Camel Club Bylaws

February 17, 2002

BY-LAWS OF

CAMEL 24 FELLOWSHIP, INC

ARTICLE I —  NAME

The name of this non-profit organization shall be CAMEL 24 FELLOWSHIP.  Herein referred to as the Fellowship.

ARTICLE II —  DURATION

The period of duration of the Fellowship shall be perpetual.   See Article XIV of these bylaws for dissolution provisions.

ARTICLE III — PURPOSE AND OBJECTIVES

Section 1. To provide a fellowship organization for recovering alcoholics and recovering addicted persons in Wake County and those visiting from other areas.

Section 2. To have a facility available for use of our membership, offering mutual support in our respective recovery programs. 

Section 3. To make our facilities available for use of A.A.* groups and other addiction related recovery programs modeled along the lines of the 12 Steps and 12 Traditions of Alcoholics Anonymous*, the non-addicted significant persons in the lives of our members and persons who have been affected by addiction. 

Section 4. Our objective is to advance the Spiritual, Mental and Physical welfare of our recovering membership. To that end, this fellowship declares itself to be a non-profit organization and that, to that end, any monies or funds, whatsoever, shall be  used for the benefit of the Fellowship or its members. No officer, director or member shall receive financial renumeration for his other services to the Fellowship other than for reimbursement of reasonable expenses incurred. However, members who are full or part-time employees of the Fellowship may receive wages for services rendered by reason of their employment. 

Section 5. The Corporation vows to use as a guide to Fellowship operation the Twelve Step recovery program and principles of Alcoholics Anonymous* and to refrain from interference with the autonomy and traditions of any twelve step recovery program or group. (Example: The Twelve Traditions of Alcoholics Anonymous*.)

ARTICLE IV — MEMBERSHIP AND MEETINGS

1.  MEMBERSHIP:

Section 1. Members of Alcoholics Anonymous or its related programs,  members of other substance/addiction recovery programs modeled along the lines of the Twelve Steps and Twelve Traditions of Alcoholics Anonymous, significant non-addictive persons in the lives of Fellowship members and any person whose life has been affected by addictive substances may become a member of the Fellowship. 

Section 2. A prospective member must submit a membership application containing his or her full name, address and telephone number, an initial application fee and not less than one month’s dues. The amount of the application fee and dues shall be determined by the Fellowship Board of Directors and may be changed as necessary to maintain the Fellowship financial solvency.

Section 3. In order to continue as a member in good standing, dues must be paid promptly.

Any member who becomes two (2) months delinquent in dues payment may be dropped from membership and may be required to re-apply for membership. 

Section 4. Each member in good standing shall be entitled to all rights and privileges of use of the Fellowship’s Members Only area, attendance at Fellowship events, receipt of the Fellowship news letter and such other privileges as may be created by the Board of Directors; and each member in good standing who has been a continuous member for the three (3) months immediately preceding a meeting of the members shall be entitled to one vote in Fellowship elections and upon all issues submitted to a vote of the membership.

• MEETINGS OF THE MEMBERSHIP:

Section 1. The Annual Meeting.   The annual meeting of the members shall be held in the month of February in each year at a day and time fixed by the Board of Directors, for the purpose of electing directors and officers and for the transaction of such other business as may come before the meeting.

Section 2. Special Meetings.   Special meetings of the members for any purpose or purposes, may be called by the President or by the Board of Directors. Upon written request, signed by twenty-five percent (25%) of the members of record or by fifteen (15) members, whichever is the least, the President shall call a Special Meeting; and said meeting shall be scheduled to take place not more than thirty (30) days after the date the request was submitted. 

Section 3. Place of Meeting.  The Board of Directors may designate the place of meeting within the County of Wake and the State of North Carolina for any Annual or Special Meeting called by the President or Board of Directors.  If no designation is made, the place of meeting shall be the principal office of the Fellowship at 4015 Spring Forest, Raleigh, North Carolina. 

Section 4. Notice of Meetings.  Prior to February 25, 2002, written notice to members stating the place, day and hour of the annual meeting of the members may be given by posting the notice at a conspicuous place within the meeting facility for a period of at least twenty (20) days prior to the meeting. After February 24, 2002, notice by mail to all members of record, stating the place, day and hour of all meetings of the members; and in the case of special meetings, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than fifty (50) days before before the date of the meeting; and for issues where a majority vote of the membership is required by these By-laws, the issue or issues to be voted must be set out in the notice of the meeting. Notice for all meetings of the members shall also be posted at a conspicuous place within the regular meeting facility for a period of at least twenty (20) days prior to the meeting; and in the case of meetings of the members when no vote shall be taken, such posting shall be all that is required.

Section 5. Quorum.  For the purpose of carrying on any meeting of the members, a majority of the members entitled to vote shall constitute a quorum; and when absentee ballots have been presented, each ballot shall be counted as a member present in the quorum count for deciding issues included on the absentee ballot. Presence of a quorum shall be presumed unless a member present objects thereto.  If upon objection, a quorum fails to appear, the President may adjourn the meeting and have the Secretary notify the membership of the place and time of the next meeting by posting notice of the next meeting and any such notice shall be deemed sufficient so long as it is posted for five (5) days at a conspicuous place within the regular meeting facility; and said meeting shall be scheduled to take place not more than thirty (30) days after the date of  the meeting when the objection is made. At that next meeting any member present, who is entitled to vote shall constitute a quorum. 

Section 6. Voting.  Voting by proxy shall not be permitted.  Absentee voting by signed and sealed ballot in Fellowship elections and on issues requiring a majority vote of the membership shall be permitted; and for issues where a majority vote of the membership is required by these By-laws, absentee ballots must be provided; each absentee ballot must be delivered to the Fellowship office prior to the meeting. When a majority vote of the membership is called for—the membership—shall be defined as all members of record entitled to vote; and when absentee ballots have been presented and the only issues to be voted are included on the absentee ballot, the prevailing vote shall be decided in conformity with the following illustration:   Suppose there are 89 members on the books on the day of a meeting when a vote is taken, 2 members joined the Fellowship two months prior to the meeting and are not yet eligible to vote, 22 are not current with their dues payments and therefore not eligible to vote, 23 qualified members are present at the meeting, 5 of the qualified members present do not vote, and there are 29 absentee ballots from qualified voters. A majority vote would be 24; majority vote of the members present would be 27; a majority vote of the membership would be 33; and two-thirds (2/3) vote would be 32. 

ARTICLE V — BOARD OF DIRECTORS

Section 1. General Powers.  The business and affairs of the Fellowship shall be managed by a Board of Directors. 

Sections 2. Composition of Board.  The Board of Directors shall consist of the seven (7) officers of the Fellowship described in Article VI of these By-laws.  Each Director shall be entitled to (1) vote.  Additionally, the most recent past President, Secretary and Treasurer of the Fellowship may serve as non-voting members of the Board for one (1) year following the expiration of their respective terms of office 

Section 3. Regular Meetings.  Regular meetings of the Board shall be held monthly without other notice than this By-law.  The Board may provide, by resolution, the time and place within the County of Wake and the State of North Carolina for the holding of regular meetings without other notice than such resolution.  A Board meeting shall be held immediately following the Annual Meeting of the members. 

Section 4. Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place of holding said meeting within the County of Wake and the State of North Carolina, with proper notice stated below in Section 5.

Section 5. Notice.  Notice of any special meeting shall be given at least five (5) days previous thereto by written notice delivered personally or mailed to each director at his or her residence address, or by telephone or telegram.  Any director may waive, in writing, notice to any meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 6. Quorum.  A majority of the number of directors entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, the vote of a majority of the directors present shall be the act of the Board of Directors in adjourning the meeting from time to time without further notice.

Section 7. Manner of Acting.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 

Section 8. Action Without  a Meeting.  Any actions required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting by written notice or telephone poll of all the directors.  The results of such a poll shall be entered in the minutes of the next regular meeting.

Section 9. Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors until the next Annual Meeting of the members. 

Section 10. Presumption of Assent.  A director of the Fellowship who is present at the meeting of the Board of Directors which action is shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof.  Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE VI — OFFICERS

Section 1. Number. The officers of the Fellowship shall be a President, Vice-President, Secretary, Treasurer, Chairman of the Board of Advisors, and two (2) Membership Representatives. They will constitute the Board of Directors.  Such  assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.

Section 2. Election and Term of Office.  The officers of the Fellowship shall be elected for a term of one (1) year by members at the Annual Meeting of the members.  Each officer shall hold office until his or her successor shall have been duly elected and qualified.  A vacancy in any office because of death, resignation or  removal  may be filled by the Board of Directors for the unexpired portion of its term. NO ELECTED OFFICER MAY SUCCEED HIMSELF OR HERSELF IN THE OFFICE TO WHICH ELECTED IN THE IMMEDIATELY PRECEDING TERM FOR MORE THAN THREE (3) ADDITIONAL CONSECUTIVE TERMS. 

Section 3. Qualifications for Office.  Each officer must be a member in good standing of the Fellowship and have been a continuous member for the (3) months immediately preceding his or her election to office. He or she must be a member of Alcoholics Anonymous* or its related programs AND HAVE SUBSTANTIAL PERIOD OF ABSTINENCE.  The Chairman of the Board of Advisors must have a minimum of five (5) years of abstinence and all other voting officers of the Board of Directors must have a minimum of two (2) years of abstinence.  However, the abstinence requirement shall be waived for the Secretary and for one (1) Member Representative provided that either of these officers is elected from the Fellowship’s non-addicted membership, and has two (2) years of active participation in his or her respective recovery program and meets all other qualification for office stated herein.

Section 4. Removal from Office. Any officer suffering a relapse shall be automatically disqualified from further holding office and the Board of Directors shall immediately fill the vacancy created thereby.  Additionally, any officer or agent may be removed by the Board of Directors whenever, in its judgement, the best interest of the Fellowship shall be served thereby.

Section 5. President.  The President shall be the principal executive officer of the Fellowship and, subject to control of the Board of Directors, shall in general supervise and control all the business and affairs of the Fellowship.  He or she shall when  present, preside at all meetings of the members and of the Board of Directors and in general perform all duties as may be prescribed from time to time by the Board of Directors.  Provided:  that notwithstanding anything in these By-laws to the contrary, the President may authorize such expenditures by check; order such goods, enter into contracts, etc., which are reasonably necessary for the continued daily operation of the Fellowship, subject to availability of funds for such purposes. any expenditure, order or contract which exceeds the amount therefor in any budget established by Board or constitutes any employment contract for a fixed term of employment must have prior approval of the Board.

Section 6. Vice-President.  The Vice-President shall assist the President and shall assume his or her powers in the event of death, disability, disqualification or absence. 

Section 7. Secretary.  The Secretary shall:  (a) keep the minutes of the proceedings of the members and the Board of Directors in one or more books provided for that purpose; (b)  see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c)  be custodian of the corporate records and of the seal of the Fellowship and see that the seal of the Fellowship is affixed to all documents the execution of which on behalf of the Fellowship under its seal is duly authorized; (d). and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the President and/or by the Board of Directors.

Section 8. Treasurer.  The Treasurer shall have the care and custody of all the funds and securities of the Fellowship, and shall deposit said funds in the name of the Fellowship in such bank accounts as the Board of Directors may from time to time determine; and he or she may sign checks, drafts and orders, for the payment of money, which shall have been duly authorized by the Board of Directors or the appropriate officer.

Section 9. Membership Representatives.  The two (2) Membership Representatives will represent views and suggestions that emanate from the general membership.  They will report these views to the Board of Directors and be responsible for informing the general membership of Board decisions. They shall formulate and oversee implementation of a plan to increase and maintain levels of general membership and coordinate membership activities and events. 

Section 10. Chairman of the Advisory Board.  The Chairman of the Advisory Board will, in addition to his or her duties as a Fellowship Board Director, call and preside over periodic meetings of the Advisory Board and act as liaison between the Fellowship Board and the Advisory Board keeping each informed of the activities, concerns and recommendations of the other.  He or she shall also recommend to the Board adoption or amendment of rules governing personal conduct at the facility, periodically inspect the facility and recommend to the President actions necessary for it’s appropriate maintenance and improvement. 

ARTICLE VII — THE ADVISORY BOARD

Section 1. Composition of Advisory Board.  The Advisory Board shall be made up of not less than five (5) persons selected by the Chairman of the Advisory Board.  The Advisory Board should be made up of representatives from all facets of the community dealing with abstinence from addictive substances and, if feasible, should include at least two (2) former officers of the Fellowship. 

Section 2. Purpose.  The Advisory Board provides advice concerning management, organization and operation of the Fellowship. It acts as a liaison between the Fellowship, it’s members and the community. Its purpose, also, is to attract new  members by setting good examples of service and leadership among recovery programs associated with the Camel 24 Fellowship.

ARTICLE VIII — LOANS, CHECKS AND DEPOSITS

Section 1. Contracts.  Except for contracts that involve the sale or lease of real estate owned by the Fellowship, the Board of Directors may authorize any officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Fellowship; and such authority may be general or confined to specific instances. Contracts that involve the sale or lease of real estate owned by the Fellowship must be approved by a majority vote of the membership. 

Section 2. Loans.  No loans shall be contracted on behalf of the Fellowship and no evidence of indebtedness shall be issued in its name unless duly authorized by a resolution of the Board of Directors and approved by a majority vote of the membership. 

Section 3. Checks, Drafts, Etc.  All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Fellowship shall be signed by such officer or officers, agent or agents of the Fellowship and in such manner as shall from time to time be determined by resolution of the Board of Directors or provided herein.

Section 4. Deposits.  All funds of the Fellowship not otherwise employed shall be deposited from time to time in such banks, trust companies or other depositories as the Board of Directors may select or approve, to the credit of the Fellowship. 

ARTICLE IX — FISCAL YEAR

The fiscal year of the Fellowship may be fixed and may be changed from time to time by resolution of the Board of Directors. Until the Board of Directors has acted to fix such fiscal year, the fiscal year of the Fellowship shall begin on the first day of January and end on the thirty-first day of December in each year.

ARTICLE X — CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Fellowship, the State of incorporation and the words “Corporate Seal.”

ARTICLE XI — WAIVER OF NOTICE

Whenever any notice is required to be given to any member or director of the Fellowship under the provisions of the Articles of Incorporation or By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 

ARTICLE XII — AMENDMENTS

Prior to February 24, 2002, these By-laws may be altered, amended or repealed and new By-laws may be adopted by the Board of Directors at any regular or special meeting of the Board; after February 23, 2002, the alteration, amendment or repeal of  these By-laws shall require approval by a majority vote of the membership. 

ARTICLE XIII — RECALL OF OFFICER AND/OR DIRECTORS

The recall and removal of officers and/or directors and/or any one of them may be achieved at any regularly scheduled meeting of the membership or any special meeting called for that purpose. To remove any officer or director, a two-thirds vote is required, except at a regularly scheduled meeting for the purpose of holding elections. 

ARTICLE XIV — DISTRIBUTION OF FELLOWSHIP ASSETS UPON DISSOLUTION

In the event of dissolution of the Fellowship, all statutory disbursements will be made and all corporate obligations will be fulfilled from the assets of the Fellowship. After such distributions are made, the remainder of such will be donated to such other non-profit organization(s) as, in the judgement of the Board of Directors, best exemplifies the ideals of the Fellowship.  Such other organization(s) must themselves be exempt as organization(s) described in Section 501(c)(3) and 170(c)(2) of the Internal Revenue Code, or to the Federal, State or local government for exclusive public purposes. 

Accepted at a Meeting of the Board of Directors 

CORPORATE SEAL: DATE:  FEBRUARY 17, 2002

Charles M. Barrett (BES/for Electronic Copy)

Charles M. Barrett, President Elmer J.Brett, Jr.(BES/for Electronic Copy)

Elmer J. Brett, Jr., Secretary 

A Non-Profit Corporation — Document   #355654. Filed 4/5/85 N.C.

* The name Alcoholics Anonymous and it’s abbreviated form, A.A. are registered trademarks of A.A.W.S.,Inc.