ARTICLE I ~ NAMES

The name of this Corporation, as set forth in its Certificate of Incorporation, is Al‑Anon Family Group Headquarters, Inc. (referred to herein as the “Corporation” or “World Service Office”).

1. As used in these BYLAWS:

a) Al‑Anon group means a group of relatives and friends of alcoholics formed and functioning in keeping with the principles and Traditions of the Al‑Anon fellowship.

b) Alateen group means a group of teenage relatives and friends of alcoholics formed and functioning in keeping with the principles and Traditions of the Al‑Anon fellowship.

c) World Service Conference means the body described in Article XI of these BYLAWS.

d) Trustee means a person who is or becomes a Trustee pursuant to these BYLAWS.

ARTICLE II ~ PURPOSES

1. The purposes for which the Corporation was formed, as set forth in its Certificate of Incorporation, are: “To encourage, assist and serve the families and friends of alcoholics in dealing with the problems concerning and attendant on alcoholism; to reinforce their efforts to understand the alcoholic and to foster his or her restoration to normal life; to disseminate information in relation thereto and to conduct, and participate in, any other classes of service to assist families and friends of alcoholics in dealing with their problems.”
2. In furtherance of the purposes set forth in the Certificate of Incorporation, the World Service Office will:

a)   Coordinate policy among the Al-Anon and Alateen groups throughout the world;

b)   Assist Al-Anon and Alateen groups in the conduct of their activities;

c)   Provide relatives and friends of alcoholics with information about the principles and Traditions of Al-Anon;

d)   Provide information about the locations of Al-Anon and Alateen groups;

e)   Assist in the formation of new Al-Anon and Alateen groups

f)    Publish literature of interest to Al-Anon and Alateen groups;

g)    Bring Al-Anon and Alateen to the attention of the public;

h)   Provide information and other assistance to persons for whom regular attendance at meetings of Al-Anon or Alateen groups is difficult or impractical;

i)     Establish and maintain national and international public outreach; and

j)     Establish and maintain policies for the work of the World Service Office.

ARTICLE III ~ MEMBERS

1. The Corporation shall have no members.

ARTICLE IV ~ TRUSTEES

1. The Directors of the Corporation shall be the persons who are the Trustees of the Corporation. Each Trustee shall become a Director upon becoming a Trustee and shall cease to be a Director upon ceasing to be a Trustee. For the purpose of these BYLAWS, the term Director and Trustee shall be deemed synonymous and interchangeable so far as necessary to conform to the Certificate of Incorporation of the Corporation which contemplates, and refers to, Directors.

2. The Board of Trustees shall consist of not less than seven nor more than twenty‑one persons with the following classifications: Trustees at Large, Regional Trustees, Lifetime Trustees, and a Sustaining Trustee, as those terms are described in these BYLAWS. The actual number of Trustees and the composition of the Board among the classifications described herein shall be as established by the Board from time to time with guidance from the World Service Conference.

3. Trustees at Large are Trustees whose nomination originates with, or with the consent of, the Board of Trustees. The total number of such Trustees shall be set by the Board of Trustees from time to time and shall always be a number evenly divisible by three. One‑third of the number of Trustees at Large shall be elected each year at the annual meeting of the Board of Trustees and shall take office on the day following such meeting.

4. Regional Trustees are Trustees who live in geographic areas of the United States and Canada designated as official regions by the World Service Conference. Their purpose is to bring a regional perspective to the Board. They do not represent the members of the region, nor are they responsible to the region. The total number of Regional Trustees shall be a number evenly divisible by three and one‑third of the number shall be elected each year at the annual meeting of the Board of Trustees to take office on the day following such meeting. The Areas within the Regions participate in recommending Trustee candidates through the Regional Committee on Trustees (RCT) to the Nominating Committee.

5. The Nominating Committee is charged with submitting nominations for Trustees to replace those whose terms will expire. The Nominating Committee shall provide written notice of such nominations to the Board of Trustees no later than thirty days prior to the annual meeting at which the vote is to be taken on such nominees. In the event a nominee for Trustee is not elected by the Board of Trustees, the nominee shall be withdrawn, and the position declared vacant. The position may be filled in accordance with Article IV, paragraph 9.

6. The Sustaining Trustee is the person employed by the World Service Office established by Al‑Anon Family Group Headquarters, Inc. to hold the office of Executive Director of the World Service Office. The term of office of the Sustaining Trustee shall be for the same period as the person is employed by the World Service Office as Executive Director.

7. Lois W. and Anne B., the co-founders of Al-Anon, were Lifetime Trustees who served as Trustee as long as each lived.

8. Any Trustee may resign by sending written notice to the Secretary of the Corporation.

9. Any vacancy in the office of a Trustee at Large or Regional Trustee which occurs in any year between the annual meeting and the next World Service Conference may be filled at a meeting of the Board of Trustees by a majority vote. Any such person appointed by the Board of Trustees to fill such vacancy shall serve until the next annual meeting.

10. The length of time any Trustee at Large and Regional Trustee may serve on the Board is 2 three-year terms which may be consecutive. However, a Trustee who has served two terms but has not served a full six years may be eligible for appointment by the Board in accordance with Article IV, Paragraph 9.

11. Any member of the Board of Trustees may be removed for just cause by a vote of at least two thirds of the Board of Trustees at a regular or special meeting. Just cause may be found to exist by the Board of Trustees based on: i) the member’s absence from two or more meetings during any twelve-month period without the Board of Trustees’ prior approval; ii) a conflict of interest or a conflict of commitment violation involving the member; or iii) the member’s failure to adhere to any written policies and procedures of the Board of Trustees.

Upon a finding of just cause by the Board of Trustees, the Secretary of the Corporation shall send written notice of the proposed removal to such member at his or her last recorded address on file with the Corporation at least fifteen (15) days before final action is taken on such removal. At any time after such finding by the Board of Trustees, the President or Secretary, or both, may meet with the member to discuss the Board of Trustee’s finding concerning such member.

The member may submit a written statement to the Board of Trustees regarding the proposed removal not less than five (5) days before any final action on the proposed removal. Prior to any final action, the Board of Trustees shall review any such statement submitted and determine the mitigating factors, if any, contained therein on the proposed removal before the final vote by the Board of Trustees to remove such member. Upon the vote of at least two‑thirds of the Board of Trustees to take final action on such removal at a regular or special meeting of the Board of Trustees, the removal will become effective as of the date of the meeting, or at such later date as may be determined by the Board of Trustees at such meeting, and the member shall be notified in writing by the Board of Trustees of its decision.

12. Trustees shall serve without remuneration, but they shall be entitled to payment of reasonable expenses.

ARTICLE V ~ POWERS AND DUTIES OF THE TRUSTEES

1. The Board of Trustees shall control and manage the affairs of the Corporation.

2. Without limiting the generality of the foregoing, the Board of Trustees shall have the following powers:

a) To establish and maintain the policies of the World Service Office;

b) To control the property and finances of the World Service Office;

c) To establish plans and conduct the operations of the World Service Office;

d) To authorize expenditures;

e) To elect the officers of the Corporation;

f) To elect the at-large members of the Executive Committee and appoint members of other committees in accordance with these BYLAWS;

g) To appoint and remove an Executive Director and a Director of Finance and Operations for the World Service Office; and

h) To take such measures as may be necessary to carry out the purposes of the World Service Office.

3. Any Trustee having a substantial financial interest in any contract or transaction requiring authorization by the Board of Trustees shall not vote on the matter.

ARTICLE VI ~ OFFICERS

1. The Officers of the Corporation shall consist of a President, a Vice President, a Treasurer and a Secretary, and such other officers as may be deemed necessary from time to time by the Board of Trustees. The Executive Director serves as the Secretary of the Corporation.

2. The President, the Vice President, and the Treasurer shall be elected at the annual meeting of the Board of Trustees from among the Trustees for a term of one year each.

3. The President shall also serve as the Chairperson (and is sometimes herein referred to as the Chairperson), and the Vice President shall also serve as the Vice Chairperson (and is sometimes herein referred to as the Vice Chairperson).

4. Any Officer vacancy may be filled for the unexpired term by a majority vote of the Board of Trustees.

5. Any Officer may be removed from office by an affirmative vote of at least two-thirds of the Board of Trustees.

6. A Trustee cannot serve more than three one‑year terms in a particular Board Officer position.

ARTICLE VII ~ DUTIES OF OFFICERS

1. THE PRESIDENT. The President shall preside at all meetings of the Board of Trustees, and shall perform all the necessary duties, and exercise all the customary powers, incident to the office of President, including the appointment of committee Chairpersons, with the exception of the Chairperson of the Executive Committee. The President shall have general supervision of all of the affairs of the Corporation and shall serve in an ex officio capacity on all committees, except the Audit Committee and Executive Committee for Real Property Management, and in that capacity may participate in committee discussions but not vote on any committee matters.

2. THE VICE PRESIDENT. The Vice President shall assist the President, as assigned or requested, in the performance of the President’s duties and/or the exercise of his/her powers. In event of the President’s absence or disability, the Vice President shall promptly call a special meeting of the Board of Trustees for the purpose of determining whether the President’s absence or disability prevents the President from serving in that office. The Board of Trustees shall make such determination in its sole discretion. In the event the Board of Trustees determines that the President is unable to serve because of such absence or disability, the office shall be deemed vacant and the Board of Trustees shall elect a successor. Until such time as a successor is elected, the Vice President shall perform the duties and exercise the powers of the President.

3. THE TREASURER. The Treasurer shall be the financial officer of the Corporation and shall provide advice to the Corporation with respect to general financial policy and ancillary matters subject to such directions as may be given by the Board of Trustees. The Treasurer may be an authorized signatory for the disposition of funds of the Corporation on deposit in banks and other holding accounts. The Treasurer shall not be individually responsible for accounting procedures, security of funds, books of accounts or financial records, but does have general oversight authority respecting these matters.

4. THE SECRETARY. The Secretary shall record the minutes of all meetings of the Corporation, shall be the custodian of books and records of the Corporation and shall perform such other duties as may be delegated. The Secretary shall serve in an ex officio capacity on all committees, except the Audit Committee and Executive Committee for Real Property Management, and in that capacity may participate in committee discussions but not vote on any committee matters.

5. The Officers of the Corporation shall each perform such other duties as may be delegated to them by the Board of Trustees as well as such other duties as shall pertain to their respective offices.

ARTICLE VIII ~ FINANCES

1. The fiscal year of the World Service Office shall begin on the first day of January and end on the 31st day of December thereof.

2. Checks shall be made in the name of the Corporation and shall be signed by two Officers or employees as may from time to time be designated by the Board of Trustees.

ARTICLE IX ~ MEETINGS

1. The annual meeting of the Board of Trustees shall be held within twenty-four hours of the closing of the World Service Conference in April of each year at such place as is designated by the Board of Trustees, except when special circumstances warrant a change of date of the Conference.

2. Regular meetings of the Board of Trustees shall be held in January, April, July and October at a time and place designated by the Chairperson.

3. If all the Trustees consent thereto generally or in respect of a particular meeting, a Trustee may participate in a meeting of the Board or of a committee of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Trustee participating in such a meeting by such means is deemed to be present at the meeting.

4. Special meetings of the Board of Trustees may be called by the Chairperson at any time. In addition, the Chairperson shall call a special meeting as soon as reasonably practical upon the written application of three Trustees or upon the written application of the Chairperson of the Executive Committee for the transaction of such business as may be described in such application. The written application hereunder may be made by electronic means.

5. Notice of each meeting of the Board of Trustees shall be given to the Trustees at least fourteen days before such meeting if given to the Trustees by postal mail or forty‑eight hours if given by electronic means. Notice shall be deemed given when sent, and if by mail, when deposited in the United States mail with postage prepaid thereon. Trustees may waive notice of meetings by executing appropriate waivers

6. A majority of the Trustees present at a meeting shall constitute a quorum for the transaction of business at such meeting. Each Trustee shall have one vote. The vote of the majority of the Trustees present at the time of the vote, if a quorum is then present, shall be the act of the Board of Trustees, except as otherwise provided by law. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum is obtained.

7. Interim actions of the Board of Trustees may be taken without a meeting with the unanimous consent of the Trustees. Such consent may be written or electronic. Interim actions shall be formally approved at the next meeting of the Board of Trustees.

8. Any member unable to attend any meeting of the Board shall give advance notice of the absence to the Chairperson or Secretary of the Board and indicate the reason for the absence. Any member who fails to attend two or more meetings per year for reasons deemed inadequate by the Board shall be subject to dismissal by the Board as described in Article IV.11. For the purposes of this paragraph, the Board of Trustees’ meetings during the World Service Conference shall be deemed to be one meeting.

9. Unless otherwise determined by the Chairperson, the order of business at all meetings shall be as follows:

a) Calling of roll;

b) Approval of minutes;

c) Report of Treasurer;

d) Committee reports and communications;

e) Elections (if such action is scheduled for such meetings);

f) New Business.

ARTICLE X ~ INDEMNIFICATION

1. Each individual serving or having served as Trustee or Officer, or both, of the Corporation shall be indemnified in the circumstances and to the full extent permitted by law, against any and all costs, expenses and financial consequences of whatever nature, including legal fees actually incurred in connection with any action, suit or legal proceeding of any kind in which such an individual is a defendant by reason of serving or having served as an Officer or Trustee, or both, of the Corporation. This indemnification shall also extend to any individual made a party defendant to any actions, suits or legal proceedings referenced in the preceding sentence by reason of the fact that his testator or intestate served as Trustee or Officer of the Corporation.

ARTICLE XI ~ WORLD SERVICE CONFERENCE

1. The World Service Conference consists of the following persons:

a) State, provincial and territorial Delegates from the United States, Canada, and Bermuda.;

b) Trustees of the Corporation;

c) Al-Anon members who serve as Directors and Associate Directors of the World Service Office;

d) The persons comprising the Executive Committee of the Board of Trustees; and

e) Such other persons as deemed necessary for Conference business and representatives from countries not served by the World Service Conference Structure may be admitted by Conference vote. These persons may participate but not vote.

2. The World Service Conference shall be the permanent body empowered to express the conscience of the Al-Anon fellowship.

3. The Board of Trustees shall consult with the World Service Conference and, when required, accept its decision. However, the Board of Trustees shall continue to be vested with the full legal powers and responsibilities for the World Service Office.

4. Three‑fourths of all authorized participants registered at the Conference may bring about a reorganization of the World Service Office as or when it is deemed essential. They may request the resignation of the entire Board of Trustees and the nomination of a new slate of Trustees. In this regard the annual election of Trustees shall be subject to the understanding of each Trustee, that his resignation may be requested by the Conference, subject to the further understanding that prior to any such resignation becoming effective each Trustee shall be requested to vote for the successor slate of Trustees presented by the Conference. For the purpose of bringing about a reorganization of the World Service Office, the number of World Service Office participants voting shall be limited to one‑fourth of the total Conference vote.

ARTICLE XII ~ COMMITTEES

1. EXECUTIVE COMMITTEE. The Executive Committee is comprised of eight members. The Board of Trustees shall elect four members at each annual meeting. The elected members of the Executive Committee shall include three Al‑Anon members, preferably not Trustees (“At‑Large Members of the Executive Committee”), and an Al‑Anon member of the administrative staff of the World Service Office. In addition, the Chairperson of the Finance Committee, the Chairperson of the Policy Committee, and the Executive Director of the World Service Office serve as members and the President as an ex‑officio member of the Executive Committee by virtue of their positions. The Executive Committee shall meet at such times as the Board of Trustees may direct and shall have the power to manage the affairs of the World Service Office on behalf of the Board of Trustees in the intervals between meetings of the Board of Trustees.

The Committee shall report all such action to the full Board no later than the next meeting of the Board. The Board of Trustees shall elect one volunteer member of the Executive Committee as the Chairperson. The Executive Director is the Secretary.

The Chairperson of the Executive Committee serves as an ex‑officio member of the Board of Trustees and in that capacity may participate in Board discussions but may not vote on any Board matters.

The President shall perform the duties of the Chairperson of the Executive Committee in that person’s absence.

Any At‑Large Member of the Executive Committee unable to attend any meeting of the Executive Committee shall give advance notice of the absence to the Chairperson or Secretary of the Corporation and indicate the reason for the absence. Any At‑Large Member of the Executive Committee who fails to attend two or more meetings per year for reasons deemed inadequate by the Executive Committee shall be subject to dismissal. In the event the Executive Committee determines that dismissal of an At‑Large Member is appropriate for this reason, it shall recommend to the Board of Trustees such At‑Large Member’s dismissal. The Board of Trustees may then take action to dismiss such At‑Large Member and appoint a new At‑Large Member to serve until the next annual meeting.

2. EXECUTIVE COMMITTEE FOR REAL PROPERTY MANAGEMENT. The Board of Trustees shall appoint at each annual meeting the necessary members to complete an Executive Committee for Real Property Management consisting of five persons. The Executive Committee for Real Property Management shall include the Director of Finance and Operations, the Chairperson of the Finance Committee, and three Al‑Anon members who are not Trustees nor At‑Large Members of the Executive Committee. The Executive Committee for Real Property Management shall meet at such time as the Board of Trustees may direct but at least twice per year. The Board of Trustees delegates to the Executive Committee for Real Property Management the oversight and the management of the real property owned by the Al‑Anon Family Group Headquarters, Inc. in accordance with Motion 6 of the 2011 World Service Conference. For the purposes outlined in Motion 6, the Executive Director and the Chairperson of the Board of Trustees are not ex‑officio members of this Executive Committee and may not attend its meetings unless invited to do so. The nomination of the three Al‑Anon members, who are not Trustees nor At‑Large Members of the Executive Committee, for the Executive Committee for Real Property Management will be conducted by the Nominating Committee in consultation with the Conference Committee on Trustees. After said nominees receive traditional approval by the Conference, the Board will elect them.

The Board of Trustees shall elect annually one of the volunteer members, who are not Trustees nor At‑Large Members of the Executive Committee, as the Chairperson of the Executive Committee for Real Property Management.

The Chairperson of the Finance Committee shall perform the duties of the Chairperson of the Executive Committee for Real Property Management in that person’s absence, or, once an opening has been declared, until a new Chairperson is appointed.

Any vacancy in the office of an At‑Large Member of the Executive Committee for Real Property Management which occurs in any year between the annual meeting and the next World Service Conference may be filled until the next annual meeting by another Al‑Anon member appointed to that position by the Board of Trustees.

3. FINANCE COMMITTEE. The Board of Trustees shall appoint a Finance Committee consisting of the following members: The Treasurer of the Corporation, the President of the Corporation, the Chairperson of the Executive Committee, one other Trustee designated by the President, and the Executive Director. The Director of Finance and Operations shall serve in an ex‑officio capacity, and in that capacity may participate in committee discussions but not vote on any committee matters. The Treasurer shall be the Chairperson of the Finance Committee. The Executive Director is the Secretary. The Finance Committee shall plan the yearly budget of the World Service Office and shall render such other services as may be requested by the Board of Trustees.

The President shall perform the duties of the Chairperson of the Finance Committee in the absence of the Treasurer.

4. POLICY COMMITTEE. The Board of Trustees shall appoint a Policy Committee consisting of the following members: Trustees, At‑Large Members of the Executive Committee, and the Conference members of the WSO administrative staff. The Chairperson of the Policy Committee shall be appointed by the Chairperson of the Board of Trustees. The Policy Committee shall consider Al‑Anon policies particularly in relation to Al‑Anon’s Traditions, make recommendations to the Board of Trustees, and render such other services as the Board of Trustees may request.

The President shall perform the duties of the Chairperson of the Policy Committee in that person’s absence.

5. NOMINATING COMMITTEE. At each annual meeting of the Board of Trustees, the Chairperson of the Board appoints the Chairperson of the Nominating Committee, with Board approval. After the annual meeting, the Chairperson of the Nominating Committee, in consultation with the Chairperson of the Board, appoints current Trustees to serve as the members of the Nominating Committee. Whenever possible, at least one of the members must be from Canada.

6. The Board of Trustees may form and appoint such other committees as they may from time to time determine appropriate.

7. Committee members with the exception of the Executive Committee for Real Property Management shall hold office for a term of one (1) year. Executive Committee for Real Property Management members shall hold office for a maximum of one three (3) year term or part thereof.

8. Committee members shall serve without remuneration but shall be entitled to payment of reasonable expenses.

9. Any Committee member may be removed from office for cause by affirmative vote of two‑thirds of the Trustees.

ARTICLE XIII ~ AMENDMENTS

The Board of Trustees shall have the power to amend or alter these BYLAWS in whole or in part by the affirmative vote of two-thirds of the Trustees.