Amended August 2010

ARTICLE I 

PURPOSE AND OFFICE

1.1    PURPOSE: The purpose of the Association shall be the administration and coordination of Alcoholics Anonymous (A.A.) activities common to the various groups comprising the Association’s membership.

1.2    OFFICE:    The Association shall maintain its office within the Pennsylvania counties of Bucks, Chester, Delaware, Montgomery or Philadelphia

ARTICLE II

MEMBERS, REPRESENTATIVES AND ZONE MATTERS

2.1    MEMBERSHIP:    The membership of the Association shall consist of each presently registered A.A. group and any future registered A.A. Group located in the five county area of Philadelphia, Bucks, Chester, Delaware and Montgomery counties of Pennsylvania and which shall have elected or which shall elect to participate in the Association in such form as the Steering Committee may from time to time direct. Suchelection shall be evidenced by giving notice to the Association. The Association shall prepare and maintain a record of all member groups.

2.2    REPRESENTATIVES AND ALTERNATE REPRESENTATIVES: Each member group of the Association shall designate or elect one person to serve as representative of the member group to represent such group in the affairs of the Association. Each member group may also designate or elect an alternate representative. The name and address of each representative and alternate of existing member groups elected or designated to serve shall be registered with the Association as soon as practical, but at least by the first business meeting attended. No person may serve concurrently as a representative or alternate of more than one member group.

2.3    ZONES, MEETINGS AND COORDINATION: For purposes of the Association, each of the Pennsylvania counties of Bucks, Chester, Delaware, Montgomery and Philadelphia shall be designated a separate Zone which shall consist of all registered groups geographically located within the respective Zone (‘Zone Groups’). With the consent of the Steering Committee, a majority of registered representatives of Zone Groups in each respective Zone may hold meetings within the respective Zone as necessary and appropriate to participate in the activities and affairs of the Association. The method or manner of such participation may be by teleconferencing or otherwise as approved by the Steering Committee. Each of the Zone Groups shall from time to time elect persons to serve as Zone Coordinator and Alternate Zone Coordinator who shall be responsible to coordinate the activities of the respective Zone Groups with the Association. Each Zone Coordinator shall also serve as a member of the Steering Committee and, in case of his or her absence, the Alternate Zone Coordinator shall so serve.

ARTICLE III

MEETINGS OF REPRESENTATIVES

3.1    REGULAR MEETINGS: Regular meetings of representatives shall be held at 7:00 P.M. on the second Monday of every month unless another time and/or date is designated by the Steering Committee of the Association and notice thereof is given to each representative or alternate.

3.2    SPECIAL MEETINGS: Special meetings of representatives may be called at any time (other than a regular meeting date) by a majority of the Steering Committee or by written request of at least 25% of member groups received at the Association’s office.

3.3    NOTICE OF MEETINGS: Notice of any change in regular meeting dates or of each special meeting shall be given in writing to each representative and alternate at their current registered address with the Association at least two weeks prior to the date or revised date of such meeting.

3.4    PLACE OF MEETING: All meetings of representatives shall be held at the respective zone locations of the Association, unless another place is designated by the Steering Committee in a notice to representatives and alternates.

3.5    QUORUM; ADJOURNMENT:    The presence of 1/5th (20%) of registered representatives or alternates from member groups shall constitute a quorum for the purpose of conducting business at a meeting or representatives. If a quorum is not present at a duly scheduled or announced meeting, the meeting shall be adjourned to a time and place specified by the Chairperson in a written notice to representatives and alternates given in the manner provided in Section 3.3 hereof. At such adjourned meeting, the presence in person of representatives or alternates from at least 1/10th (10%) of the member groups shall constitute a quorum.

3.6    VOTING: Every member group represented at a meeting by a currently registered representative or alternate shall be entitled to one vote on each matter brought before the meeting, such vote to be exercised either by the representative or alternate. Unless otherwise specified in Article X-Amendments to By-Laws, the favorable vote of a majority of those present and entitled to vote shall be sufficient to approve any matter brought before the meeting.

ARTICLE IV

STEERING COMMITTEE

4.1    COMPOSITION: The steering Committee of the Association shall consist of the following officers of the Association: Chairperson, Vice Chairperson, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, and each of the Directors and Assistant Directors of the permanent committees, and the non-voting Chairperson of the Archives Special Committee and each duly elected Zone Coordinator or, in the absence of any such Zone Coordinator, the respective Alternate Zone Coordinator.

4.2    PERSONAL LIABILITY: A member of the Steering Committee shall not be personally liable for monetary damages for any action taken, or any failure to take any action, as a member of the Steering Committee except to the extent that a law liability for monetary damages may not be limited.

4.3    ELECTION OF STEERING COMMITTEE: Subject to the provisions of Section 4.6 of these by-laws, the representatives at the October meeting shall elect a Vice Chairperson, an Assistant Secretary, an Assistant Treasurer, an Assistant Director of Treatment Facilities, an Assistant Director of Prisons, and Assistant Director of Public Information, an Assistant Director of the Unity Committee, and Assistant Director of the Cooperation with the Professional Community Committee, and an Assistant Director Interphone Committee to serve in those capacities for one year, effective November 1st and will serve the succeeding year as Chairperson, Secretary, Treasurer, Director of the Treatment Facilities Committee, Director of the Prisons Committee, Director of the Public Information Committee, Director of the Unity Committee, Director of the Cooperation with the Professional Community Committee, and Director of the Interphone Committee. Any nominee not present at the October meeting may not be elected.

4.4    QUALIFICATIONS; REMOVAL: All members of the Steering Committee must be continuously sober for at least one year, must meet such additional sobriety and service requirements as may be established from time to time by the Association and shall be subject to removal or recall by a majority vote at a duly constituted meeting of the representatives, held after notice of the proposed action has been sent to the affected member. Each member of the Steering Committee is expected to be present at the Steering Committee and Intergroup Representative meetings. If there are three (3) or more unexcused absences in any calendar year, the member is disqualified from serving on the Steering Committee. Pre-notification of an absence can only be made to the Chairperson, Vice Chairperson and Office Manager.

4.5    RESPONSIBILITIES: The Steering Committee shall be responsible to conduct, manage and direct the affairs of the Association subject to instructions by members adopted by a formal resolution of representatives at a duly constituted meeting.

4.6    RESIGNATION; VACANCIES: Any member of the Steering Committee may resign by giving written notice to the Chairperson or the Secretary. Except in the case of the Chairperson, any vacancies in the Steering Committee because of death, resignation, removal or any other cause may be filled by the Chairperson, subject to approval of a majority of the remaining members of the Steering Committee. A vacancy in the office of the Chairperson, for any reason, shall be filled by an individual elected by a majority vote of the incumbent members of the Steering Committee.

4.7    REGULAR MEETINGS: Regular meetings of the Steering Committee shall be held at the Association’s office on the Wednesday preceding the representative’s meeting of each month unless another time or date is designated by the Chairperson of the Association and notice thereof is given to each member of the Steering Committee.

4.8    SPECIAL MEETINGS: Special meetings of the Steering Committee shall be held at the Association’s office upon call by the Chairperson or, in his/her absence, the Vice Chairperson upon notice to each member of the Steering Committee.

4.9    QUORUM; VOTING: The presence in person of a majority of the members of the Steering Committee then in office at any meeting shall constitute a quorum for the purpose of conducting all business coming before such meeting. Unless otherwise specified in these By-Laws, the favorable vote of a majority of the members present at any meeting at which a quorum is present shall be sufficient to approve any matter brought before the meeting.

ARTICLE V

OFFICERS AND EMPLOYEES

5.1    DESIGNATION: The officers of the Association shall be the persons elected as such at a meeting of representatives and currently serving as the Chairperson, Vice Chairperson, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, and the Directors and Assistant Directors of each permanent committee of the Association together with the Office Manager.

5.2    THE CHAIRPERSON: The Chairperson shall be the chief executive office of the Association and shall have supervision over the affairs of the Association subject to the Steering Committee.

5.3    THE VICE CHAIRPERSON: The Vice Chairperson shall perform the duties of the Chairperson in the absence of the Chairperson and shall perform such other duties as may be assigned by the Steering Committee or the Chairperson.

5.4    THE SECRETARY: The Secretary shall attend all meetings of the representatives and of the Steering Committee and shall record the minutes of such meetings and the votes taken thereat and shall perform all duties incident to the office of Secretary.

5.5    THE ASSISTANT SECRETARY: The Assistant Secretary shall assist the Secretary in the performance of the duties of Secretary and shall perform such duties in the absence of the Secretary.

5.6    THE TREASURER: The Treasurer shall have or provide for the custody of the funds or other property of the Association; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the Association; shall deposit all funds in his or her custody as Treasurer in such banks or other places of deposit as the Association may from time to time designate; shall, whenever so required by the Association, render an account showing all transactions as Treasurer and the financial condition of the Association; and, in general, shall discharge such other duties as may from time to time be assigned by the Steering Committee or the Chairperson.

5.7    THE ASSISTANT TREASURER: The Assistant Treasurer shall assist the Treasurer in the performance of the duties of the Treasurer and shall perform such duties in the absence of the Treasurer.

5.8    THE DIRECTOR OF A PERMANENT COMMITTEE: The Director of each Permanent Committee shall be responsible to assure performance of the purposes of the Committee including the attraction and direction of Committee members.

5.9    THE ASSISTANT DIRECTOR OF A PERMANENT COMMITTEE: The Assistant Director of each Permanent Committee shall assist the Director in the performance of the duties of the Director of such Committee and shall perform such duties in the absence of the Director.

5.10    THE OFFICE MANAGER: The Office Manager shall be the principal operating officer of the Association and shall be employed by the Association on a full time salaried basis. The Office Manager shall be a member of A.A. with a minimum of five years continuous sobriety and shall conduct the operation of the Association’s office and shall perform duties as may be specified from time to time by the Steering Committee. A vote of 2/3rds of all members of the Steering Committee then in office shall be required to remove the Office Manager from office.

5.11    OTHER EMPLOYEES: The Association shall employ employee(s) on a full or part-time basis as deemed necessary by the Steering Committee. The selection of the person(s) to fill this/these positions shall be made by the Office Manager and approved by the Steering Committee. Each such employee shall be a member of A.A. with two years or more continuous sobriety and shall assist the Office Manager in the performance of such duties as usually pertain to this office and such additional duties as may be specified from time to time by the Steering Committee at the direction of the Chairperson. Each employee may be removed from employment by the Office Manager with the approval of the Steering Committee.

ARTICLE VI

PERMANENT COMMITTEES

6.1    IDENTITY AND COMPOSITION: The Association shall have six permanent committees which shall be: the Treatment Facilities Committee; the Prisons Committee; the Public Information Committee; the Unity Committee; the Cooperation with the Professional Community Committee; and the Interphone Committee. Each such committee shall consist of the Director and Assistant Director of the committee and such other members of A.A. who shall elect to join and serve on the committee.

6.2    THE TREATMENT FACILITIES COMMITTEE: The functions of the Treatment Facilities Committee shall be to establish and oversee the conduct A.A. meeting in various hospitals, rehabilitation centers and other treatment facilities in the five county area in coordination with and at the request of the directors or officials of such facilities. The Treatment Facilities Committee shall meet monthly at the offices of the Association on the day set by its existing committee.

6.3    THE PRISONS COMMITTEE: The Prisons Committee shall arrange for and oversee the conduct of A.A. meetings in the various correction facilities and detention centers located in the five county area at the request of and in coordination with the facilities officials. The Prisons Committee shall meet monthly at the offices of the Association on the day set by its existing committee.

6.4    THE PUBLIC INFORMATION COMMITTEE: The Public Information Committee shall, on request, provide information to the public about A.A. and the A.A. recovery program through presentations in schools, to churches and service groups, at health fairs and to other non-A.A. groups within the five-county area keeping in mind the principle of attraction rather than promotion. The Public Information Committee shall meet monthly at the offices of the Association on the day set by its existing committee.

6.5    THE UNITY COMMITTEE: The Unity Committee shall inform A.A. Groups in the five county area of the programs and activities of the Association and shall encourage participation by A.A. members in service through the Association member groups and A.A. General Service. The Unity Committee shall meet monthly at the offices of the Association on the day set by its existing committee.

6.6    THE COOPERATION WITH THE PROFESSIONAL COMMUNITY COMMITTEE: The Cooperation With The Professional Community Committee shall foster awareness and understanding of A.A. and the A.A. recovery program among professionals within the five-county area. The Committee shall also, in coordination with the administration of local medical, law and divinity schools, and other professional agencies, arrange for the escort of students by A.A. members to A.A. open meetings in the area. The Cooperation With The Professional Community Committee shall meet monthly at the offices of the Association on the day set by its existing committee.

6.7    THE INTERPHONE COMMITTEE: The Interphone Committee shall provide 12 Step telephone coverage after office hours and develop and maintain a network of coordinators to provide this service. The Interphone Committee shall meet at the offices of the Association on such dates set by the existing committee.

 

ARTICLE VII

 

SPECIAL COMMITTEES

7.1    IDENTITY: The Association shall have the following special committees. The Finance Committee; the Nominating Committee; the Search Committee (when applicable); the Special Events Committee; and such other ad hoc committees as the Chairperson may appoint for special tasks or special purposes.

7.2    FINANCE COMMITTEE: The Finance Committee shall provide advice and make recommendations from time to time to the Steering Committee with respect to the financial affairs of the Association, including but not limited to annual budgets, expenditure controls, sources of income, salary reviews and other financial matters. The committee shall consist of the Treasurer and Assistant Treasurer and persons elected by the Chairperson. It is recommended that a former Treasurer, preferably the immediate past treasurer be included. The remaining Committee membership shall be open to the Fellowship with a minimum requirement of 90 days of sobriety for membership and one year of sobriety for voting privileges. The Committee shall hold meetings monthly. The Treasurer and Assistant Treasurer shall chair the meeting. A Secretary shall be appointed from the Committee to take minutes. These minutes shall be typed, reproduced and distributed to all members of the Finance Committee, Steering Committee and the office staff.

7.3    NOMINATING COMMITTEE: Not less than two months prior to the election meeting, the Chairperson shall convene a Nominating Committee whose duty shall be to develop a slate of qualified nominees for the officers to be elected in accordance with Section 4.3. This committee shall consist of not fewer than five members whose experience includes knowledge of the Association’s functions and of the service qualifications of the broadest possible cross section from the area served by the Association. This Committee shall observe such criteria in the selection of nominees as shall be prescribed from time to time by the Steering Committee.

7.4    SEARCH COMMITTEE: The purpose of the Search Committee shall be to identify and interview qualified persons to fill any vacancy or anticipated vacancy in the office of the Office Manager. Each Search Committee shall be composed of at least three former members of the Steering Committee, appointed by the Chairperson with the approval of the current Steering Committee.

7.5    ARCHIVES COMMITTEE: The Archives Committee shall be responsible for the maintenance of local artifacts, documents, memorabilia, oral historian, Association publications, copies, minutes and such materials that pertain to the Southeastern Pennsylvania Intergroup Association. The collection, maintenance, preservation, and display of archival material shall be under the supervision of a trusted servant known as the Intergroup Archivist. The Archivist shall hold a non-rotating position, appointed and subject to removal by the Chairperson, subject to Steering Committee approval. The Archivist is a non-policy making, non-authority position. The Archives Committee will have a chairperson. The Chairperson of the Archives Committee will be a non-voting member of the Steering Committee and serve a one (1) year term. The Chairperson will be a former Chairperson of the Intergroup Association appointed by the current Chairperson, subject to approval of the Steering Committee.

7.6    SPECIAL EVENTS COMMITTEE: The Special Events Committee shall be chaired by the Vice Chairperson and shall be responsible for organizing, promoting and arranging all special events, including the Roundup, the banquets and such other events approved by the Steering Committee. The Vice Chairperson will appoint a director and assistant director for each event.

 

ARTICLE VIII

 

INDEMNIFICATION

8.1    INDEMNIFICATION: The Association may indemnify any person who was or is a party or is threatened to be made a party of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reasons of the fact such person is or was a member of the Steering Committee or an officer of the Association, against expenses (including attorney’s fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The indemnification provided by or pursuant to the article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Association’s Articles of Incorporation, any other agreement, vote of Directors of otherwise, both actions in their official capacity and as to actions in another capacity while holding an office.

ARTICLE IX

GUIDING PRINCIPLES

9.1    TWELVE TRADITIONS: The Twelve Traditions of Alcoholics Anonymous are accepted as guides regarding the Southeastern Pennsylvania Intergroup Association of Alcoholics Anonymous, (A.A.):

(1)    Our common welfare should come first; personal recovery depends on A.A. unity.

(2)    For our group purpose there is but one ultimate authority, a loving God as He may express Himself in our group conscience.

(3)    The only requirement for A.A. membership is a desire to stop drinking.

(4)    Each group shall be autonomous except in matters affecting other groups or A.A. as a whole.

(5)    Each group has but one primary purpose: to carry its message to the alcoholic who still suffers.

(6)    An A.A. group ought never endorse, finance, or lend the A.A. name to any related facility or outside enterprise lest problems of money, property and prestige divert us from our primary purpose.

(7)    Every A.A. group ought to be fully self-supporting, declining outside contributions.

(8)    Alcoholics Anonymous should remain forever non-professional, but our service centers may employ special workers.

(9)    A.A., as such, ought never be organized; but we may create service boards or committees directly responsible to those they serve.

(10)    Alcoholics Anonymous has no opinion on outside issues; hence the A.A. name ought never be drawn into public controversy.

(11)    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.

(12)    Anonymity is the spiritual foundation of all our Traditions, ever reminding us to place principles before personalities.

9.2    TWELVE CONCEPTS: The Twelve Concepts of Alcoholics Anonymous are also accepted a guides regarding the Southeastern Pennsylvania Intergroup Association of A.A.:

(1)    Final responsibility and ultimate authority for A.A. World Services should always reside in the collective conscience of our whole fellowship.

(2)    When, in 1955, the A.A. groups confirmed the permanent charter of their General Service Conference, they thereby delegated to the Conference complete authority for the active maintenance of our world services and thereby made the conference – excepting for any change in the Twelve Traditions or in Article 12 of the Conference Charter – the actual voice and the effective conscience for our whole society.

(3)    As a traditional means of creating and maintaining a clearly defined working relation between groups, the Conference, the A.A. General Service Board and its several service corporations, staffs, committees and executive, and of thus insuring their effective leadership, it is here suggested that we endow each of these elements of world service with a traditional “Right of Decision.”

(4)    Throughout our Conference structure, we ought to maintain at all responsible levels a traditional “Right of Participation”, taking care that each classification or group of our world servants shall be allowing a voting representation in reasonable proportion to the responsibility that each must discharge.

(5)    Throughout our world services structure, a traditional “Right of Appeal” ought to prevail, thus assuring us that minority opinion will be heard and that petitions for the redress of personal grievances will be carefully considered.

(6)    On behalf of A.A. as a whole, our General Service Conference has the principle responsibility for the maintenance of our world services, and it traditionally has the final decision respecting large matters of general policy and finance. But the Conference also recognizes that the chief initiative and the active responsibility in most of these matters should be exercised primarily by the Trustee members of the Conference when they act among themselves as the General Service Board of Alcoholics Anonymous.

(7)    The Conference recognizes that the Charter and the Bylaws of the General Service Board are legal instruments: that the Trustees are thereby fully empowered to manage and conduct all of the world service affairs of Alcoholics Anonymous. It is further understood that the Conference charter itself is not a legal document; that it relies instead upon the force of tradition and the power of the A.A. purse for its final effectiveness.

(8)    The Trustees of the General Service Board act in two primary capacities: (a) with respect to the legal matters of overall policy and finance, they are the principal planners and administrators. They and their primary committees directly manage these affairs. (b) But with respect to our separately incorporated and constantly active services, the relation of the Trustees in mainly that of full stock ownership and of custodial oversight which they exercise through their ability to elect all directors of these entities.

(9)    Good service leaders, together with sound and appropriate methods of choosing them, area at all levels indispensable for our future functioning and safety. The primary world service leadership once exercised by the founders of A.A. must necessarily be assumed by the Trustees of the General Service Board of Alcoholics Anonymous.

(10)    Every service responsibility should be matched by an equal service authority – the scope of such authority to be always well defined whether by tradition, by resolution, by specific job description or by appropriate charters and bylaws.

(11)    While the trustees hold final responsibility for A.A.’s world service administration, they should always have the assistance of the best possible standing committees, corporate service directors, executives, staffs and consultants. Therefore, the composition of these underlying committees and service boards, the personal qualifications of their members, the manner of their induction into service, the systems of their rotation, the way in which they are related to each other, the special rights and duties of our executives, staffs and consultants, together with a proper basis for the financial compensation of these special workers, will always be matters for serious care and concern.

(12)    General Warranties of the Conference: in all its proceedings, the General Service Conference shall observe the spirit of the A.A. Traditions, taking great care that the Conference 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 Conference Members shall ever be placed in a position of unqualified authority over any of the others; that all important decisions be reached by discussion vote and wherever possible, by substantial unanimity; that no Conference action ever be personally punitive or an incitement to public controversy; that though the Conference may act for the Service of Alcoholics Anonymous, it shall never perform any acts of government; and that, like the society of Alcoholics Anonymous which it serves, the Conference itself will always remain democratic in thought and action.

ARTICLE X

AMENDMENTS TO BY-LAWS

10.1    AMENDMENTS: These By-Laws may be amended at any time by a 2/3rd vote of the representatives present at any regular meeting provided a quorum has been met and provided a copy of the proposed amendment is submitted to each currently registered representative and/or alternative at least 30 days before the meeting at which action is taken on the amendment.