 of the 9 directors, his/her term is immediately terminated, or he/she may be removed at a membership meeting called by a majority of the Board held for that purpose after not less than ten (10) days written notice. 4. Upon the affirmative vote of two-thirds (2/3) of the Club's members present and voting by secret ballot, the Director's term shall be immediately terminated. 5. If a member presents a petition to the Secretary signed by no fewer than ten (10) members or ten percent (10%), whichever is the greater number, of all the members in good standing and eligible to vote requesting a roll of the membership for the purpose of recalling any Director, the Secretary shall provide the member with a current list of members in good standing together with their last known addresses except for those members who request that their names not be given out. Such a list shall be provided not more than fourteen (14) days after the request. 6. Members may recall a Director by petition for that purpose signed by a majority of the members in good standing, then presenting to the Board of Directors. 7. The President shall give not less than ten (10) days written notice to all members in good standing at their last known addresses, stating the time and place of the meeting and the name of the Director for whose removal such a meeting is being called. 8. Such a special meeting shall be called by the President not more than twenty-one (21) days after the petition is presented to the President. Upon the affirmation vote of the two-thirds (2/3) of the eligible members present and voting at the meeting, the Director's term shall be immediately terminated. 9. The Presidents Advisory Council shall be composed of the Past Presidents of the Board of Directors of Lambda North, Inc. The Council shall be invited to meet with the present Board of Directors at least once yearly and shall provide an excellent and important resource for advice and counsel. VI. OFFICERS A. PRESIDENT 1. The President shall be the principal executive officer of the club and shall oversee the Board of Directors. 2. Shall in general manage, supervise, and control all of the business affairs of the Club. 3. The President must sign, with the Secretary or any other proper officer of the Club thereunto authorized by the Board of Directors of these By-Laws, certificates, deeds, policies of insurance, contracts, investments, certificates, or other instruments which the Board has authorized to be executed, except in cases where signing the execution thereof shall be expressly delegated by the Board or the By-Laws to some other officer or agent of the Club, or shall be requested by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. 4. Nothing herein shall authorize the officers of the Board to take any action inconsistent with these By-Laws. B. VICE-PRESIDENT 1. In the absence of the President or in the event of his/her death or inability or refusal to act, the Vice-President shall perform the duties of the President and, when so acting shall have all the powers of and be subject to all the restrictions upon the President. 2. The Vice-President may sign, with the Secretary, certificates or other forms and shall perform such duties as shall from time-to-time be assigned to him/her by the President. 3. The Vice-President shall work in conjunction with the President overseeing the day- today operations of the Club 4. The Vice-President coordinates the President's Council Advisory Committee meeting once a year. 5. The Vice-President shall oversee the Lambda North, Inc. Anniversary Event. 6. The Vice-President shall automatically become President in the next consecutive year, and when possible, shall be the opposite sex of the President. 7. The Vice-President shall serve as the Sergeant-At-Arms at all meetings of the Board and/or the general membership. 8. The Vice President shall have served the previous year in any Board position if possible. Whenever possible they should have a minimum of 1 year's experience previously serving on any recovery organization Board. C. SECRETARY 1. The Secretary shall act as the principal recording officer of the corporation. 2. The Secretary shall be responsible for the following: i. Attend and keep the minutes of the Board Meetings, Executive Committee and Club Membership meetings. ii. The Secretary shall record all votes not taken at the regular Board of Directors meeting at the next regular Board meeting. iii. Post a summary of the Board minutes within ten (10) days following the regular monthly Board meeting. iv. See that all notices are posted in accordance with the provisions of the By-Laws. v. Be responsible for all correspondence. vi. Sign with the President and Vice-President any forms, the issuance of which shall have been authorized by resolution of the Board. vii. In general perform all duties incidental to the office of Secretary and such duties as from time-to-time may be assigned to him/her by the President of the Board. viii. The Secretary shall maintain voicemail communication and report any subsequent issues to the Board of Directors as needed in a timely manner. D. SENIOR TREASURER 1. The Senior Treasurer shall be the principal financial officer of the corporation, and as such, shall be responsible for the overall financial assets of the Club. 2. The Senior Treasurer shall make all disbursements for expenses, record all deposits as reported by the Assistant Treasurer, and in general keep and maintain all financial records of the Club. 3. The Senior Treasurer shall report monthly to the Board of Directors and at all General membership meetings the financial condition and cumulative yearly status. 4. Prepares the end of the month reports of categorized deposits in conjunction with the Assistant Treasurer. 5. Ensures proper distribution of all reports to the Board. E. ASSISTANT TREASURER 1. The Assistant Treasurer shall work in conjunction with the Senior Treasurer maintaining the financial records. 2. The Assistant Treasurer shall be responsible for the collections and depositing of all moneys and shall report this information to the Senior Treasurer in a timely manner. 3. The Assistant Treasurer shall be responsible for the following: i. Collection of rent from all groups and meetings. ii. Collection of any accounts receivable. iii. Reporting to the Board any situation regarding overdue accounts. iv. Empties the soda machine weekly and deposits said monies into the operating account. v. Prepares bank deposits and deposits the moneys weekly into the proper accounts. 4. The Assistant Treasurer shall work in conjunction with the Senior Treasurer, and shall automatically become the Senior Treasurer in the next consecutive year. F. DIRECTORS AT LARGE 1. The Directors at Large shall consist of the following positions: i. Building Affairs: Issues with building. ii. Membership Affairs: Responsible for membership issues. iii. Operations: Issues with day to day clubhouse operations. iv. Activities: Works with Membership to coordinate clubhouse functions and fundraising. 2. The Directors at Large attend the regular monthly Board meetings, the President's Council Advisory Committee meetings, and all general membership meetings. 3. The Directors at Large shall be responsible for the following: i. Make recommendations for action regarding the Club ii. Assist any and/or all of the officers when requested to do so iii. Oversee and serve on special committees as designated by the Board iv. Vote on all action taken by the Board. 4. The Directors at Large shall, in general, serve as liaison with the general membership, as well as encouraging new recovery participation in the growth of the club, including recruitment of new members. VII. COMMITTEES A. STANDING COMMITTEES 1. Each at-large director supervises a committee to assist with the operation of the club, creating four (4)-standing committees. 2. It is the responsibility of each at-large director to nominate a committee chair for approval by the majority of the Board at the first monthly meeting following the annual general membership meeting. 3. Each committee chair shall then organize and oversee his/her committee and shall be responsible to the appropriate at-large director. 4. Regular reports from each committee shall be presented at the regular monthly meeting of the board by the appropriate at-large director. B. NOMINATING COMMITTEE The nominating committee shall be appointed by the President and approved by the majority of the Board. C. SPECIAL COMMITTEES Additional committees may be appointed for special purposes at the discretion of the President and with the approval of the majority of the Board. D. COMMITTEE OPERATION 1. The Chair of any committee must have a minimum of one (1) Years recovery. 2. The Chair of any committee must be a member in good standing of the Club during his/her term of service. 3. All committee functions and/or operations are subject to review by the Board. 4. No committee shall act in a manner inconsistent with the Board or these By-Laws. 5. Any committee chair or committee member who is guilty of conduct considered detrimental to the Club or its members, or acts outside the authority of the Board shall immediately be dismissed. VIII. FINANCIAL POLICIES A. GENERAL POLICIES The club shall cover all required expenses for the general operation of the facilities. B. GROUP FINANCIAL POLICIES 1. Each group shall be responsible for regular payment of rent for the utilization of the Club. 2. Rent shall be collected as follows: i. Small Room #3-southern face of the clubhouse: flat rate of $15.00 per meeting ii. Back Room #2-northwest face of the clubhouse: flat rate of $20.00 per meeting iii. Main Room #1-flat rate of $35.00 per meeting iv. New Room #4-flat rate of $10.00 per meeting 3. All monies collected in excess of rent will automatically be considered a donation to the clubhouse. Lambda North does not maintain prudent reserves for any of the individual groups meeting therein. 4. Any change in rates must be posted 30 days in advance. 5. A group using more than one room shall incur rent on all rooms used. 6. Upon a vote of the majority of the Board, rent may be adjusted to meet special considerations, such as groups with multiple meetings, advance payment of rent, etc. (15.5 percent discount for groups that meet a minimum of five (5) times per week). 7. Any group wishing to change meeting rooms must request the change in writing to the Board for their approval before moving. 8. The Club will maintain a reasonable inventory of coffee and related supplies, which will be provided free of charge one half (1/2) hour before and until one half (1/2) hour after meetings to persons attending Alcoholics Anonymous and other 12-step meetings. Additional coffee and related supplies shall be the responsibility of the groups. 9. Each group shall be responsible for its own literature and all other related materials. 10. Each autonomous Alcoholics Anonymous and 12-step groups utilizing the Club shall be responsible for maintaining records regarding the payment of rent. 11. Failure to pay Rent: i. Any Group falling more than fifteen (15) days in arrears shall be given written notice regarding the failure to pay rent ii. Any Group failing more than thirty (30) days in arrears shall be given a second written notice and will be subject to review by the Board. iii. Any Group falling more than forty-five (45) days in arrears shall be given a final written notice and dismissed from the facilities. iv. The President shall give written notification to the last known trusted servant of the group, informing him/her of the action. v. A group may appeal such dismissal within ten (10) days by giving written notice to the President. Upon receiving such notice, the dismissal shall be temporarily suspended for review at the next regular board meeting. vi. Upon the affirmative vote of 5 of the 9 directors, the dismissal will stand and the meeting shall be removed from the schedule. C. CORPORATE FINANCIAL POLICIES 1. A general checking account shall be maintained with two (2) of the three (3) authorized signatures being required on each check. Signatories of the said account shall be the Senior Treasurer, the President and the Vice-President. 2. A financial report must be given at each monthly board meeting by the Senior Treasurer, and as necessary, at the request of the President of the Board at any time 3. The books of the Board shall be open and available for inspection by the current Board members or by any accountant so appointed by the Board for that purpose at any time. 4. The accountant must file our taxes yearly with the IRS. Also the accountant must file necessary forms with Florida State Department of Agriculture yearly. D. CORPORATE EXPENDITURES 1. Any and all expenditures of the Club (other than any normal operating expenses) at a cost in excess of one hundred dollars ($100.00) and below two hundred dollars ($200.00) must be approved by a majority of the Executive Committee and approval must be recorded in the minutes of the next monthly Board meeting. 2. Any and all expenditures of the Club in excess of two hundred dollars ($200.00) must be approved by a majority of the Board and approval must be recorded in the minutes of the Board meeting. 3. Should it become desirable or possible, a separate money market account shall be maintained not to exceed twenty five thousand dollars ($25,000) or roughly 4 months of operating expenses. This will cover any emergencies not provided for in the Operating Account as determined by the Board of Directors. Signature requirements for such account shall be the same as those outlined in Section VIII, C of these By-Laws. IX. OPERATION OF THE CLUB A. New Alcoholics Anonymous and other 12-step groups are encouraged. All new groups must be comprised of a steering committee consisting of not less than three (3) trusted servants who commit to the responsibility of that meeting for a minimum of six (6) months. B. All groups must have at least three (3) trusted servants on file with Lambda North, Inc., as being the member(s) responsible for the group. It is the group's responsibility to revise said list when the trusted servants for the group change. C. All group activities at the Club fall under the general direction of the Board. Each group must agree to comply with the By-laws of the Club, and with the posted Operating Regulations. D. Should any group, fail to comply with the By-laws of the Club and/or with the Operating Regulations, the Board of Directors shall take appropriate action. E. Other Social Functions and Meetings: 1. Social functions and meetings, other than Alcoholics Anonymous or other 12-step groups as otherwise provided herein, for dues paying members of the Club, shall not interfere with any individual Alcoholics Anonymous or other 12-step group meeting, unless so approved by the group's conscience consent. 2. Rent shall be charged at the discretion of the board, but at a rate not less than the regular group room rate. 3. 12-Step Group Meetings, whether already existing or newly formed and approved by the Board, take precedence over any other function. F. Real Estate owned by Lambda North, Inc. cannot be sold without approval from the majority of the General Membership. X. OPERATING REGULATIONS A. The meeting room will be used for specified Alcoholics Anonymous or other 12-step programs no longer than one half (1/2) hour before the designated meeting time and until one half (1/2) hour after the close of the meeting or unless otherwise directed by the Board. B. All regular meetings will be scheduled through and approved by the Board. They will be posted by the Board to eliminate conflicts. C. Groups desiring to hold special meetings, steering committee meetings, special events, etc. may do so with the knowledge and permission of the Board. All social functions and meetings must submit requests for use of the facilities in writing to the Board no less than thirty (30) days in advance, for review and approval at the regular monthly Board meeting. D. Emergency requests may be submitted in writing to the President for consideration and approval. All such requests shall be reviewed and recorded in the minutes at the next monthly Board meeting. E. It is the responsibility of each group utilizing the facilities to follow the procedure outlined in the house rules as posted. FAILURE TO ABIDE BY THE POSTED HOUSE RULES WILL RESULT IN DISCIPLINARY ACTION AT THE DISCRETION OF THE BOARD. F. A twenty-five dollar ($25.00) fine will be charged, in addition to any regular rental fees, to any group that fails to comply with the house closing procedures. G. No one is to remain in the Club after meetings or other functions,, unless he/she has a valid reason to be there. H. No one is to live in, sleep at, or participate in any unauthorized activity in the Club or on its property at any time. I. Only certified service animals are allowed on the premises. XI. MEMBERSHIP MEETING A. In addition to the regular annual meeting (which will be within thirty (30) days of the end of the fiscal year), membership meetings may be called at anytime as directed by the Board with no less than ten (10) days posted notice which shall state the purpose of the meeting. In case of emergency, a membership meeting may be held on such notice as is reasonable under the circumstances. Upon presentation to the President or Vice-President of a petition of the kind provided with respect to recall of Directors, they may petition for a meeting except as noted in Section V, G of the By-laws. If a majority of voting members petition for a meeting, a meeting shall be called within ten (10) days. No business shall be conducted when the presiding officer finds, and states for the record that unusual circumstances have prevented or delayed a substantial number of normally expected members from being in attendance at a business meeting. No business meeting shall be conducted if attendance at a meeting is less than twenty-five percent (25%) of the qualified voting membership. B. VOTING All votes for the membership shall be by a majority of those present. In addition to election and recalls, votes shall be by secret ballot whenever the presiding officer at his/her discretion so decides or such a motion by voting members is adopted. There shall be no vote by proxy. XII. AMENDMENTS A. The By-laws may be amended by a vote of two-thirds (2/3) majority of those attending the membership meeting who are members in good standing. B. The Membership must have received thirty- (30) days posted notice of amendments. C. New amendments proposed at a membership meeting will be mailed to the club members, and the vote will be taken at the next membership meeting. A proviso may be made to cover the period of time during which the amendment is pending. XIII. DISSOLUTION A. In the event of the complete or partial liquidation or dissolution of the Club, whether voluntary or involuntary, no member, director or officer shall be entitled to any distribution or division of the Club's property or its proceeds, and the balance of all money and other property received by the Club from any source shall, after the payment of all debts and obligations of the corporation, be distributed and paid over by the Board of Directors to other related charitable 501(c)(3) organizations with such designations to be determined by a vote of the Board of Directors and President's Advisory Council to be held at the time of said liquidation or dissolution. XIV. CERTIFICATION A. The Club's Secretary shall certify the contents of these By-Laws and any amendments by affirming his/her signature appending thereto showing the date of their adoption by the General Membership.