BYLAWS ARTICLE I--NAME, PURPOSE, LOCATION. This Society shall be known as North Orange County Central Office of Alcoholic Anonymous Groups, Inc.

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1 ". NORTH ORANGE COUNTY CENTRAL OFFICE Of ALCOHOLIC ANONYMOUS GROUPS, INe. 133 W, Chapman Ave" Suite C Fullerton, Calif ) 773-HELP - 714) BYLAWS ARTICLE I--NAME, PURPOSE, LOCATION Section 1 - Name This Society shall be known as North Orange County Central Office of Alcoholic Anonymous Groups, Inc. Section 2 - Purpose The purpose of this Society shall be to operate and maintain the North Orange County Central Office of Alcoholic Anonymous Groups, Inc., and to perform those functions which the Service Board shall determine are appropriate services to AA groups. This may include, but is not limited to: 12th Step services, 24-hour telephone service for those requiring assistance, and supplying books, literature and other meeting aids to AA groups. All operations of the North Orange County Central Office shall be consistent with the 12 traditions and guidelines of Alcoholic Anonymous. Section 3 - Location The principal place of business for this Society shall be within the County of Orange, State of California, as may be established by the Service Board. ARTICLE II - MEMBERSIllP Section 1 - Qualifications The membership of this Society shall consist of any AA group that appoints a representative, and supports this Central Office in accordance with the accepted guidelines of Alcoholic Anonymous. c, ;

2 Bylaws Page 2 Section 2 - Group Representation Each member group may have only one 1) voting representative, but any member of a participating group may attend and observe any membership meeting. No representative shall represent more than one group. A change in the representative may occur at any time, but the Central Office must be notified of the name and mailing address of the new representative. The Group representative shall have at least one 1) year of continuous sobriety. Section 3 - Voting Rights The representative of each member group, who is present at a meeting of the membership, shall be entitled to one 1) vote. Voting for members of the Service Board shall be by written secret ballot, and election shall be by plurality vote. Voting on general business shall be by voice vote or show of hands as deemed best by the presiding Director, with a majority vote at any meeting necessary to pass any motion unless otherwise prescribed in these Bylaws. SECTION III - :MEMBERSillP :MEETINGS Section 1 - Place of Meetings -. All meetings of the membership shall be held at a place convenient to the majority of the member representatives and designated by the Service Board. Section 2 - Regular Meetings The Service Board shall meet with the member representatives on a monthly basis, the date and time of such meetings to be determined by the Service Board. At the regular annual meeting in January, elections shall be held as prescribed Article IV, Section 4 of these Bylaws. Section 3 - Special Meetin!!s Special meetings of the membership, for any purpose or purposes whatsoever, may be called by the Chairperson or Vice-Chairperson of the Service Board, or by any two 2) members thereof, or by ten 10%) of the intergroup membership. Section 4 - Notice of Meetings i \. Notice of the annual meeting in January and any special meetings shall be mailed to each member representative's address of record at least ten 10) days prior to the meeting date. Notice of any meeting of the membership shall specify the place, the date and hour of the meeting, as well as the general nature of the business to be transacted.

3 Bylaws Page 3 Section 5 - Quorum At all meetings of the membership, at least ten 10) members must be present to constitute a quorum. ARTICLE IV - SERVICE BOARD Section 1 - Membership of the Service Board The governing powers of this Society shall be vested in the Service Board, which shall consist of seven 7) members. They shall be elected as prescribed in Article IV, Section 4 of these Bylaws. Any member of Alcoholic Anonymous who, at election, has attained two 2) years of continuous sobriety, shall be eligible to serve on the Service Board. Continuous sobriety shall be a prerequisite for serving on the Board. Section 2 - Authority The Service Board shall have the power to call special meetings of the Board as prescribed in Article IV, Section 3 of these Bylaws. The Service Board shall have the power to appoint, and remove, at their discretion, all agents and employees of this Society, and shall fix their duties and prescribe their compensation, if any. The members of the Board who are paid employees of the Society shall not vote on any matters pertaining to their own compensation. The Service Board shall have the power to conduct, manage and control the affairs of the Society and to make rules not inconsistent with the laws of the State of California or these Bylaws, or the 12 Traditions of AA for the guidance of the officers, Service Board members and employees of the Society. The Service Board shall have the power to incur indebtedness which shall be binding upon the Society, and the Office Manager shall have the power to expend such funds as are necessary for the functioning of the Central Officer, subject to review by and accountability to the Board as a whole. It is the express responsibility of the Board to report all financial matters to the membership. The Service Board may appoint any such committees as they deem necessary, consistent with California law and these Bylaws. Such committees shall serve at the pleasure of the Board. I "

4 '...~ Bylaws Page 4 Section 3 - Meetings The Service Board shall meet monthly at the date, time and place most convenient to the majority of its members, but such meeting date, time and place shall remain consistent between elections. Special Meetings of the Board may be called by the Chairperson or any two 2) of the Service Board members provided all Board members are notified of the date, time and place of said meeting and the purpose thereof. Notice of such meetings may be by telephone. At any meeting of the Service Board, a simple majority of Board members shall constitute a quorum. Section 4 - Elections At the annual membership meeting in January of the odd years i.e. 1987, 1989, 1991, etc.), three 3) seats on the Service Board shall be filled. At the annual membership meeting in January of the even years i.e. 1988, 1990, 1992, etc.), four 4) seats shall be filled. The term of office shall be for two 2) years. No Service Board member may serve more than two 2) consecutive elected terms, either full or partial. A member may be elected to the Service Board, in accordance with the procedures prescribed in Article IV, Section 4 of these Bylaws, after an absence of at least one 1) year from the Service Board Officers shall be chosen by each newly constituted Service Board at the next board meeting following the annual membership meeting at which the new Service Board members are elected. Actual term of office shall begin on the first day of the month following election. Nominations membership may be made by any Inter-Group representative present at the annual meeting. Section 5 - Vacancies A Service Board seat may be declared vacant if the incumbent is absent from either three 3) consecutive regular monthly meetings of the Service Board or a total offour 4) meetings during one 1) calendar year. Vacancies on the Service Board, other than those resulting from the expiration of a regular term, shall be filled by the Service Board until the next following annual membership meeting in January, at which time terms with one 1) year remaining shall be filled in accordance with the procedures specified in these Bylaws for filling regular two 2) terms. Section 6 - Responsibilities \. The officers of this Society shall be the Chairperson, Vice-Chairperson, Treasurer. Only Board members are eligible to be officers. Secretary and

5 Bylaws Page 5 A The Chairperson shall serve as Chairperson of the Service Board, and shall preside at all meetings of the membership and of the Service Board. The Chairperson is ex-officio a member of all committees and the Board. All such other powers and duties shall be as prescribed by the Service Board or these Bylaws. B. The Vice-Chairperson shall in the absence or disability of the Chairperson, assume all duties of the Chairperson, and shall have such other powers and duties as may be prescribed by the Service Board or by these Bylaws. C. The Secretary shall keep a book or books of minutes at the principal office of the Society, of all meetings of the Service Board and of members, with day, date, hour and place of meeting s), whether regular.or special, if special how authorized, the notice thereof given, the names of the Service Board members absent at meetings, and the names of those present at Service Board meetings. '. \ D. The Treasurer shall prepare, or cause to be prepared, an annual budget, which shall be presented to the Service Board for approval at its regular meeting in February of each year, shall work closely with the Office Manager regarding Central Office income and disbursements, report monthly to the Service Board and the membership regarding the financial position of the CentralOffice, and shall have such other powers and duties as may be prescribed by the Service Board or by these Bylaws. E. The Office Manager shall be a paid position that reports directly to the Service Board and is subject to the control and direction of the Board. Responsibility is for all services provided and received in regard to the 12th-Step referral program of - the Central Office, and for continuing contact with the AA groups in the North Orange County Central Office service area as well as office administration. F. Other areas of responsibility shall be assigned to remaining Service Board members dependent upon their ability. These may include Communications, Public Information, Activities and Special Events, or any other area of responsibility found to be appropriate by the Service Board. ARTICLE V - GENERAL BUSINESS Section 1 - Records The Society shall maintain adequate and correct accounts, books and records of its business. All such books, records, and accounts shall be kept at its principal place of business in the State of California, as fixed by the Service Board.

6 I, Bylaws Page 6 Section 2 - Inspection of Books and Records All books and records provided for by law shall be open to inspection of the members from time to time. Section 3 - Certification and Inspection of Bylaws The original or a copy of these Bylaws, as amended or otherwise altered to date,. certified by the Secretary, shall be open to inspection by the members and Service Board members of the Society. ~ ARTICLE VI - M1ENDMENTS Amendments to these Bylaws may be proposed at any meeting of the Service Board by majority vote of the Board members, or at any membership meeting with the support of ten 10) or more members. To become effective, amendments must receive a two-thirds vote at any membership meeting, provided that the member representatives are notified of the proposed amendments) by first-class mail to their address of record, postmarked no less than fifteen 15) nor more than thirty 30) days prior to the meeting at which the vote will be taken. ARTICLE VII-RULES OF ORDER The rules of order contained in the most recent edition of the publication, "Robert's Rules of Order" shall be used to govern this Society in all cases to which they are applicable, and in which they are not inconsistent with the rules of the Society. ARTICLE VTII-ORDER OF BUSINESS The order of business for this Society shall be as follows: l. Roll Call 6. Committee Reports 2. Serenity Prayer 7. Old Business 3. Approval of minutes of previous 8. New Business Meetings \. 4. Treasurer's Report 9. Lord's Prayer 5. Office Manager's Report 10. Adjournment

7 Bylaws Page 7 This issue of these Bylaws;~;resents a substantial revision. / It was approv~~ting of the,er-group membershipon No:ember 02, Certified by~cllj~ ~Secretary Witnessed by Service Board Members: l