THE BY-LAWS CHATTANOOGA AREA CENTRAL OFFICE OF ALCOHOLICS ANONYMOUS I. The objectives of this corporation are to try to carry the message of Alcoholics Anonymous and to maintain a Central Office. The purpose is to try to provide communication and cooperation among the AA Groups in the Greater Chattanooga Area and to serve as a centrally located means of contact for the suffering alcoholic, the alcoholic’s family and the public at large. It is understood that the “Twelve Steps and Twelve Traditions” of Alcoholics Anonymous are always the Central Office’s paramount guiding principles. All decisions made by the Chattanooga Central Office, the Central Office Committee and the diverse groups associated with the Central Office, shall conform in essence with these principles whenever possible, with ultimate responsibility to preserve the integrity an intent of these principles through appropriate review and approved procedures. II. Each established AA Group (and future AA Groups in the Chattanooga Area) is asked to send an elected representative to the annual Chattanooga Central Office Committee meetings. There also may be an alternate. It is recommended that the representatives serve for two years. Each representative or alternate (when acting as the representative) has one vote. No representative or alternate may vote for more than one Group. No proxies or absentee votes will be permitted. Since each AA Group is autonomous, it has the right to participate in representation if it so chooses. III. Regular meetings of the Central Office Committee shall be held each month. Special meetings, when required, may be called by the Chairperson of the Central Office Committee. The annual meeting for the purpose of electing officers of the Central Office Committee shall be held at the first Central Office Committee meeting following the 4th quarter assembly of each odd year, i.e., 1985, 1987, 1989, etc. The Committee shall notify each AA Group in the Chattanooga Area of the bi-annual election date within 15-30 days preceding that date. IV. The Officers of the Central Office Committee shall serve as the Board of Directors of the corporation. V. The Central Office Committee officers shall consist of Chairperson, ViceChairperson, Secretary, Treasurer, Office Manager, and the current DCM’s of Districts served by the Central Office and two members-at-large. Officers, with the exception of one at large member who is the out-going chairperson, shall be elected at the bi-annual meeting, by written ballot, for a term of two years.Those voting shall be the members of the existing committee plus any qualified representatives from individual AA Groups. The Groups shall certify to the Committee Secretary, prior to the election, the names of the Group Representative. The Vice chairperson and the Office Manager shall be selected following the general election by the Central Office Committee. A quorum to conduct business of Central Office Committee shall consist of five members or in case of an emergency, when the Chairperson, the Treasurer and the Office Manager are present, they may act as a quorum. Decisions so made may be reviewed, altered or approved at the next Central Office Committee meeting where a quorum of five members is present. Vacated offices in the Central Office Committee shall be appointed by the Chairperson with the approval of a quorum of the voting members present at the next committee meeting. Persons so appointed shall serve until the next election date. Nominations for officers and other members of the Central Office Committee shall be made from the floor at the time of the Central Office Committee election meeting according to paragraph V. To be elected, the candidate must receive a majority of the written votes cast. In the event a majority is not reached on the first ballot, the person with the fewest number of votes will be eliminated and a second vote cast. This procedure will be followed until a majority is reached. VI. The Chairperson is the Executive officer of the Committee and shall preside at meetings. The Vice-Chairperson shall discharge of the duties of the office when the chairperson is absent. The Treasurer shall audit the funds of the Central Office and, in cooperation with the Office Manager, maintain a monthly accounting system for receipts and disbursements. The Treasurer shall also provide written monthly financial reports to the Committee and provide a year-end financial statement to the Central Office Committee, with a copy to the Office Manager. The Treasurer will ensure a file of monthly bank statements and financial reports to be maintained in the Central Office and will endeavor to maintain a prudent reserve for operating expenses. Withdrawals from the checking account shall require one of the signatures of the following: 1. The Treasurer of the corporation 2. The Central Office Manager 3. Others designated by the Central Office Manager and the Treasurer. The amounts disbursed shall not exceed the amount of one month’s operation costs. The Secretary of the Committee will keep a record of all Central Office Committee meetings. These records shall be maintained and filed at the Central Office. VII. Special Committees may be created for limited times and purposes, at the discretion of the Chairperson. Normally, these special committees shall serve until the next annual voting meeting. A newly elected Chairperson has the option to re- appoint the persons presently serving on the Central Office Committee or to appoint new members. VIII. IX. The Central Office Manager may serve voluntarily or be a paid worker. The Central Office Manager is authorized to conduct all routine functions of the Central Office, including selection of and removal of personnel under his/her charge. All discharges of personnel shall be approved by the Central Office Committee before discharge is made. The decision of the Central Office Committee shall be final unless reversed by a simple majority vote of the AA Group representatives present and voting on the issue at hand. Any AA Group may petition the Central Office Committee for review of policy. To amend these by-laws, a written proposal with sufficient copies for distribution to each established AA Group served by the Central Office, shall be given to the Secretary of the Central Office Committee. The proposal shall be read at three consecutive Committee meetings and voted upon after the third reading. A simple majority of those present and voting is required to adopt, providing a quorum of the committee members is present. Also, each AA Group must be notified that a vote will be held on such proposal at least 30 calendar days prior to the final reading. It shall be the responsibility of each AA Group to furnish representation at the time of voting. (See paragraph V. of these by-laws.) X. The Central Office will maintain a copy of these original by-laws for the perusal of all interested persons. This copy of the by-laws may not be removed from the Central Office. Approved and Adopted in Committee: September _____, 1987 Revised Article III. Approved and Adopted Feb. 10, 1992 Revised Article V. Approved and Adopted May 12, 2012 Mary Elbell, Chairman Central Office Committee Note: This is a copy and the above signature is a computer-generated facsimile. Original document is on file at the Central Office. This copy is intended for use by Central Office Committee members.