24 TH STREET, INC.
CONSTITUTION AND BYLAWS

Section I – Purpose
1.1 Name. The name of this corporation shall be 24 TH STREET, INC. (hereafter
"Corporation").
1.2 Purposes. Corporation is a Georgia nonprofit corporation organized for the purpose of
assisting in the practice of 12-step recovery. The activities of Corporation will be in accordance
with the Steps and Traditions of Alcoholics Anonymous here after ("AA"). Corporation will
lease or purchase facilities for 12-step related meetings. Facilities may also be provided for
special events, dining, and conferences. However, Corporation is not to be construed as an agent
for, or an entity of, AA, or any other 12-step program.
1.3 Registered Agent and Office. Corporation shall maintain a registered office in the State of
Georgia, and shall have a registered agent whose address is the same as the address of the
registered office.
1.4 Nonprofit Corporation. The Corporation shall be organized and operated as a nonprofit
corporation under the provisions of the Georgia Nonprofit Corporation Code.
1.5 Governing Instruments. The Corporation shall be governed by its articles of
incorporation and its bylaws.

Section II – Membership
2.1 Eligibility for Supporting Membership. Membership is not open to the general public, and is
limited to members of 12-step recovery programs. Requirements for Membership in Corporation:
(1) Member of a 12-step recovery program.
(2) Payment of current dues.
2.2 Member in Good Standing. A member in good standing is defined as follows: (1)
No more than 90 days in arrears..

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(2) In compliance with Corporation house and ground rules approved by the Board of

Directors.
2.3 Termination of Membership. Membership may be terminated as follows: (1) A
Member may resign by submitting resignation to the Membership Committee.
(2) Misconduct or violation of Corporation house and ground rules will result in Membership
termination. In such cases, the member in question may request a hearing with the Board.
(3) Membership will also be terminated if contributions are three months in arrears and no
arrangements have been made after being contacted.
A Member experiencing extreme financial hardship may request that the Board grant a "hardship
Membership." In such cases, the Board may elect to waive or suspend contributions for that
particular Member temporarily – these situations will be decided by the Board on a case-by-case
basis.
2.3 Annual Meetings of Membership. A Sunday in January of each year shall be designated by
the Board as the "annual Membership meeting" to elect the Board of Directors for the
following year. Other business affecting the Corporation of any nature may also be properly
discussed and voted on at this meeting. Notice of the annual meeting of Members shall be
provided to Members at least thirty (30) days prior to the meeting.
2.4 Special Meetings of Membership. The Board of Directors or twenty-five percent (25%) of
Members in good standing may call a special meeting of the Membership to address matters
affecting the Corporation. Notice of a special meeting shall specify the time and place of the
meeting and the nature of any business to be considered. Notice must be provided at least ten
(10) days prior to the date of the meeting.
2.5 Place of Meetings. Meetings of the Members shall be held at the principal office of the
Corporation, virtual online platform, or at such other suitable place convenient to the Members
as may be designated by the Board of Directors, either in the community or as convenient thereto
as possible and practical.
2.6 Quorum of Members. At meetings of the Members, at least one-third of Members in
good standing must be in attendance to constitute a quorum for the transaction of business.
2.7 Vote Required for Action. Except as otherwise provided in these bylaws, the act of a
majority of the Members present at the meeting at which a quorum is present shall be the act of
the Members.

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Section III – Governance

3.1. Authority and Responsibility of the Board of Directors. All corporate powers of the
Corporation conferred by the articles of incorporation, these bylaws, the Georgia Nonprofit
Corporation Code, or otherwise, shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed under the direction of, the Board of
Directors.
3.2 Conduct of Business. By majority vote of the Directors then in office, the Board of
Directors may adopt such rules and regulations for the conduct of its business and the business
and affairs of the Corporation as the Board deems advisable, and may, in the execution of its
powers, delegate certain of its authority and responsibility to, or seek advice from, one or more
committees.
3.3 Number. The Corporation initially shall have at least nine (9) Directors. The Board of
Directors may fix the number of Directors and their qualifications by resolution adopted from
time to time by a majority of all Directors then in office.
3.4 Nomination of Directors. Candidates for director shall be nominated by a nominating
committee, and candidates may be elected from the floor at the annual meeting of Members. At
least sixty days prior to the annual Membership meeting, the President shall appoint a
nominating committee comprised of at least three Members. Thirty days prior to the election, the
nominating committee shall advise the Secretary of its nominations for the Board. The Secretary
shall post the names of the nominees at least fifteen days prior to the election. Additional
nominations may be made from the floor. At the close of nominations the President shall
announce the names of those Members nominated and eligible to serve. All candidates shall have
a reasonable opportunity to communicate their qualifications to the Members and to solicit votes.
3.5 Qualifications of Directors. All candidates must be Members of the Corporation in good
standing with the following minimum qualifications: (1) two years continuous membership in
their 12-step program; and, (2) one year of Corporation Membership. A club employee may not
serve on the Board. A member of the Board who has served a full term may not succeed himself.
3.6 Election and Term of Office. Directors shall be elected and hold office as follows:
(a) The initial nine (9) Members of the Board of Directors will be appointed by the incorporator.
In order to provide for staggered terms of three years, the initial Board of Directors will be
divided into three groups of three Directors each: one group will have a terms of three years, one
group will have terms of two years, and one group will have terms of one year. The Board of
Directors is responsible for assigning the terms of office for the initial Directors.
(b) At each annual meeting of the Members thereafter, three (3) or more Directors shall

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be elected as needed to replace those Directors whose terms are expiring. Each member shall
cast a written ballot for one nominee for each vacancy. Proxy votes are not allowed. Those
nominees receiving the greatest number of votes cast shall be elected.

(c) Each director so elected will take office at the close of the annual meeting of
Members at which such director is elected. Except with respect to the initial Board of Directors
(whose terms in office are described in paragraph (a), above), each director’s term in office shall
expire at the close of the third annual meeting of Members following his election, or at his earlier
death, disability, resignation or removal from office.
(d) Should the Members of the Board at any time number less than nine (9), the
Remaining Members of the Board shall elect, by majority vote, at the next Board meeting, a
number sufficient to make the full complement of nine. A Board member elected in this manner
shall serve the remaining term of the Board member he replaces.
3.7 Resignation and Removal.

(a) Any member of the Board who relapses while in office shall immediately resign.
(b) Any Board member guilty of misconduct detrimental to Corporation or its
Members, as determined by the Board shall immediately resign.
(c) If a director described in paragraphs (a) or (b), above, fails to resign he may be
removed from the Board at the next regular meeting of the Board or a special meeting by a
majority of the Directors present.
(d) Members may remove a member of the Board upon a petition for a special Members
meeting presented to President and signed by 25% of the Members in good standing. The
President shall give ten days’ notice to all Members by posting a notice on the Secretary's
bulletin board setting the time, date and place of meeting and director(s) for whom such meeting
has been called. The director(s) shall be removed upon the affirmative vote of two-thirds of the
eligible Members voting and present.
3.8 Place of Meetings. Meetings of the Board of Directors shall be held at the principal office
of the Corporation or at such other suitable place convenient to the Directors as may be
designated by the Board of Directors, either in the community or as convenient thereto as
possible and practical.
3.9 Regular Meetings; Notice. Regular meetings of the Board of Directors will be held monthly
at such times and places as the Board of Directors may designate by resolution. Notice

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of the regular schedule shall constitute sufficient notice of such meetings; otherwise, notice shall
be given by the Secretary at least ten (10) days before such meeting.
3.10 Special Meetings; Notice. Special meetings of the Board of Directors may be called by or at
the request of the President or any three (3) Directors in office at that time. The notice shall

specify the time and place of the meeting and the nature of any special business to be considered.
Unless waived, notice of the date, time, place, but not the purpose, of any special meeting of the
Board of Directors shall be given by the Secretary at least forty-eight (48) hours before such
meeting.
3.11 Waiver. The transactions of any meeting of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular
call and notice, if, (a) a quorum is present, and (b) either before or after the meeting, each of the
Directors not present signs a written waiver of notice, a consent to holding the meeting, or an
approval of the minutes. The waiver of notice or consent need not specify the purpose of the
meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting
without protesting before or at its commencement about the lack of adequate notice.
3.12 Quorum of Board of Directors. At meetings of the Board of Directors, a majority of the
Directors then in office (but not less than one-half of the number of Directors prescribed by
Section 3.3 of these bylaws) shall be necessary to constitute a quorum for the transaction of
business.
3.13 Vote Required for Action. Except as otherwise provided in these bylaws, the act of a
majority of the Directors present at the meeting at which a quorum is present shall be the act of
the Board of Directors.
3.14 Action by Directors Without a Meeting. Any action required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if one (1) or more consents in
writing, setting forth the action so taken, is signed by all Directors then in office. Such consent
shall have the same force and effect as an affirmative vote at a meeting duly called. The signed
consent, or a signed copy, shall be placed in the minute book.
3.15 Telephone and Similar Meetings. Directors may participate in and hold a meeting by
means of conference telephone or similar communications equipment by means of which all
persons participating in the meeting can simultaneously hear each other during the meeting.
Participation in such a meeting shall constitute presence in person at the meeting, except where a
director participates in the meeting and, at the beginning of the meeting or promptly upon
beginning participation, objects to holding the meeting or transacting business at the meeting and
does not subsequently vote for or assent to any action taken at the meeting.
3.16 Adjournments. A meeting of the Board of Directors, whether or not a quorum is present,
may be adjourned by a majority of the Directors present to reconvene at a specific time and

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place. It shall not be necessary to give notice of the reconvened meeting or of the business to be
transacted, other than by announcement at the meeting which was adjourned. At any such
reconvened meeting at which a quorum is present, any business may be transacted which could
have been transacted at a meeting which was adjourned.

Section IV – Officers
4.1 Number and Qualifications. The officers of the Corporation shall be a President, Vice
President, Secretary, and Treasurer.
4.2 Election and Term of Office. The officers of the Corporation shall be elected by the Board
of Directors and shall serve for terms of one (1) year and until their successors have been
elected and qualified, or until their earlier death, resignation, removal, retirement, or
disqualification. An officer may serve successive years in the same position.
4.3 Other Agents. The Board of Directors may appoint from time to time such agents as it
may deem necessary or desirable, each of whom shall hold office during the pleasure of the
Board and shall have such authority and perform such duties and shall receive such reasonable
compensation, if any, as the Board of Directors may from time to time determine.
4.4 Removal. Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors at any time, with or without cause.
4.5 Vacancies. A vacancy in any office arising at any time and from any cause may be filled for
the unexpired term at any meeting of the Board of Directors.
4.6 President. The President shall be the principal executive officer of the Corporation, shall
preside at all meetings of the Board of Directors, and shall serve as a voting member of the
executive committee of the Board of Directors and as a voting member, ex officio, of any and all
other committees of Directors. The President shall be authorized to enter into any contract or
agreement on behalf of the Corporation and to execute in the corporate name any instrument or
other writing. The President shall see that all orders and resolutions of the Board of Directors are
carried into effect, shall supervise and direct the management and operation of the Corporation in
the absence of an executive director, and shall make all decisions as to policy which may arise
between meetings of the Board of Directors. The other officers and employees of the
Corporation shall be under the President's supervision and control during such interim. The
President shall perform these and such other duties and have such other authority and powers as
the Board of Directors may from time to time prescribe.
4.7 Vice-President. The Vice-President shall, in the absence or disability of the President,
perform the duties and have the authority and exercise the powers of the President. The Vice-
President shall perform such other duties and have such other authority and powers as

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the Board of Directors may from time to time prescribe, or as the President may from time to
time delegate.
4.8 Secretary.
(a) The Secretary shall attend all meetings of the Board of Directors, shall record all votes,
actions and the minutes of all proceedings in a book to be kept for that purpose, and shall

perform like duties for the executive and other committees when required.
(b) The Secretary shall give, or cause to be given, notice of all meetings of the
Board of Directors.
(c) The Secretary shall be responsible for maintaining and keeping all corporate
documents.
(d) The Secretary shall, for the purpose of authenticating records of the Corporation,
keep in safe custody and seal of the Corporation and, when authorized by the Board of Directors
or the President, affix the seal to any corporate instrument. When so affixed, the seal shall be
attested by the Secretary's signature or by the signature of the Treasurer or an Assistant
Secretary.
(e) The Secretary shall be under the supervision of the President. The Secretary shall
perform such other duties and have such other authority and powers as the Board of Directors
may from time to time prescribe, or as the President may from time to time delegate.
4.9 Treasurer.
(a) The Treasurer shall have the custody of the corporate funds and securities, shall keep
full and accurate accounts of receipts and disbursements of the Corporation, and shalldeposit all
monies and other valuables in the name and to the credit of the Corporation into depositories
designated by the Board of Directors.
(b) The Treasurer shall disburse the funds of the Corporation as ordered by the Board of
Directors, and shall prepare financial statements at such intervals as the Board of Directors shall
direct. The Treasurer shall also be authorized to sign checks, drafts, and other orders for the
payment of money.
(c) If required by the Board of Directors, the Treasurer shall give the Corporation a bond
(in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board)
for the faithful performance of the duties of Treasurer and for the restoration to the Corporation,
in case of the Treasurer's death, resignation, retirement, or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in the Treasurer's possession or
under the Treasurer's control belonging to the Corporation.
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(d) The Treasurer shall perform such other duties and have such other authority and
powers as the Board of Directors may from time to time prescribe, or as the President may
from time to time delegate.

Section V – Committees

5.1 Executive Committee. By resolution adopted by a majority of the directors then in office, the
Board of Directors may designate from among its Members an executive committee, which shall
consist of two (2) or more directors, including the President. The executive committee, to the
extent provided in such resolution, shall have and exercise all authority of the Board of Directors
in the management of the affairs of the Corporation; provided, however, no committee may
authorize distributions; approve dissolution, merger or sale, pledge or transfer of all or
substantially all of the Corporation's assets; elect, appoint or remove directors or fill vacancies on
the Board of Directors or on any of its committees; or adopt, amend or repeal the articles of
incorporation or the bylaws of the Corporation.
5.2 Finance Committee. The finance committee shall consist of President, VicePresident and
Treasurer. The finance committee shall have full authority to establish and shall maintain in
writing all financial policies and procedures concerning receipt and disbursement of funds of
Corporation.
5.3 Other Committees. Except as otherwise provided by these bylaws, the Board of Directors
may authorize the appointment of other committees having such authority of the Board of
Directors in the management of the Corporation as is set forth by resolution adopted by a
majority of directors present at a meeting at which a quorum is present. Each committee so
designated shall consist of one (1) or more current directors and may include one (1) or more
former Members of the Board of Directors of the Corporation. Such former directors shall be full
voting Members of such committee and, to the same extent as current directors, shall be subject
to all applicable provisions of the Georgia Nonprofit Corporation Code, the articles of
incorporation, and these bylaws. Except as otherwise provided in such resolution, Members of
each such committee and the chair of such committee shall be appointed by the President of the
Corporation.
5.4 Advisory Committees. The Board of Directors may provide for such other advisory
committees, consisting in whole or in part of persons who are not directors of the Corporation, as
it deems necessary or desirable, and discontinue any such committee at its pleasure. It shall be
the function and purpose of each such committee to advise the Board of Directors; and each such
committee shall have such powers and perform such specific duties or functions, not inconsistent
with the articles of incorporation of the Corporation or these bylaws, as the Board of Directors
may prescribe. Appointments to, and the chair of, any such advisory committees shall be made
by the President, unless the Board of Directors otherwise provides.

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5.5 Term of Appointment. Each member of a committee shall serve at the pleasure of the
Board of Directors.
5.6 Vacancies. Vacancies in the Membership of any committee may be filled by
appointments made in the same manner as provided in the case of the original appointments.
5.7 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a
committee, a majority of the whole committee shall constitute a quorum; and the act of a
majority of Members present at a meeting at which a quorum is present shall be the act of the

committee.
5.8 Rules. Each committee may adopt rules for its own government, so long as such rules are not
inconsistent with these bylaws or with rules adopted by the Board of Directors.

Section VI – Notice to Members and Directors
6.1 Procedure. Whenever these bylaws require notice to be given to any Member or Director, the
notice shall be given in accordance with this Section 6.1. Notice shall be in writing unless oral
notice is reasonable under the circumstances. Notice may be communicated in person; by
telephone, by email, by text, facsimile telecopy, or other form of wire or wireless
communication; or by mail or private carrier. If these forms of personal notice are impracticable,
notice may be communicated by a newspaper of general circulation in the area where published,
or by radio, television, or other form of public broadcast communication. Written notice, if in a
comprehensible form, is effective at the earliest of the following:
(1) When received or when delivered, properly addressed, to the addressee's
last known principal place of business or residence;
(2) Five days after its deposit in the mail, as evidenced by the postmark, if
mailed with first-class postage prepaid and correctly addressed; or
(3) On the date shown on the return receipt, if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the addressee.
(4) On the date of email notification.
6.2 Waiver. A Member or Director may waive any notice before or after the date and time stated
in the notice. Except as provided in this Section 6.2, the waiver must be in writing, signed by the
person entitled to the notice, and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. A Member’s or Director's attendance at or participation in a
meeting waives any required notice to that person of the meeting unless the person at the
beginning of the meeting (or promptly upon the person’s arrival) objects to holding

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the meeting or transacting business at the meeting and does not thereafter vote for or assent to
action taken at the meeting.
6.3 Additional Method of Notice to Members. The Secretary shall keep a bulletin board in a
conspicuous and well-known place available for inspection by all Members. Any notice placed
on such bulletin board shall constitute notice to all Members. Nothing shall be posted on this
bulletin board without the authority of the Secretary.
Section VII – Indemnification and Insurance

7.1 Indemnification. In the event that any person who was or is a party to or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, seeks indemnification from the Corporation against
expenses, including attorneys' fees (and in the case of actions other than those by or in the right
of the Corporation, judgments, fines and amounts paid in settlement), reasonably incurred by
such person in connection with such action, suit, or proceeding by reason of the fact that such
person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee, trustee, or agent of another
Corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or
other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall
determine, or cause to be determined, in the manner provided under Georgia law whether or not
indemnification is proper under the circumstances because the person claiming such
indemnification has met the applicable standards of conduct set forth in the Georgia Nonprofit
Corporation Code; and, to the extent it is so determined that such indemnification is proper, the
person claiming such indemnification shall be indemnified to the fullest extent now or hereafter
permitted by Georgia law.
7.2 Indemnification Not Exclusive of Other Rights. The indemnification provided in Section 7.1
above shall not be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under the articles of incorporation or bylaws, or any agreement, vote of
disinterested directors, or otherwise, both as to action in the person's official capacity and as to
action in another capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
7.3 Insurance. To the extent permitted by Georgia law, the Corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer, employee, or agent
of the Corporation, or is or was serving at the request of the Corporation as a director, officer,
employee, trustee, or agent of another corporation, domestic or foreign, non-profit or for profit,
partnership, joint venture, trust or other enterprise.

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Section VIII – Miscellaneous
8.1 Books and Records. The Corporation shall maintain books and records of account and
minutes of the proceedings of its Board of Directors and committees having any of the authority
of the Board of Directors, executed consents evidencing all actions taken by the Board of
Directors without a meeting, and waivers of notice of all meetings of the Board of Directors and
its committees. In addition, the Corporation shall keep copies of all records required to be kept
under Georgia law.
8.2 Corporate Seal. The corporate seal (of which there may be one or more exemplars) shall be
in such form as the Board of Directors may from time to time determine.

8.3 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporation and
to change the year from time to time as it deems appropriate.
8.4 Relation to Articles of Incorporation. These bylaws are subject to, and governed by, the
articles of incorporation.
8.5 Corporation House and Ground Rules. The Board shall promulgate and approve a list of
house and grounds rules governing the operation of Corporation and the conduct of its Members.
These rules may be changed from time to time with the approval of a majority of the Board and
shall be posted in accord with Section 6.3.
Section IX – Amendments
The by-laws may be amended at any annual Membership meeting by a two-thirds majority of all
Members present and voting. Notice of the proposed by-laws amendments shall accompany the
notice of the annual meeting.

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