THE REC ROOM/RECOVERY ROOM, INC.
AS OF MAY 2, 2010
ARTICLE 1. OFFICES
Section 1.01 The principal office of the corporation for the transaction of its business is located in Chicago, County of Cook, State of Illinois.
Section 1.02 The corporation may also have offices at such other places, within or without the State of Illinois, where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate.
ARTICLE 2. MEMBERS
Section 2.01 The corporation shall have members. The rights, interests, and privileges of each member shall be equal except as stated to the contrary in these Bylaws. No member shall hold more than one membership in the corporation.
Section 2.02 Persons who are invited to become members as herein provided and who agree to be bound by the Articles of Incorporation of this corporation, by these Bylaws, and by the rules and regulations adopted by the Directors are eligible for membership in the corporation.
Section 2.03 Persons who have been guest privileges holders for thirty (30) days are eligible for membership as follows:
(a) Any member of Alcoholics Anonymous who has been and is a member in good standing of any regular A.A. Group for at least thirty (30) days at the time of application;
(b) Any member of Narcotics Anonymous who has been and is a member in good standing of any regular N.A. Group for at least thirty (30) days at the time of application;
(c) Any member of Cocaine Anonymous who has been and is a member in good standing of any regular C.A. Group for at least thirty (30) days at the time of application;
(d) Any member of Overeaters Anonymous who has been and is a member in good standing of any regular O.A. Group for at least thirty (30) days at the time of application;
(e) Any member of Alanon Family Groups who has been and is a member in good standing of any regular Alanon Group for at least thirty (30) days at the time of application;
(f) Any member of Sexual Compulsives Anonymous who has been and is a member in good standing of any regular SCA Group for at least thirty (30) days at the time of application;
(g) Any member of Co-Dependents Anonymous who has been and is a member in good standing of any regular CODA Group for at least thirty (30) days at the time of application.
(h) Any member of Crystal Meth Anonymous who has been and is a member in good standing of any regular CMA Group for at least thirty (30) days at the time of application.
Section 2.04 Membership shall be personal and no member may transfer his membership or any right arising therefrom.
Section 2.05 Membership shall terminate on the resignation or death of a member. The Board of Directors may by a vote of two-thirds of the Board suspend or terminate the membership of, or by a majority vote partially or wholly bar from the premises of the corporation for up to 30 days, any member whose conduct shall be hostile to the objects or injurious to the character of this Club, or who shall violate its Bylaws or established procedures. A member thus suspended, terminated or banned shall have the right to appeal to a meeting of the Board of Directors, providing such appeal is filed in writing with the Recording Secretary not later than thirty (30) days after the date of suspension or expulsion. The Board must act on the appeal at the next regular meeting of the Board. While such petition is pending the decision of the Board of Directors shall remain in force.
Section 2.06 Membership certificates or cards may be issued by this corporation.
Section 2.07 Members shall be requested to pay monthly contributions, payable at the beginning of each month. The amount of the monthly contribution shall be that fixed by the Board of Directors from time to time. The Board of Directors shall have authority from time to time to waive the payment of monthly contributions by those persons unable to pay due to physical disability, according to the rules it may adopt from time to time. The Board of Directors shall also have authority by resolution to waive the requirement of a monthly contribution for persons in their first 30 days of eligibility for membership or in their first 30 days of residence in the Chicago area. Any member whose contributions have not been waived by the Board of Directors and who has not contributed for 3 consecutive calendar months past shall be dropped from the membership rolls and in order to regain membership must make application as provided in Section 2.03 and 2.04 of this Article.
Section 2.08 Membership in this corporation shall be nonassessable.
Section 2.09 No member shall have any right or interest in any of the property or assets of this corporation.
Section 2.10 No member of this corporation shall be personally liable for the debts, liabilities, or obligations of the corporation.
Section 2.11 Members shall have the privilege of inviting guests to the Club, subject to rules and regulations as set forth by the House Committee.
Section 2.12 Persons who would otherwise qualify for membership, except for not having been members of a group for thirty (30) days shall at their request be given guest privileges to use the facilities of the corporation for thirty (30) days. The Board of Directors shall also have authority to issue guest privileges, subject to standards it shall adopt from time to time, to other persons who would otherwise qualify for membership but are unable to pay monthly contributions in cash as required by Section 2.07 who render services to the corporation. The holders of guest privileges may use the facilities of the corporation as fully as members can, but subject to the same rules and regulations. The guest privileges of each holder shall be subject to review every three months according to standards to be adopted by the Board of Directors from time to time.
ARTICLE 3. MEETINGS OF MEMBERS
Section 3.01 All meetings of the members shall be held at such place in the City of Chicago, County of Cook or elsewhere, as may be designated by the Board of Directors.
Section 3.02 A semi-annual meeting of members for the election of directors and transaction of such other business as may properly come before the meeting shall be held every year on the third Saturdays of January and of July.
Section 3.03 Special meetings of members for any purpose may be called at any time by the Board of Directors.
Section 3.04 Notice of all meetings of members shall be delivered by the Secretary of the corporation not less than ten (10) days nor more than forty (40) days prior to the date of the meeting (by a means deemed appropriate by the Board).
Section 3.05 Notice of meetings of members shall specify the place, the day, and the hour of the meeting and, in the case of special meetings, the general nature of the business to be transacted.
Section 3.06 A minimum of 10% of the members from the total membership present in person or by proxy shall constitute a quorum at all regular or special meetings for the transaction of business.
Section 3.07 In the absence of a quorum, any meeting of members may be adjourned from time to time by a vote of a simple majority of the members present, but no other business shall be transacted.
Section 3.09 The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 3.10 The voting rights of each member are equal. Each member (i.e. member in good standing for a minimum of two (2) months) shall be entitled to one vote on all matters and shall have the right to vote either in person or by proxy provided their monthly contributions as required by Section 2.07 are paid up to and for the month in which the vote is taken. Members who are under the influence of alcohol or drugs may not vote.
Section 3.11 (a) Meetings of members shall be presided over by the President of the corporation, or, in his absence, by the Vice President or, in the absence of both, by a chairman chosen by a majority of the members present in person or by proxy. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that in his absence the presiding officer shall appoint another person to act as Secretary of the meeting.
(b) Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with law.
Section 3.12 Any action, which under any provision of these Bylaws may be taken at the meeting of members, may be taken without a meeting if authorized by a writing signed by all the members and filed with the Secretary.
ARTICLE 4. DIRECTORS
Section 4.01 The corporation shall have at least nine (9) and no more than thirteen (13) Directors as determined from time to time by the Board of Directors. Any change in the number shall take effect at subsequent semi-annual meetings of the members, either all at once or in stages, as determined by the Board of Directors at the time it specifies the change.
Section 4.02 The words, "Directors" and "Board" as used in the Articles of Incorporation of this corporation, or in these Bylaws in relation to any power or duty requiring collective action, mean Board of Directors.
Section 4.03 (a) Directors named in the Articles of Incorporation or their duly elected replacements shall serve partially until the first semi-annual January meeting (4 Directors) or the first semi-annual July meeting (5 Directors). Thereafter all Directors elected at either of the two semi-annual meetings shall serve one year or until the election of their successors. Directors must be members of AA, CMA, NA or CA except that two (2) of the Directors may be members of at least one of OA, Alanon, SCA or CODA and need not be members of AA, NA, CMA or CA. This means that up to 2 directors need not be members of AA, NA or CA. All other Directors must be members of AA, NA, CMA or CA. Directors must have been members in good standing for at least six (6) consecutive months and have one year continuous sober and clean time if members of AA, NA, CMA or CA and one year continuous successful time in one of OA, Alanon, SCA or CODA if a member one or more of those programs and elected solely by virtue of membership in one of those programs. In addition, directors who are not members of AA, NA, CMA or CA may not drink alcohol or use drugs while directors.
(b) All members can vote for all nominees for the office of Director. The nominees who are members of AA, NA, CMA or CA who receive the highest number of votes shall be elected except that at each semi-annual election of directors of all nominees who are members of OA, Alanon, SCA or CODA the one who receives the highest number of votes shall be elected regardless of the fact that other nominees who are not members of OA, Alanon, SCA or CODA may have more votes.
(c) A Board member who has been absent from two consecutive board meetings shall be notified by mail that, without sufficient explanation by said member to the Board, such absence constitutes resignation effective on the date ten (10) days following notification. Resignation shall be confirmed by a vote of the Board at the next following meeting.
Section 4.04 The Directors shall exercise the powers of the corporation, control its property, and conduct its affairs, except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws.
Section 4.05 The first Board of Directors may at any time, and each succeeding Board shall, immediately after the close of the July meeting of members, hold an organization meeting at which they shall organize by electing from their number a President, a Vice President, a Secretary and a Treasurer, as provided in Section 5.02 hereof, to hold office until the election of their successor officers as herein provided. Notice of organization meetings of other than the first Board of Directors need not be given.
Section 4.06 Meetings of the Directors shall be held at such place in the City of Chicago, County of Cook, or elsewhere, as may be designated from time to time by the Board of Directors.
Section 4.07 Regular meetings of the Board of Directors shall be held at such time as shall be prescribed from time to time by resolution of the Board.
Section 4.08 Special meetings of the Board of Directors may be called by the President, the Vice President, or the Secretary. Special meetings shall also be called by the Secretary upon written request to the Secretary by at least 3 Directors. Special meetings of the Board of Directors shall require 5 days notice specifying the time and place of the meeting. The meeting place shall be at the premises of the corporation if possible.
Section 4.09 Notice of regular meetings with a fixed date, time and place shall be given Directors upon their election, which shall constitute sufficient notice for their entire term of office. Announcement at any Board meeting before adjournment concerning the next intended meeting shall be required only to those Directors absent when the meeting was scheduled. Notice of the time and place of holding an adjourned meeting of a meeting need not be given to absent Directors if the time and place are fixed at the meeting adjourned.
Section 4.10 The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after proper call and notice provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each of the Directors not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 4.11 A quorum shall consist of a majority of Directors in office, and unless a greater number is expressly required by statute, by the Articles of Incorporation of this corporation, or by these Bylaws, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board of Directors.
Section 4.12 The President, or in his absence the Vice President, or in the absence of both, a chairman chosen by a simple majority of the Directors present, shall preside at all meetings of the Board of Directors, and such meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with law.
Section 4.13 Any Directors of this corporation may resign at any time by giving written notice to the President or to the Board of Directors. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Vacancies created by reason of any resignation shall be filled by the Board of Directors for the unexpired portion of the term.
Section 4.14 The Directors shall not be personally liable for the debts, liabilities or other obligations of the corporation.
Section 4.15 Should any Director, officer, or employee of this corporation be sued, either alone or with others, because he is or was a Director, officer, or employee of the corporation, in any proceeding arising out of his alleged misfeasance or nonfeasance in the performance of his duties or out of any alleged wrongful act against the corporation, or by the corporation, indemnity for his reasonable expenses, including attorney's fees incurred in the defense of the proceeding, may be assessed against the corporation, its receiver, or its trustee, by the court in the same or a separate proceeding if 1) the person sued is successful in whole or in part, or the proceeding against him is settled with the approval of the court; and 2) the court finds that his conduct fairly and equitable merits such indemnity. The amount of such indemnity shall be so much of the expenses, including attorney's fees, incurred in the defense of the proceeding, as the court determines and finds reasonable.
ARTICLE 5. OFFICERS
Section 5.01 The officers of this corporation shall be a President, a Vice President, a Secretary, a Treasurer, an Administrator, and such subordinate officers, including one or more Assistant Secretaries and Assistant Treasurers, as the Board of Directors may designate. Any two or more offices, except those of President, Vice President and Secretary, may be held by the same person.
Section 5.02 Only Directors who were elected as members of 12- Step Recovery Group are qualified to hold the offices of President, Vice President, Secretary and Treasurer. Any person whether or not a Director of this corporation, may hold the office of Assistant Secretary, Assistant Treasurer, or Administrator. The subordinate officers, other than the subordinate officers referred to in Section 5.01 hereof at any time and from time to time, and all such subordinate officers shall hold their office at the pleasure of the Board and shall be subject to removal by the Board at any time.
Section 5.03 Any officer may be removed, either with or without cause, by a 2/3 majority of the Directors at the time in office, at any regular or special meeting of the Board, and such officer shall be removed should he cease to be qualified for the office as herein required. Any officer may resign at any time by giving written notice to the Board of directors or to the President or to the Secretary of the corporation. Any such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.04 Any vacancy caused by the death, resignation, removal, disqualification, or other cause of any officer shall be filled by the Board of Directors for the unexpired portion of the term.
Section 5.05 the President shall be the representative of the Board of Directors. He shall have general control and management of the affairs, property and business of this corporation, subject to the control of the Board of Directors and the provisions of these Bylaws. He shall preside at all meetings of the members and of the Board of Directors. He may, if necessary, sign and execute in the name of this corporation deeds, assignments, mortgages, bonds, contracts and other instruments duly authorized by the Board of Directors, and generally he shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to him by the Board. He shall appoint committee chairmen and shall have the power to remove any chairman or member therefrom at his pleasure. He shall, whenever it may be necessary in his opinion, prescribe the duties of officers and employees of this corporation whose duties are not otherwise defined in these Bylaws or by the Board pursuant to the authority contained in these Bylaws.
Section 5.06 The Vice President shall assume the duties and powers of the President in the President's absence or disability to act and shall perform such other duties and possess such other powers as shall be prescribed and conferred by the Board of Directors or by the President.
Section 5.07 The secretary shall: 1) Certify and keep at the principal office of the corporation the original or a copy of these Bylaws as amended or otherwise altered to date. 2) Keep at the principal office of the corporation or at such other place as the Board of Directors may order, a book of minutes of all meetings of the Directors and members, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, notice thereof given, the names of those present at meetings of Directors, the number of members present at meetings of members, and the proceedings thereof. 3) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. 4) See that all records are under his custody and that the seal of the corporation is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws. 5) Keep at the principal office of this corporation a membership book containing the name and address of each member, and, in any case where membership has been terminated, record such fact in the book together with the date on which the membership ceased. 6) Exhibit at all reasonable times to any Director of the corporation, or to his agent or attorney, on request therefor, the Bylaws, the membership book and the minutes of the proceedings of the Directors and of the members of the corporation. 7) Exhibit at all reasonable times to any member, or to his agent or attorney, on written demand therefor for a purpose reasonably related to the interests of such member, the Bylaws and the minutes of meetings of the Directors or of the members, and shall exhibit said records at any time when required by the demand of one third or more of the members of the corporation. 8) In general, perform all duties incident to the office of Secretary, and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.
Section 5.08 The Assistant Secretary or Secretaries shall exercise such of the powers and perform such of the duties of the Secretary as shall be assigned to him or them from time to time by the President or by the Secretary.
Section 5.09 The Treasurer shall receive and have charge of all funds of the corporation and shall disburse such funds only as directed by the Board of Directors, and shall, in general, perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board of Directors or by the President.
Section 5.10 The Assistant Treasurer or Treasurers shall exercise such of the powers and perform such of the duties of the Treasurer as shall be assigned to him or them from time to time by the President or by the Treasurer.
Section 5.11 The Administrator, under the direction of the Board of Directors, shall have immediate charge and supervision over the business affairs of the corporation. He is authorized to approve payrolls, if any, and all other expenditures necessary for the proper conduct of the business affairs of the corporation and he is authorized to execute contracts, documents and instruments on behalf of the corporation when not involving an expenditure of more than one hundred dollars ($100.00) for any single undertaking. He may also be authorized, with the prior approval of the Board in each particular case to execute contracts, documents, and instruments involving greater amounts. He may handle complaints presented to the corporation and he shall counsel with the President in transacting the business of the corporation.
Section 5.12 The salaries, if any, of the officers shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation.
ARTICLE 6. COMMITTEES
Section 6.01 The Board of Directors may create such committees, provide for appointment of the chairmen and members thereof, and prescribe their duties as it deems advisable.
ARTICLE 7. CORPORATE RECORDS, REPORTS AND SEAL
Section 7.01 The corporation shall keep at its principal office, or at such other places the Board of Directors may order, a book of the minutes of all meetings of Directors and of all meetings of members, with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at members' meetings, and proceedings thereof.
Section 7.02 The corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Section 7.03 On request of an assessor, the corporation shall make available at its principal office or at a place mutually acceptable to the assessor and to the corporation a true copy of business records relevant to the amount, cost and value of property, subject to local assessments, which it owns, claims, possesses, or controls within the county.
Section 7.04 At the end of each fiscal year, the board of Directors shall prepare and publish, or cause to be prepared and published, an annual report of receipts and disbursements of the corporation, and shall determine the form and detail in which the report shall be made. The President shall present the annual report and audit examination at each annual meeting of members.
Section 7.05 The Board of Directors shall provide a corporate seal which shall set forth the name of the corporation and have inscribed thereon the words, "Incorporated June, 1980, Certificate Number 39286."
ARTICLE 8. FISCAL YEAR
Section 8.01 The fiscal year of the corporation shall be the calendar year.
ARTICLE 9. BYLAWS
Section 9.01 These Bylaws shall become effective immediately on their adoption. Amendments to these Bylaws shall become effective immediately on their adoption unless the Board of Directors or members of the corporation in adopting them provide that they are to become effective at a later date.
Section 9.02 these Bylaws may be altered, amended or repealed by a majority of members present in person or by proxy at any meeting of members at which a quorum is present or by a majority vote of all Directors at any meeting of the Board of Directors, provided, however, that said Directors may change the number of Directors only as and within the range provided in Section 4.01 of these Bylaws.