BYLAWS of Loudoun Club 12
(formed under the Virginia Nonstock Corporation Act)

ARTICLE I - Offices
Section 1.01 Location. The principal office of Loudoun Club 12 (hereafter, Club 12) shall be located within or without the Commonwealth of Virginia, at such place the Board of Directors (the Board, and each director a Director) shall from time to time designate. Club 12 may maintain additional offices at such other places as the Board may designate. Club 12 shall continuously maintain within the Commonwealth of Virginia a registered office at such place as may be designated by the Board.

ARTICLE II - Statement of Purpose
Section 2.01 Purposes. Club 12 is a private, nonprofit organization devoted to the recovery of alcoholics and drug addicts and has the following purposes: (1) Provide a safe, clean and well-maintained environment where the 12-Step Groups of Alcoholics Anonymous (hereafter AA) and Narcotics Anonymous (hereafter NA), and Al-Anon, ACOA, and Ala-Teen (hereafter the 12-Step Family Groups) can meet; and (2) Provide a place where people with drinking and drug problems can seek help, find support in a social environment, and be an educational center for the disease of addiction and the recovery journey. People who attend meetings at Club 12 agree to abide by the principle of anonymity spelled out by AA. Club 12 shall undertake such activities deemed necessary to carry out the above stated purposes only with the approval of its Board.

Article III - Membership

Section 3.01 Members. Any member of AA and NA who is clean, sober, and practices abstinence from drugs and alcohol for at least 30 continuous days, and members in good standing for at least 30 continuous days of the 12-Step Family Groups, may apply for full membership in Club 12.

Section 3.02 Voting. The right to vote shall only be extended to those members who have paid dues to Club 12 for a minimum of two months. Spouses and domestic partners of members will be granted all privileges in Club 12 except the right to vote, will be subject to the same rules and regulations that govern members, and will be assessed no membership dues. Prospective members, when sponsored by a member in good standing of Club 12, can be issued a non-voting free guest membership for a period of 30 days. Spouses and domestic partners may elect to purchase separate memberships to have individual voting rights.

Section 3.03 Dues. Membership dues will be determined by the Board and will require the approval of a simple majority of the then current membership to become effective. Each person who tenders payment of the dues so established shall be entitled to full membership in Club 12, as outlined in this Article III, for the fiscal year of Club 12 in which the payment is made. Annual membership dues are due and payable by January 31st of each calendar year, but membership for the current fiscal year may be accepted at any time during such year. Loans and other commitments involving future funds require the approval of the membership by simple majority vote. Any member who is delinquent in the payment of dues for more than 60 days will forfeit their membership. Such delinquent members may be reinstated with the approval of the Board, or duly appointed committee. Membership dues are not refundable, and membership in Club 12 is not transferable.

Section 3.04 Sobriety. Any Club 12 member (as defined in Section 3.01) who fails to stay clean and sober at any time will forfeit their right to vote on all Club 12 matters for 90 days, and any member under the influence of alcohol or drugs may be denied admission to the Club 12 property.

Section 3.05 Changes to Membership Privileges and Rights. Any changes in the membership privileges or rights, as provided in these Bylaws, requires a simple majority approval by the membership, but the Board, or their appointed committee, has the sole discretion to deny or cancel any membership.

Section 3.06 Responsibilities of All Members. All members of Club 12, including Directors and officers, individually and collectively are responsible for the observance of these bylaws and any other rules or regulations established by properly constituted authorities of Club 12.

ARTICLE IV - Administration
Section 4.01 Administration. The activities of Club 12 will be administered by a minimum of four (4) officers selected and governed by the Board of Directors.

ARTICLE V - Board of Directors

Section 5.01 Powers of Board. Except as otherwise determined by the Board, the Board, generally, will formulate policies, oversee operations, assist, advise the officers of Club 12, and set the general direction of Club 12. The Board will formulate rules and regulations for the conduct of members on Club 12 property and may act as, or appoint committees to do such. The Board, at their discretion, can hire and terminate employees such as Club Manager(s), who perform the day-to-day operations necessary to keep the Club 12 facility functioning. The Board may grant free honorary lifetime memberships to individuals. The Board shall at all times, and in all their official acts, strive to adhere to AAs Steps and Traditions and Club 12s Statement of Purpose.

Section 5.02 Number of Directors. The Board of Directors will be elected by the membership. The Board will contain a minimum of five (5) Directors and a maximum of nine (9) Directors, which number shall be determined by the Board. The majority of the Board members shall consist of Club 12 members.

Section 5.03 Vacancies. If a vacancy occurs on the Board, other than expiration of their term, unless otherwise determined by the Board, a qualified Club 12 member will be selected by the remaining Directors to fill the vacancy. This new Director will serve the remainder of the vacant Directors term. If the vacancy creates a vacancy in the Chairperson, Co-Chairperson, or Secretary Board position (as described in Section 5.05), the Board shall elect one of its members to fill the vacancy.

Section 5.04 Director Requirements. Unless otherwise determined by the Board, the requirements for Directors will be: (1) AA, NA members who have been clean, sober, and abstinent from drugs and alcohol for at least three (3) continuous years at the time of their election to the Board, and members in good standing in Club 12; (2) Members in good standing for at least three; (3) continuous years in the 12 Step Family Groups, and members in good standing in Club 12; and (3) Leaders in Loudoun County and its environs interested in fostering the recovery community.

Section 5.05 Election and Term of Directors. The first Board of Club 12 shall consist of those persons named in the Articles of Incorporation. Such persons shall hold office until the first Annual Meeting (as described in Section 9.04 herein). At such meeting, those Directors elected will serve as follows: (1) Two (2) members will serve for one (1) year; (2) Two (2) members will serve for two (2) years; and (3) Three (3) members will serve for three (3) years. As each Directors term expires new Directors shall be elected by the membership at the Annual Meeting to fill the vacancies. At least fourteen (14) days before each Annual Meeting, the Board will post in Club 12 a slate of candidates for election to the Board. Directors will be elected by popular vote, e.g., if two positions are to be filled, the top two vote-getters will fill the positions. If three positions are to be filled then the top three vote-getters will fill the positions. Unless otherwise determined by the Board, each elected Director will serve a term of three (3) years with their terms beginning upon the occurrence of the first Board meeting following the election, at which Board meeting the Board shall also elect one of its members to be Chairperson, Co-Chairperson, and Board Secretary.

Section 5.06 Meetings of the Board. The Board will meet at least annually. The Chairperson of the Board may schedule special meetings of the Board at any time for purposes of carrying out Board duties. Special meetings of the Board not scheduled by the Chairperson can be called for when the Chairperson receives a written request for such a meeting that is signed by a majority of the Directors. Appropriate notice (as defined in Section 9.02) must be given at least two (2) weeks before all Board meetings, except in cases deemed an emergency by the Chairperson. Board meetings can be held in person, via phone or video conference call, or any other method approved by the Board at which all parties are able to hear all other parties. A simple majority of Directors will constitute a quorum and resolutions passed by a simple majority vote of the quorum will be binding. Votes can be taken by voice, written resolution, or any other method approved by the Board.
Section 5.07 Compensation of the Directors. Club 12 shall not pay any compensation to Directors for services rendered to Club 12 as Directors, except that Directors may be reimbursed for expenses incurred in the performance of their duties as Directors. No Director, or their relatives, may have business or financial dealings with Club 12. A Directors failure to stay clean, sober, and abstinent from drugs and alcohol will be cause for immediate and automatic removal from the Board. Notwithstanding removal for failure to stay clean, sober, and abstinent from drugs and alcohol, the sole reasons for removal of a Director before his or her term expires are failure to pay Club 12 dues on a current basis, resignation from the Board, misconduct of duties, or malfeasance.

ARTICLE VI - Officers

Section 6.01 Officers. Unless otherwise determined by the Board, the Officers will be selected by the Board and will consist of at least four (4) people: President, Vice President, Secretary, and a Treasurer. Other officers may be created by the Board.

Section 6.02 Powers and Duties of Officers. (1) General duties of all officers. The officers shall at all times, and in all their official acts, strive to adhere to AAs Steps and Traditions and Club 12s Statement of Purpose. Officers must be clean, sober, and abstinent from drugs and alcohol for at least three (3) continuous years and be members in good standing in Club 12. Officers from the 12-Step Family Groups must be members in good standing for at least three (3) years in their respective programs and be members in good standing in Club 12. The Board shall determine and change the specific duties of the officers as needs dictate but, generally, the officers will: carry out the policies of the Board of Directors; present to Club 12 members the plans and policies of the Board of Directors for their review, question, amendment, and approval at membership meetings; run and oversee Club 12s elections and membership meetings. (2) President. The President shall preside at officer and membership meetings of Club 12. The President, subject to the supervision of the Board, shall perform all duties customary to that office and shall supervise and control all of the affairs of Club 12 in accordance with policies and directives approved by the Board and shall have general charge of the business affairs and property of Club 12 and general supervision over its officers and agents. (3) Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President shall perform the duties of the President, and, when so acting, shall have all of the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Board may from time to time prescribe by resolution, or as the President may from time to time provide, subject to the powers and the supervision of the Board. (4) Treasurer. The Treasurer shall oversee the Club Managers banking and check writing duties. The Treasurer shall be responsible for an accounting of the monies of Club 12 at any time. He or she shall submit financial records for review by the Board at the conclusion of his or her term of office or upon request of the President. The Treasurer shall ensure the timely filing all Return of Organization Exempt from Income Tax forms to the Internal Revenue Service. (5) Secretary. The Secretary shall be responsible for the keeping of an accurate and legible record of the proceedings of all Annual, Board and other Club 12 meetings; shall provide copies of the minutes to attendees; shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary.

Section 6.03 Compensation of Officers. Officers will serve without compensation. No Officer, or their relatives, may have business or financial dealings with Club 12. Failure to stay clean, sober, and abstinent will be cause for immediate and automatic removal of an Officer. Failure to maintain Club 12 dues, or failure to satisfactorily perform the duties of the office will be the only other grounds for removal of an Officer. If a vacancy is created a successor will be appointed by the Board of Directors to complete the term.

Article VII - Club Manager

Section 7.01 Powers and Duties of the Club Manager. The Club Manager(s) shall at all times, and in all their official acts, strive to adhere to AAs Steps and Traditions and Club 12s Statement of Purpose. The Club Manager shall perform such duties and have such powers as the Board may from time to time prescribe by standing or special resolution, or the President may from time to time provide, subject to the powers and the supervision of the Board.

Section 7.02 Compensation of Club Manager. The Club Manager position(s) can be a paid position as determined by the Board of Directors. The Board shall determine and change the specific duties of the Club Manager(s) as needs dictate but, generally, the it shall be the duty of the Club Manager(s) to perform all necessary duties to run a property consistent with the Club 12s Statement of Purpose.

ARTICLE VIII - Club Rooms and Properties

Section 8.01 Use and Accessibility of Property. Except as described herein, Club 12 property shall be for the sole use of Club members and their families. Certain areas of Club 12, as specified by the Board, may be used by other groups but only upon Board approval. At times when meetings are held at Club 12 rooms non-members, visitors, and interested parties are welcome to attend meetings subject to the restrictions of Club 12 and the individual meetings. When social functions are held at Club 12, non-members, visitors or friends may be invited at the discretion of the Board of Directors. Unless otherwise determined by the Board, non-members are welcome on Club 12 property thirty (30) minutes before and after scheduled meetings. Any non-member under the influence of alcohol or drugs may be denied admission to Club 12 property. No gambling shall be allowed on any Club 12 property.

ARTICLE IX - Meetings

Section 9.01 Governance. Roberts Rules of Order shall govern all Club 12, Officer, and Board of Directors meetings.

Section 9.02 Notice. Unless otherwise determined by the Board, notice of the Annual, membership, board and any special meetings will be posted in Club 12 at least fourteen (14) days prior to the meeting date. It shall state the time and place of the meeting and the nature of the business to be transacted.

Section 9.03 Proxies and Absentee Ballots. Written proxies and absentee ballots, certified by a person appointed by the Board, will be allowed for all elections.

Section 9.04 Annual Meeting. Unless otherwise determined by the Board, the Annual Meeting of Club 12 shall be held in November of each year. Its purpose shall be to elect members to the Board of Directors, set annual dues, and conduct any other business that may require action by the membership.

ARTICLE X - Miscellaneous

Section 10.01 Fiscal Year. The fiscal year of Club 12 shall be the fiscal year beginning on the first day of January and ending on the last day of December, or such other period as may be fixed by the Board.

Section 10.02 Checks, Notes and Contracts. The Board shall determine who shall be authorized from time to time on Club 12s behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.

Section 10.03 Books and Records to be Kept. Club 12 shall keep at its principal office in the Commonwealth of Virginia, (1) correct and complete books and records of account, and (2) minutes of the proceedings of the Board and any committee having any of the authority of the Board.

Section 10.04 Amendments. These bylaws may be altered or amended when a minimum of seventy-five (75) percent of the votes cast are in favor of the alteration or amendment, but a minimum of fifty (50) percent of the eligible voting members must cast votes. At least once annually the Board of Directors shall review these bylaws to determine their continued efficacy and applicability to the experiences of Club 12, and shall undertake the proper procedures needed to change the bylaws if needed.

Section 10.05 Banking Practices. All monetary assets of Club 12 except those assets administered by the Board shall be maintained in bank accounts with an accredited Bank approved by the Board. Withdrawals may be made only to meet the financial obligations of Club 12. All checks, drafts, notes, orders, and receipts for payment of money, or other evidences of indebtedness issued in the name shall be signed by the Club Manager or Treasurer and any other parties as designated by the Board.

Section 10.06 Interest in Assets. No member of Club 12 shall have any right, title, or interest in any property of Club 12. No person whose membership in Club 12 is terminated, whether by death, resignation, or any other means, shall have any right, title, or interest in any asset or property of Club 12 .

Section 10.07 Indemnification and Insurance. Unless otherwise prohibited by law, Club 12 shall indemnify any Director or officer, any former Director or officer, any person who may have served at its request as a Director or Officer of another corporation, whether for profit or not for profit, and may, by resolution of the, indemnify any employee against any and all expenses and liabilities actually and necessarily incurred by him or her, imposed on him or her in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which he or she may be or is made a party by reason of being or having been such Director, officer, or employee; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he or she shall be adjudged in such claim, action, suit or proceeding to be guilty of a criminal offense or liable to Club 12 for damages arising out of his or her own gross negligence or misconduct in the performance of a duty to Club 12. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such Director, officer, or employee. Club 12 may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any Director, Officer, or employee; provided, however, that such Director, Officer, or employee shall undertake to repay or to reimburse such expense if it should be ultimately determined that he or she is not entitled to indemnification under this Article. The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which such Director, Officer, or employee may be entitled under any statute, Bylaw, agreement, vote of the Board, or otherwise and shall not restrict the power of Club 12 to make any indemnification permitted by law. The Board may authorize the purchase of insurance on behalf of any Director, Officer, employee, or other agent against any liability asserted against or incurred by him or her which arises out of such persons status as a Director, Officer, employee, or agent or out of acts taken in such capacity, whether or not Club 12 would have the power to indemnify the person against that liability under law. In no case, however, shall Club 12 indemnify, reimburse, or insure any person for any taxes imposed on such individual under Chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the Code). Further, if at any time Club 12 is deemed to be a private foundation within the meaning of Section 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in Section 4941(d) or Section 4945(d), respectively, of the Code. If any part of this Section shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
Section 10.08 Loans to Trustees and Officers. No loans shall be made by Club 12 to its Directors, Officers, agents, employees, or members.

Section 10.09 Dissolution or Liquidation. In the event of the dissolution or final liquidation of Club 12, all of the remaining assets and property of the Club 12 shall, after paying or making provision for the payment of all liabilities and obligations of the Club 12 and for all necessary expenses of Club 12, be distributed at the discretion of the Board of Directors to one or more organizations that are (i) organized and operated for purposes similar to those of the Corporation and exempt for taxation under section 501(c)(3) of the Code or (ii) organized and operated exclusively for charitable and/or educational purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Code. In no event shall any of such assets or property be distributed to any member, director or officer of the Corporation, or any private individual.